IMMUCELL CORPORATION SECOND AMENDMENT TO RIGHTS AGREEMENT DATED AS OF JUNE 30, 2008

IMMUCELL CORPORATION

EXHIBIT 4.1A

SECOND AMENDMENT TO RIGHTS AGREEMENT DATED AS OF JUNE 30, 2008

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”).

WHEREAS, the Company and the Rights Agent are parties to (i) a Rights Agreement dated as of September 5, 1995 (the “Rights Agreement”), providing for the issuance of certain common stock purchase rights (the “Rights”) to holders of the Company’s outstanding Common Stock and (ii) an Amendment to Rights Agreement, dated as of June 30, 2005;

WHEREAS, under Section 7(a) of the Rights Agreement, as so amended, the Rights terminate on or before the Final Expiration Date, defined in Section 1(a) of the Rights Agreement to be September 19, 2008; and

WHEREAS, the Company’s Board of Directors has determined that extending the Final Expiration Date for the Rights and increasing the ownership threshold for determining “Acquiring Person” status are in the best interests of the Company;

NOW, THEREFORE, in consideration of the mutual benefits arising herefrom, the parties hereto agree as follows:

1. FINAL EXPIRATION DATE. Section 1(i) of the Rights Agreement is hereby amended to read in its entirety as follows:

(i) “Final Expiration Date” shall mean the Close of Business on September 19, 2011.

2. ACQUIRING PERSON THRESHOLD. Sections 1(a) and 27(d) of the Rights Agreement are hereby amended such that the referenced ownership threshold for determining “Acquiring Person” status is increased from 15% to 18%.

3. OTHER PROVISIONS. The “Summary of Rights to Purchase Common Stock” (attached to the Rights Agreement as Exhibit B thereto) shall likewise be deemed amended to reflect the changes under Sections 1 and 2 above. In all other respects, the terms and provisions of the Rights Agreement are hereby confirmed and shall remain in full force and effect, subject to the changes stated herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date first above written.

Attest:						IMMUCELL CORPORATION
By:		/s/ Xxxxxx X. Xxxxx				By:		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxx X. Xxxxx						Xxxxxxx X. Xxxxxxx
		Vice President						President and Chief Executive Officer
Attest:						AMERICAN STOCK TRANSFER & TRUST COMPANY
By:		/s/ Xxxxx Xxxxxx				By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxx Xxxxxx						Xxxxxxx X. Xxxxxx
		Assistant Secretary						Vice President