Loan Agreement between the Company and TD Bank, N.A. dated August 13, 2010.
Confidential Treatment as to certain portions has been requested, which portions have been omitted and filed separately with
the Securities and Exchange Commission
This Agreement is entered into this 13 day of August, 2010 by, between and among ImmuCell Corporation
(the “ Borrower ”) and TD Bank, N.A . (together with its successors and assigns, the “ Lender ”).
1. The parties have entered into loan transactions of or about even date herewith in the amount of up to an
aggregate of $2,100,000 with respect to term debt and line of credit financing in said amount secured by real
property and improvements and all business assets of the Borrower (together with all modifications, extensions,
renewals and replacements thereof the “ Loans ”).
2. Under the documents evidencing the Loans (the “ Loan Documents ”), Borrower is required to maintain,
remain in compliance with and otherwise adhere to certain financial covenants (the “ Covenants ”) so long as any
of the Loans are outstanding.
3. The parties intend to memorialize the Covenants in a single document that will remain in full force and effect
until the Loans and any other existing and / or future loans governed hereby are paid in full. In the event of
additional, future loans between the parties, they too will be governed hereby unless expressly stated otherwise in
4. This agreement is intended by the parties, to set forth financial Covenants governing the Loans and all
existing and future loans to the Borrower from the Lender with respect to the specific types of covenants set forth
herein. Certain of the Loan Documents may impose or require compliance with other financial covenants, none of
which are affected hereby.
In consideration of the mutual covenants and conditions herein contained, and intending to be legally bound, the