Common use of FORM OF REPURCHASE NOTICE Clause in Contracts

FORM OF REPURCHASE NOTICE. The form of Repurchase Notice shall provide instructions regarding procedures with which holders must comply to exercise their rights pursuant to Section 11.1 and the completion of the Repurchase Notice and also shall state: (1) that it is the Repurchase Notice pursuant to Sections 11.2 and 11.3 of the Indenture and must be completed by the Holder and delivered to the Paying Agent (and any beneficial holder of securities), together with the delivery of the Holder’s Debentures for which the Holder will exercise its repurchase rights pursuant to Section 11.1, for such Holder to receive the Repurchase Price; (2) the name and address of the Paying Agent to, and the date by, which the completed Repurchase Notice and Debentures must be delivered in order for the Holder to receive the applicable Repurchase Price; (3) the portion of the principal amount of the Debentures which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; (4) any other procedures then applicable that the Holder must follow to exercise rights under Article 11 and a brief description of those rights; (5) the Repurchase Date and the Repurchase Price; (6) the procedures with which such Holder must comply to exercise its right to have its Debentures purchased pursuant to Section 11.1, including the date by which the completed Repurchase Notice pursuant to Section 11.3 and the Debentures the Holder elects to have purchased pursuant to Section 11.1 must be delivered to the Paying Agent in order to have such Debentures purchased by the Company pursuant to Section 11.1, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, the Conversion Rate then in effect and any adjustments thereto; (7) the Holder’s right to withdraw a completed and delivered Repurchase Notice, the procedures for withdrawing a Repurchase Notice, pursuant to clause (c) below and that Debentures as to which a completed and delivered Repurchase Notice may be converted, if they are convertible only in accordance with Article 12, if the applicable completed and delivered Repurchase Notice has been withdrawn; (8) that, unless the Company defaults in making payment on Debentures for which a Repurchase Notice has been submitted, Interest (including Contingent Interest) on such Debentures will cease to accrue on the Repurchase Date; and (9) the CUSIP number of the Debentures.

FORM OF REPURCHASE NOTICE. The form of Repurchase Notice shall provide instructions regarding procedures with which holders must comply to exercise their rights pursuant to Section 11.1 and the completion of the Repurchase Notice and also shall state: (1) that it is the Repurchase Notice pursuant to Sections 11.2 and 11.3 of the Indenture and must be completed by the Holder and delivered to the Paying Agent (and any beneficial holder of securities), together with the delivery of the Holder’s Debentures CODES for which the Holder will exercise its repurchase rights pursuant to Section 11.1, for such Holder holder to receive the Repurchase Price; (2) the name and address of the Paying Agent to, and the date by, which the completed Repurchase Notice and Debentures CODES must be delivered in order for the Holder holder to receive the applicable Repurchase Price; (3) the portion of the principal amount of the Debentures CODES which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; (4) any other procedures then applicable that the Holder must follow to exercise rights under Article 11 and a brief description of those rights; (5) the Repurchase Date and the Repurchase Price; (6) the procedures with which such Holder must comply to exercise its right to have its Debentures CODES purchased pursuant to Section 11.1, including the date by which the completed Repurchase Notice pursuant to Section 11.3 and the Debentures CODES the Holder elects to have purchased pursuant to Section 11.1 must be delivered to the Paying Agent in order to have such Debentures CODES purchased by the Company pursuant to Section 11.1, the name and address of the Paying Agent and that the Debentures CODES as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, the Conversion Rate then in effect and any adjustments thereto; (7) the Holder’s right to withdraw a completed and delivered Repurchase Notice, the procedures for withdrawing a Repurchase Notice, pursuant to clause (c) below and that Debentures CODES as to which a completed and delivered Repurchase Notice may be converted, if they are convertible only in accordance with Article 12, if the applicable completed and delivered Repurchase Notice has been withdrawn; (8) that, unless the Company defaults in making payment on Debentures CODES for which a Repurchase Notice has been submitted, Interest (including Contingent Interest) on such Debentures CODES will cease to accrue on the Repurchase Date; and (9) the CUSIP number of the DebenturesCODES.

FORM OF REPURCHASE NOTICE. The form of Repurchase Notice shall provide instructions regarding procedures with which holders must comply to exercise their rights pursuant to Section 11.1 and the completion of the Repurchase Notice and also shall state: (1) that it is the Repurchase Notice pursuant to Sections 11.2 and 11.3 of the Indenture and must be completed by the Holder and delivered to the Paying Agent (and any beneficial holder of securities), together with the delivery of the Holder’s Debentures 's CODES for which the Holder will exercise its repurchase rights pursuant to Section 11.1, for such Holder holder to receive the Repurchase Price; (2) the name and address of the Paying Agent to, and the date by, which the completed Repurchase Notice and Debentures CODES must be delivered in order for the Holder holder to receive the applicable Repurchase Price; (3) the portion of the principal amount of the Debentures CODES which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; (4) any other procedures then applicable that the Holder must follow to exercise rights under Article 11 and a brief description of those rights; (5) the Repurchase Date and the Repurchase Price; (6) the procedures with which such Holder must comply to exercise its right to have its Debentures CODES purchased pursuant to Section 11.1, including the date by which the completed Repurchase Notice pursuant to Section 11.3 and the Debentures CODES the Holder elects to have purchased pursuant to Section 11.1 must be delivered to the Paying Agent in order to have such Debentures CODES purchased by the Company pursuant to Section 11.1, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms of the Indenture, the Holder’s conversion rights pursuant to Article 12, the Conversion Rate then in effect and any adjustments thereto; (7) the Holder’s right to withdraw a completed and delivered Repurchase Notice, the procedures for withdrawing a Repurchase Notice, pursuant to clause (c) below and that Debentures as to which a completed and delivered Repurchase Notice may be converted, if they are convertible only in accordance with Article 12, if the applicable completed and delivered Repurchase Notice has been withdrawn; (8) that, unless the Company defaults in making payment on Debentures for which a Repurchase Notice has been submitted, Interest (including Contingent Interest) on such Debentures will cease to accrue on the Repurchase Date; and (9) the CUSIP number of the Debentures.CODES as

FORM OF REPURCHASE NOTICE. The form Certificate No. of Repurchase Notice shall provide instructions regarding procedures with which holders must comply Security: If you want to exercise their rights pursuant to Section 11.1 and the completion of the Repurchase Notice and also shall state: (1) that it is the Repurchase Notice pursuant to Sections 11.2 and 11.3 of the Indenture and must be completed by the Holder and delivered to the Paying Agent (and any beneficial holder of securities), together with the delivery of the Holder’s Debentures for which the Holder will exercise its repurchase rights pursuant to Section 11.1, for such Holder to receive the Repurchase Price; (2) the name and address of the Paying Agent to, and the date by, which the completed Repurchase Notice and Debentures must be delivered in order for the Holder to receive the applicable Repurchase Price; (3) the portion of the principal amount of the Debentures which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; (4) any other procedures then applicable that the Holder must follow to exercise rights under Article 11 and a brief description of those rights; (5) the Repurchase Date and the Repurchase Price; (6) the procedures with which such Holder must comply to exercise its right elect to have its Debentures purchased pursuant to Section 11.1, including the date by which the completed Repurchase Notice pursuant to Section 11.3 and the Debentures the Holder elects to have purchased pursuant to Section 11.1 must be delivered to the Paying Agent in order to have such Debentures this Security purchased by the Company pursuant to Section 11.1, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms 3.02 of the Indenture, check the Holder’s conversion rights box: £ If you want to elect to have only part of this Security purchased by the Company pursuant to Article 12Section 3.02 of the Indenture, state the Conversion Rate then principal amount to be so purchased by the Company: $ _____________________ (in effect and any adjustments thereto; an integral multiple of $1,000) Date: _______ Signature(s): _________________________________________ (7Sign exactly as your name(s) the Holder’s right to withdraw a completed and delivered Repurchase Notice, the procedures for withdrawing a Repurchase Notice, pursuant to clause (c) below and that Debentures as to which a completed and delivered Repurchase Notice may be converted, if they are convertible only in accordance with Article 12, if the applicable completed and delivered Repurchase Notice has been withdrawn; (8) that, unless the Company defaults in making payment on Debentures for which a Repurchase Notice has been submitted, Interest (including Contingent Interestappear(s) on this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such Debentures will cease other guarantee program acceptable to accrue on the Repurchase Date; and Trustee.) THIS SECURITY AND ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (9THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF TIVO INC. THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) the CUSIP number of the Debentures.ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY:

FORM OF REPURCHASE NOTICE. The form Certificate No. of Repurchase Notice shall provide instructions regarding procedures with which holders must comply Security: If you want to exercise their rights pursuant to Section 11.1 and the completion of the Repurchase Notice and also shall state: (1) that it is the Repurchase Notice pursuant to Sections 11.2 and 11.3 of the Indenture and must be completed by the Holder and delivered to the Paying Agent (and any beneficial holder of securities), together with the delivery of the Holder’s Debentures for which the Holder will exercise its repurchase rights pursuant to Section 11.1, for such Holder to receive the Repurchase Price; (2) the name and address of the Paying Agent to, and the date by, which the completed Repurchase Notice and Debentures must be delivered in order for the Holder to receive the applicable Repurchase Price; (3) the portion of the principal amount of the Debentures which the Holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; (4) any other procedures then applicable that the Holder must follow to exercise rights under Article 11 and a brief description of those rights; (5) the Repurchase Date and the Repurchase Price; (6) the procedures with which such Holder must comply to exercise its right elect to have its Debentures purchased pursuant to Section 11.1, including the date by which the completed Repurchase Notice pursuant to Section 11.3 and the Debentures the Holder elects to have purchased pursuant to Section 11.1 must be delivered to the Paying Agent in order to have such Debentures this Security purchased by the Company pursuant to Section 11.1, the name and address of the Paying Agent and that the Debentures as to which a Repurchase Notice has been given may be converted, if they are otherwise convertible pursuant to Article 12, only if the completed and delivered Repurchase Notice has been withdrawn in accordance with the terms 3.02 of the Indenture, check the Holder’s conversion rights box: ¨ If you want to elect to have only part of this Security purchased by the Company pursuant to Article 12Section 3.02 of the Indenture, state the Conversion Rate then principal amount to be so purchased by the Company: $ (in effect and any adjustments thereto;an integral multiple of $1,000) Date: Signature(s): (Sign exactly as your name(s) appear(s) on the other side of this Security) Signature(s) guaranteed by: (All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.) The initial principal amount of this Global Security is DOLLARS ($[ ]). The following increases or decreases in this Global Security have been made: 3 This is included in Global Securities. THIS SECURITY AND ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY: (7A) the Holder’s right to withdraw a completed and delivered Repurchase Notice, the procedures for withdrawing a Repurchase Notice, pursuant to clause (c) below and that Debentures as to which a completed and delivered Repurchase Notice may be converted, if they are convertible only in accordance with Article 12, if the applicable completed and delivered Repurchase Notice has been withdrawn;TO THE QUANTUM CORPORATION OR ANY SUBSIDIARY THEREOF; OR (8) that, unless the Company defaults in making payment on Debentures for which a Repurchase Notice has been submitted, Interest (including Contingent InterestB) on such Debentures will cease to accrue on the Repurchase DatePURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT; andOR (9C) the CUSIP number of the DebenturesTO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (D) ABOVE, THE COMPANY, THE TRUSTEE AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE OF QUANTUM CORPORATION’S 3.50% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2015 OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT ONLY: (A) TO THE QUANTUM CORPORATION OR ANY SUBSIDIARY THEREOF; OR (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT; OR (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.