INTRACEL CORPORATION. Common Stock Warrant Intracel Corporation, a Massachusetts corporation (the "Company"), hereby certifies that, for value received, NORTHSTAR ADVANTAGE HIGH TOTAL RETURN FUND (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 P.M. New York time, on April 1, 2003 (or such earlier date as provided in Section 7 hereof) (the "Expiration Time"), up to seventy-nine thousand five hundred thirty-seven (79,537) fully paid and nonassessable shares of the Company's Common Stock, no par value per share, at a purchase price per share of $14.00 (the "Purchase Price"). The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. This warrant (this "Warrant") is issued pursuant to a certain Note and Warrant Purchase Agreement, dated as of June 21, 1996, between the Company and the Holder, a copy of which is on file at the principal office of the Company (the "Purchase Agreement"). As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
INTRACEL CORPORATION. By: --------------------------- Name: ------------------------- Title: ------------------------ LANDLORD: LEHIGH VALLEY HOSPITAL AND HEALTH NETWORK By: --------------------------- Name: ------------------------- Title: ------------------------ 169 EXHIBIT A DESCRIPTION OF CLEAN ROOM, AND CLINICAL PATIENT CARE, ADMINISTRATIVE AND STORAGE SPACE SEE ATTACHED 170 EXHIBIT B DESCRIPTION OF FIXTURES AND EQUIPMENT Set forth below is a description of the Fixtures and Equipment.
INTRACEL CORPORATION. By: ------------------------------------- Name: Title: MENTOR CORPORATION
INTRACEL CORPORATION. Common Stock Warrant Intracel Corporation, a Delaware corporation (the "Company"), hereby certifies that, for value received, Northstar High Total Return Fund II (the "Holder") or its registered assigns, is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 P.M. New York time, on August 25, 2003 (or such earlier date as provided in Section 7 hereof) (the "Expiration Time"),up to One Hundred Ninety Thousand Eight Hundred Eighty Eight(190,888) fully paid and nonassessable shares of the Company's Common Stock, $.0001 par value per share, at a purchase price per share of $7.00 (the "Purchase Price"). The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. This Amended and Restated Warrant (this "Warrant") amends, as of August 25, 1998 the warrant issued on June 11, 1996 pursuant to a Note and Warrant Purchase Agreement dated as of June 11, 1996, a copy of which is on file at the principal office of the Company. This Warrant has been amended and restated in accordance with the terms of a certain Securities Purchase Agreement, dated as of August 25, 1998, between, among other parties, the Company and the Holder, a copy of which is on file at the principal office of the Company (the "Securities Purchase Agreement"). This Warrant was not issued as part of any unit. As used herein, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement. This warrant is subject to the rights and obligations set forth in that certain Registration Rights Agreement dated as of August 25, 1998, between, among other parties, the Company and the Holder, a copy of which is on file at the principal office of the Company (the "Registration Rights Agreement.") As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
