NOTE PURCHASE AGREEMENT This Note Purchase Agreement, ("Agreement"), is made as of

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").

Company makes the following representations and warranties to Holder:

The Company will issue the Note in compliance with all applicable federal and state securities laws, relying in part upon the representations

and warranties of the Holder in Section 6 below.

Company agrees to abide by the following additional covenants, effective as of the Effective Date and surviving until the Termination

Date or any specified later date:

Holder represents and warrants to the Company as of the time of issuance of the Note as follows:

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WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized representatives

as an instrument under seal for purposes of 14 MRS 751 and 1 MRS 72(26-B) as of the date and year first written above.