INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is made and effective as of

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement ("Agreement")

is made and effective as of February 11, 2022 between Joseph Crabb ("Consultant") and ImmuCell Corporation, a Delaware corporation

Now, therefore, Consultant and Company agree as

Resignation; Engagement.

Consultant hereby resigns, effective

11:59 P.M. on February 11, 2022, from all positions held by Consultant with Company, including without limitation as an employee and an

officer of Company. Company hereby engages Consultant, and Consultant accepts the engagement, to act as a consultant and advisor to the

President of Company and such other Company personnel and agents as the President may from time to time designate with respect to product

development initiatives of Company (including without limitation the regulatory approval processes applicable to Company's Re-Tain

mastitis product) for the term set forth in Section 2 hereof.

2. Term; Termination.

Consultant shall provide consulting services to

Company pursuant to this Agreement for a term commencing on February 12, 2022 and ending on the earlier of (a) April 30, 2023 or (b) the

receipt of the FDA approvals described in Section 4 hereof, unless earlier terminated as provided herein. Company shall be entitled to

terminate this Agreement as provided in Section 3 hereof or in the event that Consultant breaches this Agreement and such breach, if capable

of cure, is not cured within fifteen (15) days after receipt by Consultant of written notice thereof, in which case Company shall have

no further liability to Consultant for compensation pursuant to Section 4 hereof or otherwise.

Consultant's schedule and hours worked under

this Agreement shall be subject to the reasonable discretion of the President of Company, in consultation with the Consultant, subject

to Consultant's reasonable prior personal and other commitments and obligations. Company relies upon Consultant to devote sufficient

time as is reasonably necessary to effectively perform the services contemplated hereby. If Consultant's availability is not sufficient,

in the judgment of the President of Company, Company may provide written notice thereof to Consultant and, if a written schedule and availability

commitment reasonably satisfactory to the President of Company is not achieved within fifteen (15) days of such notice, Company may terminate

this Agreement with no further liability to Consultant for compensation pursuant to Section 4 hereof or otherwise.

pay to Consultant $70,000 when Company receives all FDA approvals needed for the commencement of sales of its Nisin (Re-Tain )

product in the United States (including final NADA approval), provided, however, that such payment shall be due and payable only if Consultant

is a consultant to Company under this Agreement at the time of receipt of all such FDA approvals. The applicable payment shall be made

within thirty days (30) days of receipt of such FDA approvals, and shall be subject to all required tax withholdings.

In addition, if Company undergoes a Change of

Control or sells or licenses all or substantially all of the rights to manufacture and sell its Nisin product, and at the time of such

Change of Control, sale or license Consultant is a consultant to Company under this Agreement, Company will make the payment to Consultant

described in the first paragraph of this Section 4. For purposes hereof, "Change of Control" means (a) the sale of all or

substantially all of Company's assets, or (b) the sale or issuance of capital stock of Company, in a single transaction or series

of related transactions, or a merger, consolidation or similar transaction to which Company is party, the result of which is one or more

persons or entities acting together directly or indirectly acquiring a majority of the outstanding capital stock of Company or of the

surviving or resulting entity in such transaction. For purposes hereof, a license of all or substantially all of the rights to manufacture

and sell Company's Nisin product shall not include a transaction in which Company continues to perform manufacturing services to

or for the benefit of the licensee.

Independent Contractor.

Consultant shall be an independent contractor

and not an employee, partner or agent of Company during the term set forth in Section 2 hereof. During such term, Consultant shall not

be entitled to nor receive any benefit normally provided to Company's employees such as, but not limited to, vacation payment, retirement,

health care or sick pay. Consultant shall be solely responsible for filing all returns and paying any income, social security or other

tax levied upon or determined with respect to any payment made to Consultant pursuant to this Agreement.

6. Confidential Information.

Consultant understands and acknowledges that during

and prior to the term of this Agreement, he has had and will have access to and learn about Confidential Information, as defined below.

(a.) Definition. For

purposes of this Agreement, "Confidential Information" means confidential, secret and proprietary documents,

materials, data and other information, in tangible and intangible form, of and relating to Company and its business and existing and

prospective customers, suppliers, investors and other associated third parties.

Confidential Information shall not include information that is generally

available to and known by the public at the time of disclosure to Consultant or becomes publicly known or available thereafter; provided

that such disclosure is through no direct or indirect fault of Consultant or person(s) acting on Consultant's behalf.

(b.) Company Creation

and Use of Confidential Information. Consultant understands and acknowledges that Company has invested, and continues to invest,

substantial time, money and specialized knowledge into designing, manufacturing and selling products and maintaining and expanding

its customer base. Consultant understands and acknowledges that as a result of these efforts, Company has created, and continues to

use and create, Confidential Information. This Confidential Information provides Company with a competitive advantage over others in

Disclosure and Use Restrictions. Consultant agrees and covenants: (i) to treat all Confidential Information as strictly

confidential; (ii) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it

to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including employees

or consultants of Company) not having a need to know and authority to know and use the Confidential Information in connection with the

business of Company and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of

Consultant's authorized duties to Company (and then, such disclosure shall be made only within the limits and to the extent of such

duties); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources

containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control

of Company, except as required in the performance of Consultant's authorized duties to Company (and then, such disclosure shall

be made only within the limits and to the extent of such duties). Nothing herein shall be construed to prevent disclosure of Confidential

Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or

an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation

or order. Consultant shall promptly provide written notice of any such order to the President of Company.

Consultant understands and acknowledges that his obligations under

this Agreement with regard to any particular Confidential Information shall commence immediately upon Consultant first having access to

such Confidential Information (whether before or after he begins to provide services under this Agreement to Company) and shall continue

during and after his service to Company until such time as such Confidential Information has become public knowledge other than as a result

of Consultant's breach of this Agreement or breach by those acting in concert with Consultant or on Consultant's behalf.

7. Restrictive Covenants.

(a.) Non-solicitation

of Employees. Consultant agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit,

or induce the termination of employment of any employee of Company during the twelve-month period, to run consecutively, beginning

on the last day of Consultant's consulting services to Company.

(b.) Non-disparagement.

Each party agrees and covenants that he or it will not at any time make, publish or communicate to any person or entity or in any

public forum any defamatory or disparaging remarks, comments or statements concerning the other party or his or its businesses, or

any of his or its employees, officers, and existing and prospective customers, suppliers, investors and other associated third

In the event of a breach or threatened breach by Consultant of Section 6 or 7 of this Agreement, Consultant hereby consents

and agrees that Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or

other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of

showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond

or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or

other available forms of relief.

9. Proprietary Rights.

Product. Consultant acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries, ideas

and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or

reduced to practice by Consultant individually or jointly with others during the period of his employment by or his provision of

consulting services to Company and relating in any way to the business or contemplated business of Company (regardless of when or

where the Work Product is prepared or whose equipment or other resources is used in preparing the same) and all printed, physical

and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof