EX-10 12 igi-1078.txt EXHIBIT 10.78 EXHIBIT 10.78 TERMINATION AND RELEASE OF PLEDGE AND SECURITY AGREEMENT TERMINATION AND RELEASE OF PLEDGE AND SECURITY AGREEMENT, dated as of May 30, 2002, by and among AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation, with offices at Two Bethesda Center-14th Floor, Bethesda, Maryland 20814, (the "Lender") and IGI, INC., a Delaware corporation, IMMUNOGENETICS, INC., a Delaware corporation, IGEN, INC., a Delaware corporation, and BLOOD CELLS, INC., a Delaware corporation, all of which having a principal place of business at 105 Lincoln Avenue, Buena, New Jersey 08310. WHEREAS, pursuant to the (i) Note and Equity Purchase Agreement, dated October 29, 1999, between the IGI, Inc., IGEN, Inc., Immunogenetics, Inc. and Blood Cells, Inc. (collectively referred to as "the Borrowers") and the Lender, as amended and in effect from time to time ("the Purchase Agreement"), and (ii) the Pledge and Security Agreement, dated October 29, 1999, between the Lender and the Borrowers, as amended and in effect from time to time ("the Pledge Agreement), each for the purpose of securing certain obligations of the Company to the Lender; WHEREAS, pursuant to the Purchase Agreement and the Pledge Agreement, the Borrowers granted to the Lender a security interest in and lien on the shares, securities, equity and any other ownership interest of any kind owned by each of the respective Borrowers in the entities set forth on Exhibit A attached hereto (collectively referred to in the Pledge Agreement and hereinafter as "the Collateral"); WHEREAS, the Lender has agreed to terminate the Pledge Agreement and release any and all of the security interests, rights, title and/ or other interests created, arising from, granted and/or otherwise conveyed to the Lender by, from or under the Pledge Agreement in or to the Collateral; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrowers agree as follows: 1. Release and Termination. The Lender hereby terminates the Pledge Agreement and releases to the Borrowers without recourse any and all of its liens, security interests, rights and/or title in or to the Collateral created, arising from, granted and/or otherwise conveyed to the Lender by, from or under the Pledge Agreement. 2. Counterparts. This Release may be executed in any number of counterparts which shall together constitute one and the same agreement. IN WITNESS WHEREOF, the Lender has executed the Termination and Release, to take effect as of the date first set forth above. AMERICAN CAPITAL STRATEGIES, LTD. By: /s/ Ira J. Wagner ------------------------------- Name: IRA J. WAGNER ------------------------------ Title: EVP & COO ------------------------------ CERTIFICATE OF ACKNOWLEDGMENT STATE OF MARYLAND ) )ss. COUNTY OF Prince Georges ) -------------- Before me, the undersigned, a Notary Public in and for the county aforesaid, on the 31 day of May, 2002, personally appeared Ira Wagner to me known personally, and who, being by me duly sworn, deposes and says that he is a COO of AMERICAN CAPITAL STRATEGIES, LTD., and that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors, and said officer acknowledged said instrument to be the free act and deed of said corporation. /s/ Samantha L. Blizzard ------------------------------- Notary Public My Commission Expires: Samantha L. Blizzard My Commission Expires On December 1, 2002 2 EXHIBIT A
Number of Shares Name of Company Owned by IGI Type of Stock --------------- ---------------- ------------- IMX Corporation 271,714 Common Igen, Inc. 100 Common Microburst Energy, Inc. 2,850 Common Indovax 20% of the outstanding Common shares of Common Stock Number of Shares Name of Company Owned by Igen Type of Stock --------------- ---------------- ------------- ImmunoGenetics, Inc. 100 Common Blood Cells, Inc. 100,000 Common Marketing Aspects, Inc. 0* Vista International Sales Co. 0* Flavorsome, Ltd. 0* Number of Shares Name of Company Owned by ImmunoGenetics Type of Stock --------------- ----------------------- ------------- IGI do Brasil 99 Common * IGEN, Inc. organized Marketing Aspects, Inc., Vista International Sales Co., and Flavorsome, Ltd., but never issued any stock and such subsidiaries are not operating and have no material assets.
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