Immucell Corp /De/ Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 21st, 2016 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2016, between ImmuCell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 21st, 2016 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 17, 2016, between ImmuCell Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Peoples Heritage Bank Member FDIC
Immucell Corp /De/ • November 13th, 1996 • In vitro & in vivo diagnostic substances
1,123,810 Shares ImmuCell Corporation Common Stock, par value $0.10 per share PURCHASE AGREEMENT
Purchase Agreement • January 29th, 2016 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York

ImmuCell Corporation, a Delaware corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of 1,123,810 shares (the “Shares”) of Common Stock, par value $0.10 per share (the “Common Stock”), of the Company. The Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Shares purchased pursuant to this Purchase Agreement are herein called the “Securities.”

ARTICLE I DEFINITIONS
Asset Purchase Agreement • January 13th, 2000 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York
417,807 Shares ImmuCell Corporation Common Stock, par value $0.10 per share UNDERWRITING AGREEMENT
Underwriting Agreement • December 21st, 2017 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York

ImmuCell Corporation, a Delaware corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of 417,807 shares (the “Shares”) of Common Stock, par value $0.10 per share (the “Common Stock”), of the Company. The Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company to the Underwriter.

AT THE MARKET OFFERING AGREEMENT April 9, 2024
The Market Offering Agreement • April 9th, 2024 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York

ImmuCell Corporation, a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows:

IMMUCELL CORPORATION and AMERICAN STOCK TRANSFER & TRUST CO. Rights Agent RIGHTS AGREEMENT Dated as of September 5, 1995
Rights Agreement • May 5th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Delaware

Agreement, dated as of September 5, 1995, between ImmuCell Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., a New York corporation (the “Rights Agent”).

1,636,364 Shares ImmuCell Corporation Common Stock, par value $0.10 per share UNDERWRITING AGREEMENT
Underwriting Agreement • March 29th, 2019 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York

ImmuCell Corporation, a Delaware corporation (the “Company”), proposes to sell to Craig-Hallum Capital Group LLC (“you” or the “Underwriter”) an aggregate of 1,636,364 shares (the “Shares”) of Common Stock, par value $0.10 per share (the “Common Stock”), of the Company. The Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company to the Underwriter.

IMMUCELL CORPORATION
Limited Liability Company Agreement • November 13th, 1996 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
IMMUCELL CORPORATION INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 28th, 2007 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Delaware

THIS AGREEMENT is made and entered between ImmuCell Corporation, a Delaware corporation (the “Corporation”, which term shall include any one or more of its subsidiaries where appropriate), and the above-named director (“Indemnitee”), and shall be effective from and after the Effective Date set forth above.

LOAN AGREEMENT
Loan Agreement • July 21st, 2023 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Maine

THIS LOAN AGREEMENT (“Agreement”) effective as of the 17 day of July, 2023, by and between IMMUCELL CORPORATION, a Delaware Corporation with a mailing address of 56 Evergreen Drive, Portland, Maine 04103 (hereinafter “Borrower”), and GORHAM SAVINGS BANK, a Maine banking company, with a mailing address of 10 Wentworth Drive, Gorham, Maine 04038, and its successors and assigns (the “Bank”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 15th, 2021 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 14, 2021, between ImmuCell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

FOURTH AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
Incentive Compensation Agreement • April 1st, 2024 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Fourth Amended and Restated Incentive Compensation Agreement, dated as of March 27, 2024, is by and between ImmuCell Corporation, a Delaware corporation (the “Company”) and Bobbi Jo Brockmann (the “Executive”), and replaces and supersedes in its entirety the Third Amended and Restated Incentive Compensation Agreement, dated as of March 28, 2023, between the Company and the Executive.

WITNESSETH:
Employment Agreement • April 24th, 2001 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Maine
AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT BETWEEN THE COMPANY AND BOBBI JO BROCKMANN DATED AS OF MARCH 29, 2021
Incentive Compensation Agreement • March 30th, 2021 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Amended and Restated Incentive Compensation Agreement, dated as of March 29, 2021, is by and between ImmuCell Corporation, a Delaware corporation (the “Company”) and Bobbi Jo Brockmann (the “Executive”), and replaces and supersedes in its entirety the Amended and Restated Incentive Compensation Agreement, dated as of March 25, 2020, between the Company and the Executive.

FOURTH AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
Incentive Compensation Agreement • March 29th, 2023 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Fourth Amended and Restated Incentive Compensation Agreement, dated as of March 28, 2023, is by and between ImmuCell Corporation, a Delaware corporation (the “Company”) and Elizabeth L. Williams (the “Executive”), and replaces and supersedes in its entirety the Third Amended and Restated Incentive Compensation Agreement, dated as of November 11, 2022, between the Company and the Executive.

LICENSE AGREEMENT
License Agreement • November 13th, 1996 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Delaware
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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 6th, 2021 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Maine

This Note Purchase Agreement, (“Agreement”), is made as of June 30, 2021, by and between the Maine Technology Institute, a non-profit corporation organized under the laws of the State of Maine (“Holder”), and ImmuCell Corporation, a Corporation organized under the laws of the State of Delaware, Federal tax identification number 01-0382980 (“Company”) (collectively referred to as the “Parties”).

LICENSE AND SUBLICENSE AGREEMENT
License and Sublicense Agreement • November 19th, 2004 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • New York

This Agreement is entered into as of April 12, 2000 between Licensor AMBI Inc., a New York corporation (“AMBI”), and Licensee ImmuCell Corporation, a Delaware corporation (“IC”) (collectively “parties”).

IMMUCELL CORPORATION SECOND AMENDMENT TO RIGHTS AGREEMENT DATED AS OF JUNE 30, 2008
Rights Agreement • March 27th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

THIS AMENDMENT is entered into as of June 30, 2008, between IMMUCELL CORPORATION, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”).

AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
Incentive Compensation Agreement • March 29th, 2023 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT, dated as of March 28, 2023, is by and between IMMUCELL CORPORATION, a Delaware corporation (the “Company”) and MICHAEL F. BRIGHAM (the “Executive”), and replaces and supersedes in its entirety the Incentive Compensation Agreement, dated as of March 28, 2022, between the Company and the Executive.

IMMUCELL CORPORATION Amendment to Construction Loan Agreement between the Company and TD Bank N.A. dated March 1, 2017. AMENDMENT TO CONSTRUCTION LOAN AGREEMENT
Construction Loan Agreement • March 30th, 2017 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Amendment to Construction Loan Agreement is entered into this 1st day of March, 2017, by and between ImmuCell Corporation, a Delaware corporation having an address of 56 Evergreen Drive, Portland, Maine 04103 (hereinafter referred to as "Borrower") and TD Bank, N.A., a national banking association having a place of business at One Portland Square, P.O. Box 9540, Portland, County of Cumberland, and State of Maine (hereinafter referred to as the "Lender"), for itself and as agent for any Affiliate Counterparty, and amends that certain Construction Loan Agreement dated as of March 28, 2016 by and between such parties.

Contract
Supply Agreement • September 11th, 2019 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

The undersigned, being the parties to the Supply Agreement, dated as of October 14, 2015, as amended by Amendments, dated May 22, 2017 and June 27, 2017 and incorporating some or all of an agreement dated January 4, 2010 (collectively, the “Supply Agreement”), hereby agree as follows:

AMENDING AGREEMENT
Amending Agreement • March 6th, 2024 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances
SEVERANCE AGREEMENT
Severance Agreement • March 27th, 2020 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This Severance Agreement, dated as of March 25, 2020, is by and between IMMUCELL CORPORATION, a Delaware corporation (the “Company”) and MICHAEL F. BRIGHAM (the Executive”).

IMMUCELL CORPORATION AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2010 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

IMMUCELL CORPORATION, a Delaware corporation (the “Company”), and MICHAEL F. BRIGHAM, an individual residing in Kennebunk, Maine (“Brigham”), hereby agree as follows as of this 26th day of March 2010.

FOURTH AMENDMENT OF LEASE
Of Lease • June 14th, 2024 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances

This is a Fourth Amendment of Lease (this “Amendment”) dated as of this 11th day of June 2024, by and between TVP, LLC, with a mailing address of P.O. Box 66749, Falmouth, Maine 04105 (hereinafter the “Landlord”), and ImmuCell Corporation with a mailing address of 56 Evergreen Drive, Portland, Maine 04103 (hereinafter the “Tenant”).

Exhibit 10.25
Separation Agreement • March 31st, 1999 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Maine
IMMUCELL CORPORATION EMPLOYMENT AGREEMENT DATED APRIL 29, 1999 BETWEEN THE REGISTRANT AND MICHAEL F. BRIGHAM EMPLOYMENT AGREEMENT
Employment Agreement • March 27th, 2009 • Immucell Corp /De/ • In vitro & in vivo diagnostic substances • Maine

AGREEMENT made this 29th day of April, 1999, between IMMUCELL CORPORATION, a Delaware Corporation (the “Company”), and Michael F. Brigham, of Kennebunk, Maine (“Brigham”).

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