Exhibit 99.2
June 25, 2002
VIA FEDEX
IGI Inc.
Wheat Road and Lincoln Avenue
Buena, NJ 08310
Attn Chairman
Re: Warrant No. W-1 Issued by IGI Inc., to American Capital
Strategies, Ltd.
Gentlemen:
Enclosed please find Warrant No. W- l issued as of October 29, 1999
(the "Warrant"), by IGI, Inc. (the "Company"), to American Capital
Strategies, Ltd. ("ACAS"). Also enclosed please find ACAS' Exercise
Agreement in the form of Exhibit I to the Warrant whereby ACAS is
exercising the Warrant in full. Please note that in accordance with the
terms of the Warrant, this is to be a "Net Issue Exercise." The current
Fair Market Value of IGI Common Stock $0.01 par value (the "Common Stock")
for purposes of the Warrant is $0.67 per share. Therefore, ACAS is to be
issued 1,878,640 shares of Common Stock (the "Shares").
Please note that simultaneously with delivery of this letter, we are
delivering a Purchaser Notice under the Note and Equity Purchase Agreement
dated as of October 29, 1999 by and among the Company, IGI, and certain of
their respective affiliates (the "Note Agreement"). The certificate for
the Shares should be issued to "American Capital Strategies, Ltd." unless
the Company exercises its right to purchase the Shares in accordance with
the Purchaser Notice and Section 9 of the Note Agreement.
Sincerely,
AMERICAN CAPITAL STRATEGIES LTD.
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx, Executive Vice President
Chief Operating Officer
