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EXHIBIT 9.2
JT STORAGE, INC.
AMENDED AND RESTATED
VOTING AGREEMENT
This AMENDED AND RESTATED VOTING AGREEMENT (the "Agreement") is made
and entered into as of April ___, 1996, by and among ATARI CORPORATION, a
Nevada corporation ("Atari"), and the undersigned stockholder ("Stockholder")
of JT STORAGE, INC., a Delaware corporation ("JTS").
RECITALS
A. Whereas Atari and the Stockholder desire to amend that certain
Voting Agreement, dated as of February ___, 1996, and related Irrevocable Proxy
to Vote Stock of JT Storage, Inc., dated as of February ___, 1996.
B. Pursuant to an Amended and Restated Agreement and Plan of
Reorganization, dated as of April ___, 1996 (the "Reorganization Agreement") by
and among JTS and Atari, Atari is merging with and into JTS (the "Merger");
C. The Reorganization Agreement amends and restates that certain
Agreement and Plan of Reorganization dated as of February 12, 1996, by and
among JTS, Atari and JT Acquisition Corporation;
D. Pursuant to Section ___ of the Reorganization Agreement, in
order to induce Atari to enter into the Reorganization Agreement, JTS has
agreed to solicit the proxy of certain significant stockholders of JTS on
behalf of Atari and to cause certain significant stockholders of JTS to execute
and delivery Voting Agreements to Atari;
E. Stockholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
such number of shares of the outstanding Common Stock, $0.000001 par value per
share, of JTS as is indicated on the signature page of this Agreement (the
"Shares"); and
F. In consideration of the execution of the Reorganization
Agreement by Atari, Stockholder agrees not to transfer or otherwise dispose of
any of the Shares, or any other shares of capital stock of JTS acquired by
Stockholder hereafter and prior to the Expiration Date (as defined in Section
1.1 below), and agrees to vote the Shares and any other such shares of capital
stock of JTS so as to facilitate consummation of the Merger.
NOW, THEREFORE, the parties agree as follows:
1. AGREEMENT TO RETAIN SHARES.
1.1 TRANSFER AND ENCUMBRANCE. Stockholder agrees not to transfer
(except as may be specifically required by court order), sell, exchange, pledge
(except in connection with a bona fide loan transaction, provided that any
pledgee agrees not to transfer, sell, exchange, pledge or otherwise dispose of
or encumber the Shares or any New Shares (as defined in Section 1.2) prior to
the Expiration Date and to be subject to the Proxy (as defined in Section 3))
or otherwise dispose of or encumber the Shares or any New Shares, or to make
any offer or agreement relating thereto, at any time prior to the Expiration
Date. As used herein, the term ("Expiration Date") shall mean the earlier to
occur of (i) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Reorganization Agreement, (ii)
the close of business on December 31, 1996 and (iii) the date of termination of
the Reorganization Agreement.
1.2 NEW SHARES. Stockholder agrees that any shares of capital
stock of JTS that Stockholder purchases or with respect to which Stockholder
otherwise acquires beneficial ownership after the date of this Agreement and
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prior to the Expiration Date ("New Shares") shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares.
2. AGREEMENT TO VOTE SHARES. At every meeting of the stockholders of JTS
called with respect to any of the following, and at every adjournment thereof,
and on every action or approval by written consent of the stockholders of JTS
with respect to any of the following, Stockholder shall vote the Shares and any
New Shares in favor of approval of the Reorganization Agreement and the Merger
and any matter that could reasonably be expected to facilitate the Merger.
This Agreement is intended to bind Stockholder as a stockholder of JTS only
with respect to the specific matters set forth herein and shall not prohibit
Stockholder from acting in accordance with his or her fiduciary duties, if
applicable, as an officer or director of Atari.
3. IRREVOCABLE PROXY. Concurrently with the execution of this Agreement,
Stockholder agrees to deliver to Atari a proxy in the form attached hereto as
Exhibit A (the "Proxy"), which shall be irrevocable to the extent provided in
Section 212 of the Delaware General Corporation Law, covering the total number
of Shares and New Shares beneficially owed or as to which beneficial ownership
is acquired (as such term is defined in Rule 13d-3 under the Exchange Act) by
Stockholder set forth therein.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER. Stockholder
hereby represents, warrants and covenants to Atari that Stockholder (i) is the
beneficial owner of the Shares, which at the date of this Agreement are and at
all times up until the Expiration Date will be free and clear of any liens,
claims, options, charges or other encumbrances; (ii) does not beneficially own
any shares of capital stock of JTS other than the Shares (excluding shares as
to which Stockholder currently disclaims beneficial ownership in accordance
with applicable law); and (iii) has full power and authority to make, enter
into and carry out the terms of this Agreement and the Proxy.
5. ADDITIONAL DOCUMENTS. Stockholder hereby covenants and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of Atari, to carry out the purpose and intent of this
Agreement.
6. CONSENT AND WAIVER. Stockholder hereby gives any consents or waivers
that are reasonably required for the consummation of the Merger under the terms
of any agreement to which Stockholder is a party or pursuant to any rights
Stockholder may have.
7. TERMINATION. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
8. MISCELLANEOUS.
8.1 SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
8.2 BINDING EFFECT AND ASSIGNMENT. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by
either of the parties without the prior written consent of the other.
8.3 AMENDMENT AND MODIFICATION. This Agreement may not be
modified, amended, altered or supplemented except by the execution and delivery
of a written agreement executed by the parties hereto.
8.4 SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto
acknowledge that Atari will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or
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agreements of Stockholder set forth herein. Therefore, it is agreed that, in
addition to any other remedies that may be available to Atari upon any such
violation, Atari shall have the right to enforce such covenants and agreements
by specific performance, injunctive relief or by any other means available to
Atari at law or in equity.
8.5 NOTICES. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or by
commercial delivery service, or mailed by registered or certified mail (return
receipt requested) or sent via facsimile (with confirmation of receipt) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
(a) if to Atari, to:
Atari Corporation
455 South Mathilda Avenue
Sunnyvale, California 94086
Attention: Jack Tramiel
Facsimile No.: (408) 328-0909
Telephone No.: (408) 328-0900
With a copy to:
Wilson, Sonsini, Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
Attention: Jeffrey D. Saper, Esq.
Facsimile No.: (415) 493-6811
Telephone No.: (415) 493-9300
(b) if to Stockholder, to the address set forth below.
8.6 GOVERNING LAW. This Agreement and the Proxy shall be governed
by, construed and enforced in accordance with the internal laws of the State of
Delaware.
8.7 ENTIRE AGREEMENT. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the subject matter hereof and
supersede all prior negotiations and understandings between the parties with
respect to such subject matters.
8.8 COUNTERPART. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
8.9 EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction or interpretation of
this Agreement.
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IN WITNESS WHEREOF,the parties have caused this Agreement to be duly
executed on the day and year first above written.
ATARI CORPORATION
By:___________________________________
________________________________
STOCKHOLDER
By:___________________________________
Title:________________________________
Stockholder's Address for Notice:
_____________________________________
_____________________________________
Shares beneficially owned:
______________ shares of JTS Common Stock
______________ shares of JTS Series A
Preferred Stock
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EXHIBIT A
IRREVOCABLE PROXY TO VOTE STOCK OF
JT STORAGE, INC.
The undersigned stockholder of JT Storage, Inc. a Delaware corporation
("JTS"), hereby irrevocably (to the full extent permitted by Section 212 of the
Delaware General Corporation Law) appoints the members of the Board of
Directors of Atari Corporation, a Nevada corporation ("Atari"), and each of
them, as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to vote and exercise all voting
and related rights (to the full extent that the undersigned is entitled to do
so) with respect to all of the shares of capital stock of JTS that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of JTS issued or issuable in respect thereof on or after
the date hereof (collectively, the "Shares") in accordance with the terms of
this Proxy. The Shares beneficially owned by the undersigned stockholder of
JTS as of the date of this Proxy are listed below. Upon the undersigned's
execution of this Proxy, any and all prior proxies given by the undersigned
with respect to any Shares are hereby revoked and the undersigned agrees not to
grant any subsequent proxies with respect to the Shares until after the
Expiration Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section 212 of
the Delaware General Corporation Law), is granted pursuant to that certain
Amended and Restated Voting Agreement dated as of the date hereof, by and among
Atari and the undersigned stockholder (the "Voting Agreement") which amends and
restates that certain Voting Agreement, dated as of February ___, 1996, by and
among Atari and the undersigned stockholder, and is granted in consideration of
Atari entering into that certain Amended and Restated Agreement and Plan of
Reorganization by and among JTS and Atari (the "Reorganization Agreement")
which amends and restates that certain Agreement and Plan of Reorganization by
and among JTS, Atari and JTS Acquisition Corporation dated as of February 12,
1996. The Reorganization Agreement provides for the merger of Atari with and
into JTS. As used herein, the term "Expiration Date" shall mean the earlier to
occur of (i) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Reorganization Agreement, (ii)
the close of business on December 31, 1996 and (iii) the date of termination of
the Reorganization Agreement.
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, at any time prior to the
Expiration Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting and other rights of the undersigned with
respect to the Shares (including, without limitation, the power to execute and
deliver written consents pursuant to Section 228 of the Delaware General
Corporation Law), at every annual, special or adjourned meeting of the
stockholders of JTS and in every written consent in lieu of such meeting in
favor of approval of the Merger and the Reorganization Agreement and in favor
of any matter that could reasonably be expected to facilitate the Merger. The
attorneys and proxies named above may not exercise this Proxy on any other
matter except as provided above. The undersigned stockholder may vote the
Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned. This Proxy is irrevocable to the
extent provided in Section 212 of the Delaware General Corporation Law.
Dated: April ___, 1996
_______________________________________
(Signature of Stockholder)
_______________________________________
Shares beneficially owned: (Print Name of Stockholder)
_________ shares of JTS Common Stock
_________ shares of JTS Series A Preferred Stock
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