EXABYTE CORPORATION 10% SECURED CONVERTIBLE SUBORDINATED NOTE

October 27, 2005

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF OCTOBER 31, 2005, BY IMATION CORP. AND THE PURCHASERS OF EXABYTE’S 10% SECURED CONVERTIBLE SUBORDINATED NOTES DUE SEPTEMBER 30, 2010, IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, DATED OCTOBER 31, 2005.

THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE CHIEF FINANCIAL OFFICER OF THE COMPANY, LOCATED AT 2108 55 ^th STREET, BOULDER, COLORADO 80301, WILL, BEGINNING NO LATER THAN FORTY DAYS AFTER THE ORIGINAL ISSUE DATE, PROMPTLY MAKE AVAILABLE TO HOLDERS UPON REQUEST THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS NOTE.

EXABYTE CORPORATION

10% SECURED CONVERTIBLE SUBORDINATED NOTE

October 31, 2005

FOR VALUE RECEIVED , Exabyte Corporation, a Delaware corporation (“ Borrower ”), hereby unconditionally promises to pay to the order of _________________________________ or any subsequent holder of this Note (the “ Holder ”), in lawful money of the United States of America, the principal sum of $______, together with interest thereon, payable on the dates and in the manner set forth below. This Note is one of at least $8.0 million and not more than $11.0 million in aggregate principal amount of 10% Secured Convertible Subordinated Notes (each a “ Note ” and collectively the “ Notes ”) issued pursuant to the Securities Purchase Agreement dated October 31, 2005 among Borrower and the original purchasers of the Notes (the “ Purchase Agreement ”), and is entitled to the benefit of the

provisions set forth therein. Certain capitalized terms used herein are defined in Section 14 below.

Principal . The principal amount of this Note shall mature and be due and payable on September 30, 2010 (the “ Maturity Date ”).

Interest . Interest shall accrue on the unpaid principal amount of this Note on a daily basis from the Original Issue Date until the date of payment at the rate of 10.0% per annum, calculated on the basis of a 360-day year; provided, however, that during the continuance of an Event of Default, interest shall accrue at the rate of 20% per annum. Accrued interest shall be payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning June 1, 2006 (each an “ Interest Payment Date ”) except that, if any such date is not a Trading Day, the Interest Payment Date shall be the next succeeding Trading Day. If the applicable Equity Conditions have been met as of the Interest Payment Date, accrued interest shall be paid in the form of shares of Common Stock valued at 90% of the average of the 20 VWAPs immediately prior to the Interest Payment Date. If the applicable Equity Conditions have been waived by the Holder of this Note as of the Interest Payment Date, as to such Holder only, such interest shall be paid in shares of Common Stock valued at 80% of the average of the 20 VWAPs immediately prior to the Interest Payment Date. In all other cases, interest shall continue to accrue (and shall be compounded quarterly on each subsequent Interest Payment Date) until the next Interest Payment Date on which the applicable Equity Conditions have been satisfied or waived, at which time such interest shall be paid in shares of Common Stock valued at the lesser of (A) 90% of the average of the 20 VWAPs immediately prior to the original Interest Payment Date, or (B) 90% of the average of the 20 VWAPs immediately prior to the Interest Payment Date on which the applicable Equity Conditions are satisfied or waived. Notwithstanding the foregoing, all accrued interest shall be paid in cash in connection with any repayment (or prepayment) of this Note. The Holder shall have the same rights and remedies with respect to the delivery of shares issued in payment of interest on the Notes as shares issued pursuant to a conversion effected in accordance with Section 5. Borrower shall promptly notify the Holder at any time that the Equity Conditions are not satisfied or, having given such notification, at such time as the applicable Equity Conditions shall again be satisfied, as the case may be.

Place, Manner and Application of Payments . All amounts payable hereunder shall be payable to the Holder in immediately available funds at its address set forth below or such other address as the Holder specifies to Borrower in writing. All payments on this Note shall be applied first to accrued interest, and thereafter to the outstanding principal balance hereof and any premium.

4.             Security . This Note is secured by a pledge of substantially all of Borrower’s assets pursuant to a Security Agreement dated October 31, 2005 among Borrower and the original purchasers of the Notes, as it may be amended from time to time (the “ Security Agreement ”), and the Holder of this Note is entitled to the benefit of the provisions set forth therein.

5.             Conversion . The Holder of this Note shall have the following rights with respect to conversion of this Note into shares of Borrower’s Common Stock, $.001 par value per share (the “ Common Stock ”):

2

(a)           Conversion at Option of Holder . This Note shall be convertible in whole or in part at any time at the option of the Holder into that number of shares of Common Stock determined by dividing the aggregate principal amount of this Note and accrued interest (and premium, if applicable) thereon to be converted by the Conversion Price (as defined below) then in effect. Conversions shall be effected by providing Borrower with the form of conversion notice attached hereto as Annex A (a “ Conversion Notice ”). Each Conversion Notice shall specify the amount of this Note to be converted. The “ Conversion Date ” for such conversion shall be the date that such Conversion Notice is deemed delivered to Borrower hereunder or such later date specified by the Holder in the Conversion Notice. The calculations and entries set forth in the Conversion Notice shall control in the absence of manifest or mathematical error.

(b)           Beneficial Ownership Limitation. If, on the signature page to the Purchase Agreement, the Holder has elected that this Note be subject to this Section 5(b), which election shall be irrevocable by such Holder, then Borrower shall not effect conversion of any portion this Note, and the Holder shall not have the right to convert any portion of this Note, to the extent that, after giving effect to conversion of such portion, the Holder (together with the Holder’s affiliates), as set forth on the applicable Conversion Notice, would beneficially own in excess of 4.99% (9.99% in the case of a Forced Conversion pursuant to Section 5(c) only) of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the portion of the Notes with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, unconverted portion of the Notes beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 5(b), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. To the extent that the limitation contained in this Section 5(b) applies, the determination of whether a portion of this Note is convertible (in relation to other securities owned by the Holder together with any affiliates) and which portion of this Note is convertible shall be in the sole discretion of such Holder, and the submission of a Conversion Notice shall be deemed to be such Holder’s determination of whether the portion of this Note referred to in the Conversion Notice may be converted (in relation to other securities owned by such Holder), in each case subject to such aggregate percentage limitations. To ensure compliance with this restriction, the Holder will be deemed to represent to Borrower each time it delivers a Conversion Notice that such Conversion Notice has not violated the restrictions set forth in this Section 5(b) and Borrower shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 5(b), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of the following: (A) Borrower’s most recent Form 10-Q or Form 10-K, as the case may be, (B) any current report or public announcement by Borrower subsequent thereto, or (C) any other more recent notice by Borrower to Holder setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, Borrower shall within two Trading Days confirm orally and in writing to the Holder the number

3

of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of Borrower, including this Note, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.

(c)           Forced Conversion . Notwithstanding anything herein to the contrary, if the VWAP for each Trading Day during any period of 20 consecutive Trading Days commencing after the Effective Date (a “ Threshold Period ”) exceeds (x) $40.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Original Issue Date) for any Threshold Period ending on or prior to May 31, 2008 or (y) $30.00 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Original Issue Date) for any Threshold Period ending on or after May 31, 2008, Borrower may, within three Trading Days after any such Threshold Period, deliver a notice to all holders of Notes (a “ Forced Conversion Notice ” and the date such notice is received or deemed received by the holders, the “ Forced Conversion Notice Date ”) to cause the Holder and all other holders of Notes to immediately convert all or part of the then-outstanding Notes pursuant to this Section 5, and the Holder shall surrender its Note to Borrower for conversion within five Trading Days of the Forced Conversion Notice Date. Borrower may only effect a Forced Conversion Notice if and to the extent all of the Equity Conditions have been met during the Threshold Period through the date which is five Trading Days after the Forced Conversion Notice Date. Any Forced Conversion Notices covering less than all outstanding Notes shall be applied ratably to all of the holders of Notes on the basis of the outstanding principal of the Notes. Notwithstanding anything herein to the contrary, if as to any Holder, the amount of Notes subject to a Forced Conversion Notice is limited by virtue of Section 5(b) above (“ Unconverted Notes ”), such Unconverted Notes shall be automatically converted on each 75th day anniversary of the Forced Conversion Notice Date to the extent permitted pursuant to Section 5(b) and subject to the satisfaction of the Equity Conditions on such date, until all of such Holder’s Notes are converted, notwithstanding the market price of such stock on such anniversary dates; provided, however, such Holder shall use reasonable best efforts to reduce its beneficial ownership of the Common Stock to the extent that on the next 75th day anniversary date such Holder shall be able to convert all of its Unconverted Preferred Stock.

(i) Not later than three Trading Days after each Conversion Date (the “ Share Delivery Date ”), Borrower shall deliver to the Holder a certificate or certificates (which, after the Effective Date, shall be free of restrictive legends and trading restrictions other than those required by Section 4.1 of the Purchase Agreement) representing the number of shares of Common Stock being acquired upon the conversion of this Note. After the Effective Date, Borrower shall, if available, deliver any certificate or certificates required to be delivered by Borrower under this Section 5 electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions, and Borrower shall be deemed to have satisfied its delivery obligations if shares are made available through such clearing agent on or prior to the

4

Share Delivery Date. If such certificates are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled to elect to rescind such conversion by written notice to Borrower at any time on or before its receipt of such certificates thereafter, in which event Borrower shall immediately return the Holder’s Note previously tendered for conversion..

(ii) Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to Borrower or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion Shares. If Borrower fails to deliver to the Holder such certificate or certificates pursuant to this Section 5(d) by the Share Delivery Date applicable to such conversion, Borrower shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Notes being converted, $10 per Trading Day (increasing to $20 per Trading Day after three Trading Days and increasing to $40 per Trading Day six Trading Days after such damages begin to accrue) for each Trading Day after the Share Delivery Date until such certificates are delivered. Notwithstanding anything herein to the contrary, in the event a Holder is entitled to collect liquidated damages hereunder and liquidated damages pursuant to Section 4.1(d) of the Purchase Agreement and/or Section 5(d)(iii) below, the Holder shall be limited to collect, at its option, only one of such remedies on any given occasion. Except as specifically provided with respect to election of remedies, nothing herein shall limit a Holder’s right to pursue actual damages for Borrower’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

(iii) If Borrower fails to deliver certificates for Conversion Shares to the Holder pursuant to Section 5(d)(i) by a Share Delivery Date, and if after such Share Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “ Buy-In ”), then Borrower shall pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was required to purchase to complete such sale multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed (including brokerage commissions, if any). For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion with respect to which the aggregate sale price giving rise to such purchase obligation is $10,000, under clause

5

(A) of the immediately preceding sentence Borrower shall be required to pay the Holder $1,000. The Holder shall provide Borrower written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and other evidence reasonably requested by Borrower. Except as specifically provided with respect to election of remedies, nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver certificates representing shares of Common Stock upon conversion of this Note as required pursuant to the terms hereof. Notwithstanding anything to the contrary herein, in the event a Holder is entitled to collect damages under this clause (iii) and liquidated damages pursuant to Section 4.1(d) of the Purchase Agreement and/or Section 5(d)(ii) above, the Holder shall be limited to collect, at its option, only one of such remedies on any given occasion.

(e)           Conversion Price. The price at which this Note shall be convertible into shares of Common Stock (the “ Conversion Price ”) shall initially be equal to $2.80 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Original Issue Date). The Conversion Price shall be subject to adjustment from time to time as set forth below.

(i)            Reset Provision.   On the 30-day anniversary of the Original Issue Date, the Conversion Price shall be reset to equal the average of the daily VWAPs for the immediately preceding five Trading Days if such average is less than $2.80 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Original Issue Date); provided, however, that the adjusted Conversion Price determined pursuant to this Section 5(e)(i) shall not be less than $1.80 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Original Issue Date).

(ii)           Stock Splits, etc . In case Borrower shall, after the Original Issue Date (i) subdivide its outstanding shares of Common Stock into a greater number of shares or issue additional shares of Common Stock for no consideration as a stock dividend, (ii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or (iii) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Conversion Shares receivable upon conversion of this Note immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Conversion Shares or other securities of Borrower which it would have owned or have been entitled to receive had this Note been converted in advance thereof. Upon each such adjustment of the kind and number of Conversion Shares or other securities of Borrower which are receivable hereunder, the Holder shall thereafter be entitled to receive the number of Conversion Shares or other securities resulting from such adjustment at a Conversion Price obtained by multiplying the Conversion Price in effect immediately prior to such adjustment by the number of

6

Conversion Shares receivable upon conversion of $1,000 of Notes pursuant hereto immediately prior to such adjustment and dividing such product by the number of Conversion Shares or other securities of Borrower that are receivable upon conversion of $1,000 of Notes pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(iii)          Subsequent Financings . If and whenever Borrower, at any time while this Note is outstanding, issues or sells, or in accordance with this Section 5(e) is deemed to have issued or sold, any shares of Common Stock (other than pursuant to an Exempt Issuance or a transaction described in clause (ii) above or clause (iv) below) for an effective consideration per share less than the Conversion Price then in effect (such lower price, the “ Base Share Price ”) (each such issuance a “ Dilutive Issuance ”), then (A) from the Original Issue Date until the 18-month anniversary of the Effective Date, the Conversion Price shall be reduced to a price equal to the Base Share Price and (B) after the 18-month anniversary of the Effective Date, the Conversion Price shall be reduced, and only reduced, by multiplying the Conversion Price by a fraction, the numerator of which is the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the aggregate consideration received or receivable by Borrower in connection with such Dilutive Issuance would purchase at the then effective Conversion Price, and the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. Such adjustment shall be made upon the issuance of any shares of Common Stock or any securities of Borrower or its subsidiaries which would entitle the holder thereof to receive at any time Common Stock, including without limitation, any convertible debt or preferred stock, or other instrument that is at any time convertible into or exchangeable for Common Stock, but excluding Options as defined below (“ Common Stock Equivalents ”).

(iv)      Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets; Offerings of Property to Common Stock Holders . In case the Borrower shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another entity (where the Borrower is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Borrower), or sell, transfer or otherwise dispose of its property, assets or business to another entity and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring entity, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring entity (“ Other Property ”), are to be received by or distributed to the holders of Common Stock of the Borrower, then the Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of Common Stock of the successor or acquiring entity or of the Borrower, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder

7

of the number of shares of Common Stock for which the Note is convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring entity (if other than the Borrower) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the Borrower and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Borrower) in order to provide for adjustments of Conversion Shares for which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5(e)(iv)