Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 17, 2023

ImmuCell Corporation

(Exact name of registrant as specified in its charter)

DE		001-12934		01-0382980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

56 Evergreen Drive Portland, Maine		04103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 207-878-2770

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K ﬁling is intended to simultaneously satisfy the ﬁling obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value per share		ICCC		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 – Entry into a Material Definitive Agreement

The information set forth in Item 2.03 is hereby incorporated by reference into this item 1.01.

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On July 17, 2023, ImmuCell Corporation (the "Company") entered into definitive agreements covering certain credit facilities with Gorham Savings Bank (“GSB”) and the Finance Authority of Maine (“FAME”) in the aggregate principal amount of $3 million. The GSB facility is a $2 million term note bearing interest at a fixed rate of 7.00% per annum with monthly principal and interest payments based on a seven-year amortization schedule with a three-year term. The FAME facility is a $1 million term note bearing interest at a fixed rate of 8.00% per annum with monthly principal and interest payments based on a seven-year amortization schedule with a three-year term. The loan proceeds will be used to provide additional working capital.

The credit facilities are secured by mortgages and security interests with respect to substantially all of the Company’s assets. The Company’s failure to make timely payments of principal and interest, or otherwise to comply with the terms of its agreements with GSB or FAME, would entitle the lender to, among other things, accelerate the maturity of such debt and demand repayment in full.

The two Term Notes and the two Loan Agreements executed in connection with these credit facilities are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this Current Report on Form 8-K.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Term Note for $2,000,000 executed by ImmuCell Corporation in favor of Gorham Savings Bank dated July 17, 2023.
10.2		Loan Agreement, by and between ImmuCell Corporation and Gorham Savings Bank dated July 17, 2023.
10.3		Economic Recovery/SSBCI Program Loan Promissory Note for $1,000,000 executed by ImmuCell Corporation in favor of the Finance Authority of Maine dated July 17, 2023.
10.4		Economic Recovery Loan Program Loan Agreement, by and between ImmuCell Corporation and the Finance Authority of Maine dated July 17, 2023.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMMUCELL CORPORATION

Dated: July 21, 2023	By:	/s/ Michael F Brigham
		Michael F. Brigham
		President, Chief Executive Officer and Principal Financial Officer

Exhibit 10.1

TERM NOTE

$2,000,000

July 17, 2023

FOR VALUE RECEIVED, IMMUCELL CORPORATION, a Delaware corporation with a place of business at 56 Evergreen Drive, Portland, Maine 04103 (the “Borrower”), promises to pay to the order of GORHAM SAVINGS BANK (“Lender”), the principal sum of Two Million and 00/100 Dollars ($2,000,000) or so much thereof as may be advanced and outstanding from time to time) together with interest thereon at a rate per annum (“Interest Rate”) equal to seven percent (7%) per annum.

The Borrower shall repay this note in equal consecutive monthly payments of principal and interest in the amount of $30,291.63 (the “Payment Amount”) each, beginning one (1) month from the date hereof and continuing on the same day of each month thereafter, with all remaining principal and interest due and payable Three (3) years from the date hereof (the “Maturity Date”).

If the Payment Amount stated above is insufficient to pay the accrued interest on any payment due date, the payment shall increase to an amount sufficient to pay such accrued interest. Interest shall be calculated on the basis of a three hundred sixty (360) day year counting the actual number of days elapsed. Payments when received shall be first applied to interest, late charges, fees and costs, and then the balance if any to principal.

AMORTIZATION:

Monthly principal and interest is based on a 84 month amortization schedule.

DEFINITIONS. As used herein the following terms shall have the meanings assigned:

a) “Amounts Owing Hereunder” shall mean the entire outstanding principal balance of this Note; all accrued, unpaid interest; and all charges and expenses payable by Borrower to Lender under the Loan Documents, including, without limitation, all unpaid late payment fees and default interest, if any.

b) “Lender” shall mean GORHAM SAVINGS BANK, its successors and assigns, including any subsequent holder hereof.

c) “Loan Document(s)” shall mean this Note, the commitment letter dated April 26, 2023, any other debt instrument of Borrower held by Lender, the Security Agreement of even or recent date, and all other agreements, documents or writings evidencing, governing or securing the indebtedness and obligations of Borrower to Lender, including, without limitation, all guaranties and any security therefor.

d) “Parties Liable Herefor” shall mean Borrower, and any guarantor, endorser, accommodation party or other surety, now existing or hereafter arising. All undertakings and obligations of Parties Liable Herefor shall be joint and several.

PREPAYMENT. Borrower may prepay this Note at anytime without penalty.

LATE PAYMENT. If any payment is received ten (10) or more days after date due, then all Parties Liable Herefor shall be liable to Lender for a late payment fee of Six Percent (6.0%) of the total amount of such delinquent payment, to be assessed at the option of Lender at any time while any balance remains outstanding hereunder. Failure to collect a late payment fee on any one or more occasions shall not be deemed to waive the right of Lender to subsequently collect such late payment fees. Acceptance of late payment fees shall not waive or impair Lender’s rights to require timely payment of all amounts due hereunder.

DEFAULT INTEREST RATE. Lender shall have the right to charge interest on the unpaid principal balance hereof at an interest rate Five Percent (5.0%) per annum in excess of the rate of interest otherwise payable as provided herein, for any period during which any Party Liable Herefor shall be in default under any Loan Document, including without limitation any monetary or payment default, subject to notice, if required, and expiration of any applicable cure period, if any. In the event of default under this Note or under any Loan Document followed by collection and enforcement activity by Lender, the Default Interest Rate shall accrue and be payable until actual payment and satisfaction of all Amounts Owing Hereunder. Failure to collect default interest rates on any one or more occasions shall not be deemed to waive the right of Lender to subsequently collect such rates. Acceptance of default interest rates shall not waive or impair Lender’s rights to require timely payment of all amounts due hereunder.

The Bank, in its sole discretion, may adjust the monthly payment to an amount which will approximately amortize the remaining principal balance, at the default interest rate, based on the note amortization schedule; however this will not change the Maturity Date. Borrower agrees however, to pay at least the interest portion of any payment should it exceed the regularly scheduled payment each month, regardless of whether notice is sent of changes in the monthly installment amount. Any unpaid principal plus accrued interest shall be due and payable at maturity. Monthly payments when received at the option of the lender hereof shall be first applied to interest, late charges, fees and costs, and then the balance if any to principal.

All payments due hereunder shall be payable to GORHAM SAVINGS BANK at any of its offices, or to such other parties or addresses as Lender may from time to time designate in writing. After the date of this Note, if future advances are made to the Borrower under this Note, such advances shall be added to the principal balance due hereunder, shall bear interest as provided in this Note, and shall be governed by all of the terms of this Note.

The Borrower will, at all times (upon reasonable prior notice and during normal business hours) make its books and records available, in its offices, for inspection, examination, and copying by the Lender and its representatives and will, at all times (upon reasonable prior notice and during normal business hours), permit inspection of its properties by the Lender and its representatives.

The Borrower will promptly advise Lender of any notice in respect of any order, claim or proceeding received by the Borrower as to material violations or alleged material violations of any statutes, orders, rules or regulations requiring any material work, repair or capital expenditures, or which may result in any material money penalties or costs to Borrower.

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The Borrower will pay or reimburse the Lender, on demand, for all expenses (including, without limitation, attorney’s and paralegal fees and expenses) reasonably incurred or paid by the Lender in connection with the preparation, analysis, amendment or rearrangement of the Loan Documents and any instrument, agreement or document executed and delivered pursuant thereto or in connection therewith, or with the successful enforcement by the Lender of its rights as against the Borrower or any other person primarily or secondary liable to the Lender in respect of any obligations by the Borrower or such person to the Lender, or with the administration, supervision, protection or realization of any security held by the Lender for any of such obligations, and in the successful defense, settlement or satisfaction of any action, claim or demand asserted against the Lender with respect to the Lender’s rights or liabilities in respect of any such obligations, all of which shall be included in the obligations secured hereunder. At its option, and without limiting any rights or remedies, the Lender may pay or discharge taxes, liens, security interests and other encumbrances at any time levied against or placed on any of the Collateral and may procure and pay any premiums on any insurance to be carried by the Borrower or provide for the maintenance and preservation of the collateral and add the expense thereof to the obligations secured hereby.

From time to time hereafter, the Borrower will execute and deliver, or will cause to be executed and delivered, such additional instruments, certificates or documents, and will take all such actions, as the Lender may reasonably request, for the purpose of implementing or effectuating the provisions of the Loan Documents, or for more fully perfecting or renewing the Lender’s rights with respect to the collateral pursuant hereto or thereto.

Borrower agrees that the Amounts Owing Hereunder may be demanded by Lender upon the occurrence of any one or more of the following events of default (“Events of Default”):

(a) Failure by Borrower to pay as and when due and payable any interest on or principal of or other sum payable under this Note, and continuation of such failure for a period of ten (10) days after such due date; or

(b) Failure by Borrower and/or any Parties Liable Herefor to pay as and when due and payable any sums to be paid by Borrower or Parties Liable Herefor under any Loan Documents (including, but not limited to, any payments required for taxes, insurance premiums and water and sewer charges) and continuance of such failure for a period of ten (10) days after written notice thereof from Lender; or

(c) Failure by Borrower or any Parties Liable Herefor to duly observe or perform any other term, covenant, condition or agreement contained in any note from Borrower and/or any Parties Liable Herefor to Lender, or the Loan Documents, and the continuance of such failure for a period of thirty (30) days after written notice thereof from Lender except as otherwise provided herein; or

(d) Any material representation or warranty of Borrower or any Parties Liable Herefor in any Loan Document shall prove to have been false or incorrect in any material respect; or

(e) The merger, dissolution, liquidation, termination of existence, sale of substantially all the assets of or insolvency of, or commencement of any kind of insolvency or bankruptcy proceeding by or against, or any assignment for the benefit of its creditors by, the Borrower or any Parties Liable Herefor, provided that upon the filing of any involuntary insolvency or bankruptcy proceeding, Borrower and any Parties Liable Herefor shall have ninety (90) days in which to contest and procure a dismissal of such proceeding during which Lender may suspend any further advances hereunder; or

(f) Any other event of default under any Loan Document, or any guaranty, security agreement, mortgage or other agreement (whether or not such other agreement relates to or secures this Note) entered into between Lender and Borrower or any Parties Liable Herefor, which is not cured within any applicable cure period; or

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(g) Any other default by Borrower with respect to its indebtedness or obligations to any other creditors, except as are being actively contested in good faith and by appropriate proceedings with adequate reserves established therefore or except for claims amounting to less than $25,000 in the aggregate.

Upon the occurrence of any Events of Default, Lender may make demand for Amount Owing Hereunder; cease making advances hereunder; and exercise any rights and remedies of a secured party under the Delaware Uniform Commercial Code and/or of any of the Loan Documents.

All notices, requests and other communications to any party hereunder shall be in writing (including bank wire, telex, telecopy or similar writing), except for any telephone notices as specifically provided for herein, may be personally served or sent by telex, telecopier, mail or the express mail service of the United States Postal Service, FedEx or other equivalent overnight or expedited delivery service, and (a) if given by personal service, telex (confirmed by telephone) or telecopier (confirmed by telephone), it shall be deemed to have been given upon receipt; (b) if sent by telex or telecopier without telephone confirmation, it shall be deemed to have been given twenty-four (24) hours after being given; (c) if sent by mail, it shall be deemed to have been given upon the earlier of (i) actual receipt, or (ii) three (3) Business Days after deposit in a depository of the United States Postal Service, first class mail, postage prepaid, or actual receipt; (d) if sent by Federal Express, the express mail service of the United States Postal Service or other equivalent overnight or expedited delivery service, it shall be deemed given upon the earlier of (i) actual receipt or (ii) twenty-four (24) hours after delivery to such overnight or expedited delivery service, delivery charges prepaid, and properly addressed to Borrower or the Lender, as applicable. For purposes hereof, the address of the parties to this Agreement shall be as follows:

	To Lender:	GORHAM SAVINGS BANK
		10 Wentworth Drive
		Gorham, Maine 04038
		Attn: Nick Weightman, SVP

	To Borrower:	IMMUCELL CORPORATION
		Attn: Michael F. Brigham
		56 Evergreen Drive
		Portland, ME 04103
		Attn: President & CEO

Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, at its option, without notice or demand and without liability, following and during the continuation of any Event of Default, to set-off and apply any and all deposits (general or special, time or demand, provisional or final, excepting, however, any fiduciary or escrow accounts established by Borrower into which only funds of unrelated third-parties are deposited, and provided that Borrower has informed Lender and the applicable Lender of the nature of such accounts) at any time held, and other indebtedness at any time owing, by such Lender to or for the credit or the account of Borrower against any and all of the Amounts Owing Hereunder now or hereafter existing under this Note and the other Loan Documents, in such order and manner as such Lender may determine in its sole discretion.

No failure to exercise and no delay in exercising, on the part of Lender, any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights of remedies provided by law.

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The Borrower and all Parties Liable Herefor, whether principal, guarantor, endorser or otherwise, hereby waive demand, notice and protest, and waive all recourse to suretyship and guarantorship defenses generally, including but not limited to, any extension of time for payment or performance which may be granted to Borrower or to any other liable party, any modifications or amendments to this Agreement or any documents securing payment and performance hereof, any act or omission to act by or behalf of Lender, any invalidity or unenforceability of security given herefor, any suretyship defenses or impairment of collateral, any release, whether intentional, unintentional, or by operation of law, of security, any release, whether intentional, unintentional or by operation of law, of a liable party or parties, and all other indulgences of any type which may be granted by Lender to the Borrower or any party liable herefor, and to also agree to pay all costs of collection of the indebtedness evidenced hereby, including, without limitation, reasonable attorneys’ fees which may be incurred in connection therewith, The Borrower hereby submits to the jurisdiction of the Courts of the State of Maine, and the United States District Courts therein, and to the jurisdiction of all courts to which an appeal may be taken, for the purpose of any action or other proceeding arising out of any obligation under this Agreement, and expressly waives any objections as to venue in any of such courts.

This Note shall be binding upon and inure to the benefit of the Borrower, Lender and their respective successors and assigns.

This Note and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of Maine.

If more than one person or entity executes this Note in favor of Lender, all obligations shall be joint and several with respect to each.

The singular form of any word used herein shall include the plural and vice versa. The use herein of a word of any gender shall include each of the masculine, feminine and neuter genders. The headings or titles of the several sections and paragraphs of this Agreement shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof.

If any term or provision of this Agreement shall be held invalid or unenforceable under any applicable laws, such invalidity or unenforceability shall not affect the validity or enforceability of any other terms or provisions of this Agreement.

It is intended, and Borrower and Lender hereby agree, that (i) a default under or in respect of any obligation of Borrower issued pursuant hereto or any Loan Documents or other security securing such obligation shall constitute a default in respect of the other obligations of Borrower to Lender and (ii) each obligation of Borrower to Lender is secured by the collateral of Borrower and the Loan Documents or any other security therefor. Borrower agrees that any and all collateral that the Lender has or may have or may in the future acquire from the Borrower for any current or future obligations of any of the foregoing to Lender shall be security for all obligations that the Borrower now has or may in the future incur to the Lender. Borrower shall execute and deliver to the Lender such mortgages, security agreements and other security documents satisfactory to the Lender to reflect and assure such cross-collateralization.

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LENDER AND BORROWER AGREE THAT NEITHER OF THEM NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY RELATED INSTRUMENTS, OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM, OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY LENDER AND BORROWER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER LENDER NOR BORROWER HAS AGREED WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

THE PARTIES AGREE THAT NO PROMISE, CONTRACT OR AGREEMENT TO LEND MONEY, EXTEND CREDIT, FOREBEAR FROM COLLECTION OF A DEBT OR MAKE ANY OTHER ACCOMMODATION FOR THE REPAYMENT OF A DEBT MAY BE ENFORCED AGAINST LENDER UNLESS THE PROMISE, CONTRACT OR AGREEMENT IS IN WRITING AND SIGNED BY THE LENDER. ACCORDINGLY, BORROWER CANNOT ENFORCE ANY ORAL PROMISE UNLESS IT IS CONTAINED IN LOAN DOCUMENTS SIGNED BY THE LENDER, NOR CAN ANY CHANGE, FORBEARANCE, OR OTHER ACCOMMODATION RELATING TO THE OBLIGATIONS, THE NOTE OR ANY OTHER OF THE LOAN DOCUMENTS BE ENFORCED, UNLESS IT IS IN WRITING AND SIGNED BY THE LENDER. BORROWER ALSO UNDERSTANDS AND AGREES THAT ALL FUTURE PROMISES, CONTRACTS OR AGREEMENTS OF THE LENDER RELATING TO ANY OTHER TRANSACTION BETWEEN IT AND THE LENDER CANNOT BE ENFORCED IN COURT UNLESS THEY ARE IN WRITING AND SIGNED BY THE LENDER. BY EXECUTION OF THIS AGREEMENT, BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THE REQUIREMENT OF A WRITING DESCRIBED IN THIS PARAGRAPH SHALL APPLY TO THIS NOTE, THE OBLIGATIONS, THE LOAN DOCUMENTS, ANY EXTENSION, MODIFICATION, RENEWAL, FORBEARANCE OR OTHER ACCOMMODATION RELATING HERETO OR THERETO AND TO ANY OTHER CREDIT RELATIONSHIP BETWEEN BORROWER AND LENDER (WHETHER NOW EXISTING OR CREATED IN THE FUTURE), WHETHER OR NOT THE AMOUNT INVOLVED EXCEEDS $250,000.

Borrower submits to the jurisdiction of any state or federal court located within the State of Maine in connection with any suits or proceedings arising from or under this Note, and Borrower hereby waives personal service of any and all process upon Borrower, and consents that all such service of process be made by registered mail, or certified mail, return receipt requested, directed to Borrower at the address stated at this Note (or such other address as Borrower may have given Lender notice of under the terms of this Note) and service so made shall be deemed to be completed five (5) days after the same shall have been mailed to Borrower’s address.

Borrower hereby consents to the release and disclosure from time to time by Lender to any institution now or hereafter acquiring a participation interest in any of the Loan Documents, to any guarantor now or hereafter existing as to any of the Loan Documents and to Lender’s parent and affiliated financial institutions of any of the following items or matters: (i) copies or originals of any and all “financial records” (as defined at 9-B M.R.S. § 161, as amended) of Borrower now or hereafter in the possession or under the control of Lender, and (ii) any and all notices, financial and operating reports, balance sheets, financial statements, consultants’ reports, and any and all documentation and information of or regarding Borrower heretofore or hereafter provided to or generated by or for the benefit of Lender in connection with this Agreement or any of the obligations now or hereafter existing.

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This Note and any extensions, renewals, refinances hereof and substitutions herefor shall be deemed to be secured by the terms of any mortgages or other security documents now held by, or in the future to be granted to, Lender, whether from the Borrower or any other Parties Liable Herefor, and whether or not such security is described therein. Lender shall have the right, without notice, upon and during the continuation of any Event of Default to reduce to possession and to set-off against any and all obligations and liabilities of Borrower any account, deposit or other property of the Borrower coming into Lender’s possession, or any other claim of Borrower against Lender.

Delay or failure on the part of Lender in exercising any rights herein shall not operate as a waiver of these or any other rights under this Note. After the due date, or acceleration or demand of all Amounts Owing Hereunder, the acceptance by Lender of any payment representing less than the total balance of all Amounts Owing Hereunder shall not constitute a waiver or relinquishment of Lender’s right to full and immediate payment of all remaining Amounts Owing Hereunder.

All Parties Liable Herefor hereby waive demand, presentment, notice of dishonor and protest. This Note shall take effect as an instrument under seal. This Note evidences a loan for business and/or commercial purposes.

All Parties Liable Herefor assent to its terms and consent to any and all extensions of time and all other indulgences, to any substitution, exchange or release of collateral, if any, and/or to the addition or release of any other party or person primarily or secondarily liable, all without notice, and generally waive all suretyship rights and defenses while any sums remain outstanding hereunder.

This Note constitutes the entire and integrated agreement and understanding between the Borrower and Lender, and it supercedes any prior negotiations, representations or agreements, either written or oral. Borrower agree that any representation, promise, condition or inducement, express or implied, not included in writing in this agreement shall not be binding upon any party. This agreement may be amended or modified only by a written modification signed by all parties.

Reference is made to a certain commitment letter dated April 26, 2023, as amended, the terms of which shall survive the closing. This Note is secured by:

(A) A security interest in all assets of the Borrower, including but not limited to, accounts, accounts receivable, inventory, fixtures, machinery and equipment located at 56 Evergreen Drive, 33 Caddie Lane, 14 Wedge Way, 175 Industrial Way and 165 Industrial Way, in Portland, Maine.

(B) A Mortgage encumbering certain property located at 14 Wedge Way, Portland, Maine (the “Mortgaged Property”) and all building materials, fixtures, machinery and equipment owned by Borrower and necessary or incidental to the general operation and maintenance of each portion of the Mortgaged Property, and all renewals and replacements thereof or additions thereto, all as more specifically described in the Mortgage.

(C) An absolute assignment of all of the Borrower’s right, title and interest in and to any and all present and future leases and agreements of lease affecting any portion of the Mortgaged Property.

(D) Uniform Commercial Code financing statements in favor of the Bank for purposes of perfecting the Bank’s security interests granted pursuant to the Mortgages in all fixtures now owned or hereafter acquired by the Borrower and located on or used in connection with any portion of the Mortgaged Property.

(E) An Environmental Indemnity Agreement executed by the Borrower in favor of the Bank pursuant to which the Borrower will indemnify, defend and hold the Bank harmless from and against all costs, claims, liability or expense arising in connection with Environmental Laws, Regulated Substances, or Contamination as such terms are defined in the Environmental Indemnity.

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WITNESS its hand and seal.

Witness		IMMUCELL CORPORATION

/s/ Michael Anderson		/s/ Michael F. Brigham
		Michael F. Brigham
		Its President & CEO

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Exhibit 10.2

LOAN AGREEMENT

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”).

Background

The Borrower desires to borrow from the Bank and the Bank, subject to the terms and conditions set forth herein, is prepared to lend to the Borrower the total sum of TWO MILLION and 00/100 dollars ($2,000,000.00) for purposes of supporting working capital, in connection with the Bank issued commitment letter to the Borrower dated April 26, 2023, as amended, (the “Commitment”).

NOW THEREFORE, in consideration of the premises, and of the mutual promises and undertakings of the parties set forth herein, and with the intention of being legally bound hereby, the parties hereto agree as follows:

1. The Loan.

(a) Purpose and Amount. The Bank shall loan to the Borrower subject to the terms herein up to the sum of TWO MILLION and 00/100 dollars ($2,000,000.00) (the “Loan”) for the purpose of supporting working capital of the Borrower. Subject to all the terms and provisions hereof, the Bank hereby agrees to lend to Borrower, and Borrower hereby agrees to borrow from the Bank, the full amount of the Loan, to be advanced as provided herein and repaid together with accrued interest thereon and with all costs and charges due and owing under this Agreement, all as hereinafter and in the Note more particularly set forth. The Loan shall be evidenced by the Note, and repayment of the Note and all other sums due the Bank under the terms hereof shall be secured by the Loan Documents set forth below.

(c) Loan Documents; Security.

(i) The Borrower’s obligation to repay the Loan and any other sums loaned to the Borrower by the Bank hereunder is evidenced by the Borrower’s promissory note dated as of July 17, 2023, in the Principal Sum of TWO MILLION and 00/100 dollars ($2,000,000.00) (the “Note”), providing for the payment of principal, together with interest thereon at the rate set forth therein, in such installments, at such times, and according to such further terms as set forth in the Note.

(ii) As security for the Note and all of the Borrower’s obligations thereunder and hereunder, and any other outstanding obligations of the Borrower to the Bank the Borrower shall execute and deliver to the Bank or cause to be executed and/or delivered to the Bank, as the case may be, the following:

(A) a Security Agreement pursuant to which Borrower grants as security interest in all assets of the Borrower, including but not limited to, accounts, accounts receivable, inventory, fixtures, machinery and equipment located at 56 Evergreen Drive, 33 Caddie Lane, 14 Wedge Way, 175 Industrial Way and 165 Industrial Way, in Portland, Maine (the “Security Agreement”).

(B) a Mortgage Deed encumbering certain real property located at 14 Wedge Way, Portland, Maine and more particularly described on Exhibit A (the “Mortgaged Property”) and all building materials, fixtures, machinery and equipment owned by Borrower and necessary or incidental to the general operation and maintenance of each portion of the Mortgaged Property (as hereinafter defined), and all renewals and replacements thereof or additions thereto, all as more specifically described in the Mortgage (the “Mortgage”).

(E) An Environmental Indemnity Agreement (“Environmental Indemnity”) executed by the Borrower in favor of the Bank pursuant to which the Borrower will indemnify, defend and hold the Bank harmless from and against all costs, claims, liability or expense arising in connection with Environmental Laws, Regulated Substances, or Contamination as such terms are defined in the Environmental Indemnity.

(iii) The Borrower shall execute and deliver, or cause to be executed and delivered, such additional documents and instruments as the Bank shall reasonably require in order to perfect the Bank’s interest in any of the foregoing property. The Note, Mortgage, Security Agreement, Assignment of Leases and Rents, UCCs, Environmental Indemnity and other documents and instruments referred to above (all of which, together with this Agreement (as from time to time amended, restated and extended) and the Commitment are hereinafter collectively referred to as the “Loan Documents”) shall be in form and substance satisfactory to the Bank, and all necessary filing and recording fees with respect thereto shall be paid by the Borrower.

The term “Obligor” as used in this Agreement shall mean, individually and collectively, the Borrower, the Guarantor, and any Indemnitor, as the case may be.

This Loan and the collateral for this Loan will be cross collateralized with all other loans and all collateral security said loans of Borrower with the Bank. The Loan will be cross defaulted with all other existing loans of Borrower with Bank.

2. Representations and Warranties. The Borrower hereby represents and warrants to the Bank (which representations and warranties shall survive until the Loan has been paid in full) that as of the date hereof:

(a) Power and Authority; Authorization; Enforceability. The Borrower has full power, authority and legal right to execute, deliver and comply with each of the Loan Documents to which it was a party and any other document or instrument relating to the Loan to be executed by the Borrower, all actions of the Borrower and other authorizations necessary or appropriate for the execution and delivery of and compliance with the Loan Documents and such other documents and instruments have been taken or obtained and the Loan Documents and such other documents and instruments constitute the respective valid and legally binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

(b) Governmental Approval of Loan Documents. No consent, approval, or other authorization of or by any court, administrative agency, or other governmental authority is required in connection with the Borrower’s execution and delivery of or compliance with any of the Loan Documents or any other document or instrument relating to the Loan executed by the Borrower.

(c) Conflict; Breach. The Borrower’s execution and delivery of and compliance with the Loan Documents will not conflict with or result in a breach of any applicable law, judgment, order, writ, injunction, decree, rule, or regulation of any court, administrative agency, or other governmental authority, or of any provision of the Borrower’s Organizational Documents or of any agreement or other document or instrument to which the Borrower is a party or by which the Borrower or any of its property is bound, and such actions by the Borrower will not result in the creation or imposition of any lien, charge or encumbrance upon any property of the Borrower in favor of anyone other than the Bank.

(d) Litigation. There is no action, suit or proceeding pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or the Mortgaged Property before or by any court, administrative agency, or other governmental authority that is not covered by insurance, or which brings into question the validity of the transactions contemplated hereby.

(e) Compliance With Laws. Each portion of the Mortgaged Property, and the use thereof, complies in all material respects with all applicable zoning, fire, electrical, safety, building and land use codes, laws and regulations and if damaged the Mortgaged Property can be rebuilt without variance or special exception. In addition, the Borrower has obtained all licenses, permits, authorizations, consent or approval from each Governmental Authority necessary for the operation of Borrower’s business at the Mortgaged Property; and all such licenses, permits, authorizations, consents or approvals are in full force and effect.

(f) Title to the Mortgaged Property. The Borrower has good and marketable, equitable and beneficial title to the Mortgaged Property, subject to no lien, charge, or encumbrance except such as are listed as unomitted exceptions to title or exclusions from coverage in the title insurance policy being issued by Commonwealth Title Insurance Company (the “Title Company”) to the Bank concurrently with the recording of the Mortgages and Permitted Encumbrances. “Permitted Encumbrance” means any of the following: mean (i) as of the date of delivery of this Agreement, the liens and encumbrances shown in Exhibit B hereto, and, as of any particular time, (ii) those liens created by or in accordance with the Loan Documents; (iii) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided such contested lien shall not remain outstanding for more than ninety (90) days with respect to which Borrower maintains adequate reserves; (iv) liens upon or in any equipment acquired, held or leased by Borrower to secure the purchase price of such equipment or the lease obligations of Borrower with respect to such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment; (v) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described in the foregoing clauses, provided that any extension, renewal or replacement lien shall be limited to the type of property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (vi) landlord’s, owners’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceeding; (vii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (viii) deposits and other liens to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ix) liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 9(a) of this Agreement; (xi) liens arising in the ordinary course of business, of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secure standard fees for deposit services charged by, but not financing made available by such institutions; and (x) liens securing indebtedness expressly consented to by the Bank and subordinated to the Bank’s mortgage and security interest pursuant to the terms of a subordination agreement in form reasonably satisfactory to the Bank.

(g) Title to Personal Property. All personal property with respect to which the Borrower has granted to the Bank a security interest pursuant to any of the Loan Documents is otherwise owned by such Borrower and is free and clear of all liens, encumbrances, and security interests except Permitted Encumbrances.

(h) Bankruptcy; Insolvency. Neither the Borrower nor any other Obligor, as the case may be, has applied for or consented to the appointment of a receiver, trustee or liquidator of itself, himself or herself or any of its, his or her property, admitted in writing its, his or her inability to pay its, his or her debts as they mature, made a general assignment for the benefit of creditors, been adjudicated as bankrupt or insolvent or filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it, him or her in any proceeding under any such law, and no action has been taken by it, him or her for the purpose of effecting any of the foregoing. No order, judgment or decree has been entered by any court of competent jurisdiction approving a petition seeking reorganization of the Borrower, any general partner of the Borrower, or any other Obligor, or all or a substantial part of the assets of the Borrower, any general partner of the Borrower, or any other Obligor, or appointing a receiver, sequestrator, trustee or liquidator of it, him or her or any of its, his or her property.

(i) Access. There are adequate rights of access to public ways and all roads necessary for the full utilization of the Mortgaged Property for its intended purposes have either been completed or the necessary rights of way therefor have either been acquired by the appropriate Governmental Authority or have been dedicated to public use and accepted by said Governmental Authority to assure the complete construction and installation thereof.

(j) Use of Loan Proceeds. Borrower will employ the Loan proceeds solely for the purpose of supporting working capital needs of the Borrower.

3. Covenants. Borrower covenants and agrees that, until the Loan has been paid in full:

(a) Compliance with Laws. Each portion of the Mortgaged Property shall be operated and maintained in accordance with all applicable laws, rules and regulations relating thereto in all material respects.

(b) Status of Title to Mortgaged Property. Borrower shall not transfer control or ownership of the Mortgaged Property or any part thereof, directly or indirectly, voluntarily or involuntarily, without the prior written approval of the Bank. Borrower agrees to bond off or discharge a filed lien which may become superior to the lien of the Bank within ninety (90) days from the filing date thereof. In general, the Borrower shall keep the title to the Mortgaged Property good and marketable and free of any matter which would prevent any title insurance company from certifying the lien of the Bank is other than a good and valid first lien upon the Mortgaged Property. Notwithstanding the foregoing, the Bank may in its non-reviewable discretion and upon such terms and conditions as it determines prudent, consent to a transfer of the legal or equitable ownership of the Mortgaged Property and an assumption of the Loan in conjunction therewith upon the following terms and conditions (a “Transfer”):

(i) no Event of Default or event or circumstance which, with the passage of time or the giving of notice or both would constitute an Event of Default under any of the Loan Documents shall have occurred and remain uncured at the time the Loan is to be assumed;

(ii) the proposed transferee (the “Transferee”) shall have executed and delivered to the Bank an assumption agreement in form and substance satisfactory to the Bank evidencing the Transferee’s agreement to abide and be bound by the terms of the Loan Documents and shall have provided the Bank with such legal opinions and title insurance endorsements as may be reasonably requested by the Bank;

(c) Commitment Fee. As consideration for the issuance of the Loan, a fee of Ten Thousand and 00/100 Dollars ($10,000) payable at closing.

(d) Environmental Matters. Borrower will not, and will not permit any tenant or other occupant of the Mortgaged Property to, store, use, generate, treat or dispose of any Hazardous Substances or Wastes (each term being defined in the Environmental Indemnity Agreement) on the Mortgaged Property in violation of any applicable federal, state or local laws or regulations. The Borrower shall promptly shall advise the Bank in writing of and with respect to any pending or threatened claim, demand or action by any governmental authority or third party relating to any Hazardous Substances or Wastes affecting the Mortgaged Property of which the Borrower has actual knowledge or the discovery of any Hazardous Substances or Wastes in violation of applicable law at the Mortgaged Property or on any real property adjoining or in the vicinity of the Mortgaged Property.

(e) Financial Statements. During the term of the loan, Borrower agrees to provide the following financial reports in the format and frequency as outlined below:

Annual:

Annually within One Hundred Twenty (120) days following the end of the fiscal year or within thirty (30) days of filing.

●

Audited 10-K financial statements for Borrower

Quarterly:

Quarterly within 60 days following the end of the quarter:

●

Management prepared 10-Q financial statements of Borrower

Interim:

Upon request of the Bank, Borrower shall submit interim management prepared financial statement to Bank within 30 days, to include:

●

Detailed Balance Sheet, Profit and Loss Statement, Cash Flow Statement, Accounts Receivable and Aging Report, Budget, Inventory Listing and Equipment Schedule.

In addition, the Bank reserves the right to request complete tax returns on any partnerships, corporations or entities in which the Borrower has an interest.

Failure to provide such information shall be a default under the Loan, provided that such default is not cured within ten (10) days of Lender’s notice to Borrower of such default, and Borrower shall thereupon be obligated to pay interest at the Default Interest Rate.

(f) Additional Financial Information. The Borrower shall furnish to the Bank such additional financial statements and reports, asset verification, and other information as the Bank may reasonably request from time to time.

(g) Address. The Borrower shall notify the Bank of any change in address for the Borrower.

(h) Books and Records. The Borrower shall keep complete and accurate books and records in accordance with generally accepted accounting principles consistently applied. The Borrower shall furnish to the Bank all such written information relating to its affairs as may be reasonably requested by the Bank from time to time.

(i) Audit. The Bank shall have the right at any time and from time to time (upon reasonable prior notice and during normal business hours) to audit the books and records of the Borrower and the Borrower shall be obligated to make available for any such audit all books, records and other information that the Bank may reasonably request for such purpose and to cooperate fully with the Bank in connection therewith.

(j) Changed Circumstances. The Borrower shall promptly notify the Bank of any material change in any fact or circumstance represented or warranted by the Borrower herein and in any other documents furnished to the Bank in connection with this Agreement.

(k) Bank’s Fees and Costs. The Borrower shall pay or reimburse the Bank for all other reasonable costs and expenses incurred by the Bank in connection with the preparation, review, modification and, after the occurrence of an Event of Default hereunder, successful enforcement of the Loan Documents and collection of the Loan.

(l) Closing Costs. The Borrower shall pay all reasonable expenses including, but not limited to, title company premiums and charges, fees of the Bank’s counsel, appraisal, environmental site assessment (if applicable), recording fees and taxes, property inspection fees, consultant fees, and all other reasonable expenses in connection with the preparation, closing and disbursement of the Loan. To the extent incurred, the foregoing expenses shall be paid by Borrower whether or not the Loan shall close or be funded.

(m) Additional Appraisals. If the Bank reasonably determines that the value of the Mortgaged Property may have materially diminished since the date of this Agreement or there is an Event of Default, then the Bank shall have the right to obtain an updated appraisal in form and substance satisfactory to the Bank meeting the same requirements as the initial appraisal required by the Commitment. The Borrower shall be required to pay for any such appraisal obtained once during the term of the Loan, as the case may be.

(n) Deposit Accounts. Borrower shall maintain its primary depository accounts with the Bank for the duration of the Loan.

(o) Intentionally Omitted.

(p) Loss or Damage. Borrower shall notify the Bank of any material loss or damage to the Mortgaged Property within ten (10) days of the occurrence of said loss or damage.

(q) Debt Service Coverage Ratio. Borrower shall maintain a debt service coverage ratio of 1.35x on a trailing twelve-month basis to be tested quarterly starting with the quarter ending 06/30/2024 and ending with quarter ending 12/31/2024. Beginning with the fiscal year ending 12/31/2024 Borrower shall maintain a debt service coverage ratio of 1.35x to be tested annually. Debt Service Coverage ratio shall be defined as Income Before Income Taxes plus depreciation, amortization, plus interest expense, divided by all scheduled loan payments for the Borrower. Bank shall use appropriate consideration for extraordinary or one-time gains or expenses (including stock-based compensation) in calculating Income Before Income Taxes.

(r) Encumbrances. Except Permitted Encumbrances, Borrower shall keep valid and unimpaired the Mortgaged Property and other Collateral (as defined below), and to that end shall execute at any future time and as often as may be deemed necessary, on demand of the Bank, all further instruments as may be deemed proper by the Bank to the better carrying out of the true intent and meaning of this Agreement.

(s) Bond. Borrower shall bond off under the provisions of applicable law any lien or claim of lien filed for record, insure over or deposit with the Title Insurer an amount of cash sufficient to satisfy said lien or claim, within ninety (90) days of the date of filing of said claim.

4. Negative Covenants. Borrower shall not do any of the following without the prior written approval of the Bank:

(a) Convey, transfer, or further encumber any of the properties described in the Mortgage and/or the other Loan Documents or convey, assign, transfer, dispose of or encumber any personal property used or useful in the operation of Borrower’s business except for sales of inventory in the ordinary course of Borrower’s business and Permitted Encumbrances.

(b) Declare, make or pay any distributions on or of capital of Borrower, or pay any loans payable to any of its directors, officers, shareholders, partners, or to any person or entity affiliated with any of them, or to any family member of any of them.

5. Prepayment. Prepayment in whole or in part is permitted at any time during the term of the Loan without penalty.

6. Maximum Rate of Interest on Loan. Notwithstanding anything to the contrary contained herein or in any other document executed in connection with the Loan, the effective rate of interest on the Loan shall not exceed the maximum effective rate of interest permitted by applicable law or regulation. The Bank hereby agrees not to collect knowingly any interest from the Borrower in the form of fees or otherwise which will render the Loan usurious. In the event that such interest would be usurious in the Bank’s opinion, the Bank reserves the right to reduce the interest payable by the Borrower. This provision shall survive the closing and repayment of the Loan.

7. Limitation of Bank’s Liability. The rights and benefits of this Agreement shall not inure to the benefit of any third party, except as otherwise provided in this Agreement. Notwithstanding anything to the contrary contained in this Agreement or in any of the other Loan Documents, or any conduct or course of conduct by the Borrower or the Bank or their respective affiliates, agents or employees, neither this Agreement nor any such Loan Documents shall be construed as creating any rights, claims or causes of action against the Bank in favor of any person or entity other than the Borrower.

8. Indemnity. The Borrower, for itself and all those claiming under or through it, agrees to protect, indemnify, defend and hold the Bank, and its respective directors, officers and employees harmless, from and against any and all liability, expense, or damage of any kind or nature and from any suits, claims or demands, including reasonable legal fees and expenses, arising out of this Agreement or in connection therewith including, without limitation, claims for brokerage and finder’s fees in connection with the Loan. This obligation specifically shall survive the repayment of the Loan.

9. Default.

(a) Events of Default. The occurrence of any one or more of the following events shall, which goes uncured beyond any applicable cure period, at the sole option of the Bank, constitute an Event of Default hereunder:

(i) The Borrower shall fail to make any payment of principal, and/or interest, and/or real estate taxes and insurance escrow, as applicable, due to the Bank under the Note or under any of the other Loan Documents within ten (10) days after the same shall become due and payable, whether at maturity or by acceleration or otherwise;

(ii) Except as otherwise specifically provided for in this Agreement, the Borrower shall fail to observe or perform any of the covenants or agreements on its part to be observed and performed under this Agreement or under any of the other Loan Documents within thirty (30) days after written notice from the Bank of such non-compliance; provided, however, that such thirty (30) day period shall be extended as reasonably necessary if the default is not reasonably susceptible to cure within thirty (30) days and Borrower has commenced and is diligently prosecuting cure of the default;

(iii) Any representation or warranty under any Loan Document shall be untrue in any material respect when made;

(iv) Any Event of Default shall occur under the terms of any Loan Document or under any document evidencing or securing any other loan or future advance from the Bank to the Borrower or from the Bank to the Borrower, which is not timely cured within any applicable cure period;

(v) The Borrower or any other Obligor shall apply for or consent to the appointment of a receiver, trustee or liquidator of itself, himself or herself or any of its, his or her property, admit in writing its, his or her inability to pay its, his or her debts as they mature, make a general assignment for the benefit of creditors, be adjudicated a bankrupt, insolvent or file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it, him or her in any proceeding under any such law, or if action shall be taken by the Borrower or any other Obligor for the purpose of effecting any of the foregoing;

(vi) Any order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition seeking reorganization of the Borrower or any other Obligor or of all or a substantial part of the assets of the Borrower or any other Obligor, or appointing a receiver, sequestrator, trustee or liquidator of the Borrower or any other Obligor or any of their property, and such order, judgment, or decree shall not be dismissed within ninety (90) days;

(vii) The Mortgaged Property shall be materially injured or destroyed by fire or other casualty for which the cost of restoration is not fully insured or, if fully insured, the Borrower has failed to deposit or cause to be deposited with the Bank sufficient funds to cover the cost of restoration with the Bank in accordance with the terms of the Mortgage;

(viii) Except as may be otherwise specifically permitted herein, any change in the ownership of the Mortgaged Property without the prior written consent of the Bank, which may be granted or withheld in the Bank’s sole judgment.

(b) Acceleration and Remedies. Upon the occurrence of any Event of Default hereunder, in addition to any other rights or remedies available to it hereunder or under any other Loan Document or at law or in equity granted in any of the Loan Documents, the Bank may declare the outstanding principal balance of the Loan, together with all accrued and unpaid interest thereon and all other sums due hereunder or under any of the other Loan Documents, to be immediately due and payable in full.

(i) No right or remedy conferred upon or reserved to the Bank under any of the Loan Documents, or of performance of any of the Borrower’s obligations under any of the Loan Documents, or any collateral securing the payment of the Loan under any of the Loan Documents (collectively, the “Collateral”), now or hereafter existing at law or in equity or by statute or other legislative enactment, is intended to be or shall be deemed exclusive of any other such right or remedy, and each and every such right or remedy shall be cumulative and concurrent, and shall be in addition to every other such right or remedy, and may be pursued singly, concurrently, successively or otherwise, at the sole discretion of the Bank, and shall not be exhausted by any one exercise thereof but may be exercised as often as occasion therefore shall occur. No act of the Bank shall be deemed or construed as an election to proceed under any one such right or remedy to the exclusion of any other such right or remedy; furthermore, each such right or remedy of the Bank shall be separate, distinct and cumulative and none shall be given effect to the exclusion of any other. The failure to exercise or delay in exercising any such right or remedy, or the failure to insist upon strict performance of any term of any of the Loan Documents, shall not be construed as a waiver or release of the same, or of any Event of Default thereunder, or of any obligation or liability of the Borrower thereunder. Nothing herein, however, shall be construed to prevent the Bank from waiving any condition, obligation or default it should so elect. In the event of such election by the Bank, any waiver, in order to be effective, must be in writing and signed by the Bank, and any such waiver shall be strictly limited in its effect to the condition, obligation or default specified therein and shall not extend to any subsequent condition, obligation or default or impair any right of the Bank with respect thereto.

(ii) The recovery of any judgment by the Bank and/or the levy of execution under any judgment shall not affect in any manner or to any extent, liens or other security interests in any Collateral, or any rights, remedies or powers of the Bank under any of the Loan Documents or with respect to any Collateral, but such liens and security interests, and such rights, remedies and powers of the Bank shall continue unimpaired as before. Further, the entry of any judgment by the Bank shall not affect in any way the interest rate payable under any of the Loan Documents on any amounts due to the Bank, but interest shall continue to accrue on such amounts at the Default Rate (as hereafter defined).

(iii) Except as to notices that are specifically provided for herein or in any of the other Loan Documents, the Borrower hereby waives presentment, demand, notice of nonpayment, protest, notice of protest, or other notice of dishonor, and any and all other notices in connection with any default in the payment of, or any enforcement of the payment of, the Loan. To the extent permitted by law, Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect.

(iv) The Borrower agrees that the Bank may release, compromise, forbear with respect to, waive, suspend, extend or renew any of the terms of the Loan Documents (and the Borrower hereby waives any notice of any of the foregoing), and that the Loan Documents may be amended, supplemented or modified by the Bank and the other signatory parties and that the Bank may resort to any Collateral in such order and manner as it may think fit, or accept the assignment, substitution, exchange, pledge, or release of all or any portion of any Collateral, for such consideration, or none, as it may require, without in any way affecting the validity of any liens over or other security interest in the remainder of any such Collateral (or the priority thereof or the position of any subordinate holder of any lien or other security interest with respect thereto); and any action taken by the Bank pursuant to the foregoing shall in no way be construed as a waiver or release of any right or remedy of the Bank, or of any Event of Default, or of any liability or obligation of the Borrower, under any of the Loan Documents.

(d) Default Rate. Upon an Event of Default or after the Maturity Date, whether or not the Bank has elected to accelerate the indebtedness evidenced by the Note, the Loan shall bear interest, at a rate of five (5%) over the interest rate provided for by the Note (the “Default Rate”), but in no event more than the highest rate permitted by the applicable usury law in respect of the Borrower, until the unpaid balance of the Principal Sum, interest and any charges shall have been paid in full. Borrower acknowledges that (i) the Default Rate is a material inducement to the Bank to make the Loan; (ii) the Bank would not have made the Loan in the absence of the agreement of Borrower to pay the Default Rate; (iii) the Default Rate represents compensation for increased risk to the Bank that the Loan will not be repaid; and (iv) the Default Rate is not a penalty and represents a reasonable estimate of (a) the cost to the Bank in allocating its resources (both personnel and financial) to the ongoing review, monitoring, administration and collection of the Loan, and (b) compensation to the Bank for losses that are difficult to ascertain.

(e) Costs and Expenses. Following the occurrence of any Event of Default, the Borrower shall pay upon demand all reasonable costs and expenses (including all reasonable amounts paid to attorneys, accountants, real estate brokers, appraisers, and other advisors employed by the Bank), incurred by the Bank in the successful exercise of any of its rights, remedies or powers under any of the Loan Documents, as a secured or unsecured creditor, as the case may be of the Borrower, any general partner of the Borrower or any other Obligor in any federal or state bankruptcy proceedings, or with respect to any Collateral with respect to such Event of Default, and any amount thereof not paid promptly following demand therefor together with interest thereon at the Default Rate from the date of such demand, shall become part of the Loan and shall be secured by the Mortgage and all other Collateral. In connection with and as part of the foregoing, in the event that any of the Loan Documents is placed in the hands of an attorney for the collection of any sum payable thereunder, the Borrower agrees to pay reasonable attorneys’ fees for the collection of the amount being claimed under such Loan Document, as well as all costs, disbursements, and allowances provided by law, the payment of which sums shall be secured by the Mortgage and all other Collateral.

(f) Jurisdiction; Venue. The Borrower agrees that any action or proceeding against it to enforce the Loan may be commenced in state or federal court located in the State of Maine.

(g) JURY TRIAL WAIVER. THE BORROWER AND THE BANK HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN THE BORROWER AND THE BANK OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THE LOAN AGREEMENT. IT IS INTENDED THAT THIS WAIVER OF JURY TRIAL SHALL APPLY TO ANY AND ALL CLAIMS, DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING.

10. Further Assurances; Corrections. The Borrower shall, within five (5) days of the Bank’s request, execute any documents, provide any lien or other searches, and do anything that the Bank determines to be reasonably necessary to establish, perfect, assure, or maintain the existence and priorities of, the Bank’s liens against the Mortgaged Property, the reasonable costs of so doing to be paid by the Borrower. In case of the occurrence of any errors in the execution of the Loan Documents, the Borrower authorizes the Bank to make all necessary corrections in order to cause the Loan Documents to conform to the terms and conditions agreed to by the Borrower and the Bank.

11. Material Adverse Change means any set of circumstances or events which:

(a) has any material adverse effect whatsoever upon the validity or enforceability of the Loan Documents,

(b) is material and adverse to the business, properties, assets, financial condition, results of operations or prospects of the Borrower taken as whole,

(c) impairs materially the ability of the Borrower taken as a whole to duly and punctually pay or perform its obligations, or

(d) impairs materially the ability of the Bank to enforce its legal remedies pursuant to the Loan Documents.

12. Insurance.

(a) Insurance. Borrower shall maintain hazard insurance on the collateral property in such amounts and for such coverage as shall be satisfactory in all respects to the Bank, provided that at no time shall coverage be less than 80% of insurable value for the term of the loan and shall provide the Bank with any policies, endorsements and any riders thereto as the Bank may require. The Bank shall be designated as “Mortgagee” under standard Maine Mortgage Clause for all real estate and “Loss Payee” for personal property. Policy endorsement shall include a 10-day cancellation notice clause to the Bank. Borrower shall provide evidence of General Liability Insurance, Loss of rents Insurance (if applicable) and All-Risk-Hazard Insurance covering the improvements, and such coverages must be in amounts reasonably satisfactory in all respects to the Bank, provided that at no time shall coverage be less than 80% of insurable value for the term of the Loan, and such insurance must be maintained at all times during the life of the Loan. The insurance company must be reasonably acceptable to the Bank and “Gorham Savings Bank, (ISAOA/ATIMA)” shall be named in the mortgagee loss payable clause with the address of “Gorham Savings Bank.” Each policy shall provide that it cannot be canceled, reduced or terminated without ten (10) days prior written notice to Bank.

(b) Flood Insurance. If the Building is located in a FEMA Special Flood Hazard Zone, the Borrower shall be required to provide and maintain flood insurance in the maximum amount available but not in excess of the Loan amount. Additionally, Flood Insurance on Contents may also be required. “Gorham Savings Bank, its successors and assigns” shall be named in the mortgagee loss payable clause. Each policy shall provide that it cannot be canceled, reduced or terminated without thirty (30) days prior written notice to Bank.

Gorham Savings Bank

Attn: Business Services

10 Wentworth Drive

Gorham, Maine 04038

13. Miscellaneous.

(a) Time of the Essence. All dates and times for the performance of the Borrower’s obligations set forth herein shall be deemed to be of the essence of this Agreement.

(b) Severability. In the event that for any reason one or more of the provisions of this Agreement or their application to any person or circumstance shall be held to be invalid, illegal or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid, legal and enforceable in all other respects and to such extent as may be permissible. In addition, any such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(c) Successors and Assigns. This Agreement inures to the benefit of and binds the parties hereto and their respective successors and assigns, and the words “Borrower” and “Bank” whenever occurring herein shall be deemed to include such respective successors and assigns. However, the Borrower shall not voluntarily, or by operation of law, assign or transfer any interest which it may have under this Agreement or convey the Mortgaged Property, or any part thereof, without the prior written approval of the Bank. The Bank may assign or otherwise transfer the Loan and any or all of the Loan Documents to any other person, and such other person shall thereupon become vested with all of the benefits in respect thereof granted to the Bank herein or otherwise. The Bank shall have the right to sell participations in the Loan to any other persons or entities without the consent of or notice to the Borrower. Without the consent of or notice to the Borrower, the Bank may disclose to any prospective purchaser of any securities issued or to be issued by the Bank, and any prospective or actual purchaser of any participation or other interest in the Loan or any other loans made by the Bank to the Borrower, any financial or other information, data or material in the Bank’s possession relating to the Borrower or the Loan.

(d) Notices. All notices required or desired to be given to either of the parties hereunder shall be in writing and shall be deemed to have been sufficiently given for all purposes when presented personally to such party or sent by certified or registered mail, return receipt requested, to such party at its address set forth below:

The Borrower:		ImmuCell Corporation
		Attn: Michael Brigham
		56 Evergreen Drive
		Portland, ME 04103

with a copy to		Michael J. Anderson, Esq.
Borrower’s attorney:		Pierce Atwood, LLP
		Merrill’s Wharf
		254 Commercial Street
		Portland, ME 04101

The Bank:		Gorham Savings Bank
		Attn: Nicholas Weightman, Sr. Vice President
		10 Wentworth Drive
		Gorham, Maine 04038

with a copy to		Andre G. Duchette, Esq.
the Bank’s attorney:		Taylor, McCormack & Frame, LLC
		267 Commercial Street
		Portland, ME 04101

Such notice shall be sent certified or registered mail, return receipt requested or by Federal Express and shall be deemed to be given upon receipt or upon refusal of acceptance. Any notice of any change in such address shall also be given in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived in writing by the party entitled to receive such notice.

(e) Definitions; Number and Gender. For purposes of this Agreement, the singular shall be deemed to include the plural and the neuter shall be deemed to include the masculine and feminine, as the context may require.

(f) Conflicts Between Instruments. In the event of any conflict between the provisions of this Agreement and the provisions of any of the other Loan Documents, the provisions of this Agreement shall prevail.

(g) Captions. The captions or headings of the paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction of any of the terms or provisions of this Agreement.

(h) Governing Law; Consent to Jurisdiction. To the extent permitted by the laws of the State of Maine, this Agreement and the rights of the parties hereunder shall be governed by the laws of the State of Maine applicable to contracts made and to be performed in the State of Maine. The parties hereby consent and submit to the exclusive jurisdiction of the Superior Court for Cumberland County or the United States District Court for the District of Maine, located in Portland, for the adjudication of any rights or claims arising under this Agreement. The Agreement hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court.

SIGNATURES TO FOLLOW ON NEXT PAGE

IN WITNESS WHEREOF, the Borrower and the Bank have executed or caused this Agreement to be executed on the date first above set forth.

WITNESS	GORHAM SAVINGS BANK

	/s/ Nicholas Weightman
	By:	Nicholas Weightman
	Its:	Sr. Vice President

WITNESS	IMMUCELL CORPORATION

/s/ Michael Anderson	/s/ Michael F. Brigham
	By:	Michael F. Brigham
	Its:	President & CEO

EXHIBIT A

LEGAL DESCRIPTION OF THE

MORTGAGED PROPERTY

The Land referred to herein below is situated in the County of Cumberland, State of Maine, and is described as follows:

A certain condominium unit located on Riverside Street in the City of Portland, County of Cumberland and State of Maine, being Unit 10, plus an undivided interest in the common areas and facilities, all as more particularly described in the Declaration of Condominium for Second Tee Business Park Condominium, pursuant to the Maine Condominium Act, Chapter 31 of Title 33 of the Maine Revised Statutes, dated May 17, 2004, and recorded in the Cumberland County Registry of Deeds in Book 21286, Page 289, as amended by a First Amendment dated November 24, 2004 and recorded in said Registry of Deeds in Book 22142, Page 166, as amended by a Second Amendment dated October 6, 2005 and recorded in said Registry of Deeds in Book 23244, Page 49, as amended by a Third Amendment dated September 25, 2006 and recorded in said Registry of Deeds in Book 24400, Page 271, as amended by a Fourth Amendment dated November 30, 2015 and recorded in said Registry of Deeds in Book 32810, Page 1, and as further amended by a Fifth Amendment dated as of January 18, 2017 and recorded in said Registry in Book 33787, Page 232 (the “Declaration”).

The perimeter boundaries of said Unit 10 and the common areas and facilities are shown on a certain survey and condominium plat entitled “Fifth Amended Condominium Plat of Second Tee Business Park Condominium” prepared by Owen Haskell, Inc., dated November 18, 2004, as revised through January 2017, and approved by the City of Portland Planning Authority on January 17, 2017, and recorded on January 18, 2017 in the Cumberland County Registry of Deeds in Plan Book 217, Page 20 (the “Plat”).

The above-described premises are conveyed subject to the Declaration and the Plat, and together with the easements, rights, benefits and terms set forth therein and depicted thereon.

Exhibit 10.3

ECONOMIC RECOVERY/SSBCI PROGRAM LOAN

PROMISSORY NOTE

$1,000,000.00

IMMUCELL CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Borrower”), for value received, hereby promises to pay to the Finance Authority of Maine, (the “Authority”), or order, the principal sum of ONE MILLION DOLLARS ($1,000,000.00) together with interest on the unpaid principal balance thereof at the rate of 8.00% per annum, from the date hereof until fully and finally paid. Interest shall accrue daily for each day or portion thereof the loan is outstanding, utilizing a daily interest rate computed by dividing the annual interest rate by 365. Payments are to be made as follows:

Monthly payments of principal and interest in the amount of $15,586.21 commencing August 14, 2023 and continuing on the same day of each month thereafter until July 14, 2026 (the “Maturity Date”), when, unless sooner paid, the remaining principal and accrued and unpaid interest shall be due and payable in full. A late payment fee of 5% of the payment due shall be assessed on any monthly payment received beyond 10 days of the payment due date.

Prepayment may be made at any time, without penalty, provided the full amount of principal, interest, additional payments set forth in the preceding paragraph and other costs, including reasonable attorneys fees, are paid in full at such time.

This Note has been executed under and pursuant to a Loan Agreement (the “Agreement”) dated as of the date hereof, between the Authority and Borrower. The Loan is made pursuant to the Authority’s Economic Recovery Loan Program with funds from the Authority’s Economic Recovery Loan Fund, collectively secured by, amongst other collateral, a security interest in certain of the Borrower’s assets. This Note may also be secured by the terms of one or more security agreements, mortgages, assignments, guarantees or other security documents now held by, or in the future granted to, the holder hereof whether or not such security is described above.

This Note may also be secured by the terms of one or more security agreements, mortgages, assignments, guarantees or other security documents now held by, or in the future granted to, the holder hereof whether or not such security is described above.

This Note is issued to evidence the obligation of the Borrower under the Agreement to repay the loan made by the Authority from the Fund, together with interest thereon and all other amounts, fees, penalties, premiums, adjustments, expenses, counsel fees and all other payments of any kind required to be paid by the Borrower under the Agreement and all other Financing Documents, as that term is defined in the Agreement. In addition to any other remedy it may have, the holder hereof shall have the right of setoff.

As provided in the Agreement and subject to the provisions thereof, payments hereon are to be made to the Authority at its office in Augusta, Maine.

The Borrower shall make payments on this Note on the dates and in the amounts specified herein and in the Agreement, and in addition shall make such other payments as are required pursuant to the Agreement and the other Financing Documents. In the event of default, as defined in any of the Financing Documents, the principal of and all interest on this Note may be declared immediately due and payable. In addition to all other payments required to be paid pursuant to this Note, the Agreement and the other Financing Documents, the Borrower agrees to pay immediately upon demand all costs and expenses, including without limitation attorneys’ fees, incurred by the Authority in connection with or arising out of or relating to the creation, execution, administration, validity, enforcement or preservation of this Note, the Agreement, other Financing Documents, or any right thereunder.

The Borrower (1) agrees that the time for payment of this Note may be changed and extended at the sole discretion of the Authority without impairing its liability hereon, and (2) consents to the release of all or any part of the security for the payment thereof at the discretion of the Authority or the release of any party liable, directly or indirectly, for this obligation without affecting the liability of the other parties hereto. Any delay on the part of the Authority in exercising any right hereunder shall not operate as a waiver of any such right, and any waiver granted with respect to one default shall not operate as a waiver in the event of any subsequent default. This Note is intended to take effect as a sealed instrument.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed in its corporate name and its corporate seal hereunto affixed, all as of July 17, 2023.

Witness:		IMMUCELL CORPORATION

/s/ Michael Anderson		/s/ Michael Brigham
		By: Michael Brigham
		Its: Chief Executive Officer

Exhibit 10.4

ECONOMIC RECOVERY LOAN PROGRAM

LOAN AGREEMENT

This Loan Agreement is made and dated as of July 17, 2023, by and between IMMUCELL CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Borrower”), the FINANCE AUTHORITY OF MAINE, a body corporate and politic and a public instrumentality of the State of Maine (the “Authority”).

WHEREAS, the Finance Authority of Maine Act, 10 M.R.S.A. § 961 et seq., as amended (the “Act”), in particular 10 M.R.S.A. § 1026-J, (the “Economic Recovery Loan Program”) authorizes the Authority to make loans to businesses, which have inadequate recourse to other sources of funds and which will provide significant public benefit; and

WHEREAS, the Borrower proposes to undertake an eligible project consisting of working capital financing (the “Project”) for its animal pharmaceutical manufacturing business (the “Business”), and has applied to the Authority for a loan to complete the Project; and

WHEREAS, the Authority has approved a loan to the Borrower to provide financing for the Project, and the Authority has issued a conditional Loan Commitment to the Borrower, pursuant to which the Authority agreed to fund a loan to Borrower on certain terms and conditions stated therein (the “Loan”); and

WHEREAS, the Borrower has agreed to accept the Loan, to be evidenced by a promissory note from the Borrower to the Authority in the original principal amount of $1,000,000.00 (the “Note”) under the terms and conditions set forth herein and in the other Financing Documents; and

WHEREAS, the Borrower acknowledges that the Authority is providing financing for the Project evidenced by the Note in accordance with the purposes of the Program, and that the accomplishment of these purposes is dependent upon compliance of the Borrower with its covenants contained in this Agreement and in the Financing Documents;

NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Authority, each binding itself, its successors and assigns, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Words and phrases defined in this Agreement, including terms defined in the preamble hereto, shall have the meanings accorded to them herein, unless some other meaning is plainly intended.

“Additional Covenants” shall mean those covenants, warranties, representations and agreements set forth in Exhibit B hereto.

“Affiliate” shall mean, when used with reference to the Borrower (i) any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Borrower, (ii) any Person which is an officer, partner or trustee of or serves in a similar capacity with respect to, the Borrower, and (iii) any Person which, directly or indirectly, is the beneficial owner of 10% or more of any class of equity securities of, or otherwise has a substantial beneficial interest in, the Borrower or of which the Borrower is directly or indirectly the owner of 10% or more of any class of equity securities or in which the Borrower has a substantial beneficial interest.

“Note” means the Note, and any amendments, supplements, renewals or allonges thereto or replacement thereof made in conformity with this Agreement.

“Collateral” means all real and personal property of the Borrower or any Guarantor or on which the Authority holds a mortgage, security interest or pledge as security for the Note, as more particularly described in the applicable Financing Documents.

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“Event of Default” means an Event of Default as defined in Section 7.1 hereof.

“Financing Documents” means all instruments, documents and agreements evidencing or securing the obligations of the Borrower and any Guarantor to the Authority pursuant to the Loan, including, without limitation, the Note, this Agreement, any Mortgage, any Security Agreement and any Guaranty.

“Guarantor” means one or more individuals or entities that have or may in the future execute guaranties of any of the obligations of the Borrower under the Financing Documents.

“Guaranty” means one or more guaranties, now or hereafter executed by any Guarantor, of any of the obligations of the Borrower under the Financing Documents.

“Loan Commitment” means the agreement between the Authority and the Borrower and any Guarantor with an “Authorization Date” of June 23, 2023, and any subsequent amendments thereto, establishing the terms and conditions under which the Authority will make the Loan to the Borrower.

“Mortgage” means collectively, any and all Mortgage, Security Agreement and Financing Statement instruments of even or contemporaneous date herewith and any substitute or replacement therefor or any mortgage hereafter given to secure the Borrower’s or Guarantors’ obligations.

“Permitted Encumbrances” shall mean (i) as of the date of delivery of this Agreement, the liens and encumbrances shown in Exhibit A hereto, and, as of any particular time, (ii) those liens created by or in accordance with the Financing Documents; (iii) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided such contested lien shall not remain outstanding for more than ninety (90) days with respect to which Borrower maintains adequate reserves; (iv) liens upon or in any equipment acquired, held or leased by Borrower or any guarantor to secure the purchase price of such equipment or the lease obligations of Borrower with respect to such equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such equipment; (v) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described in the foregoing clauses, provided that any extension, renewal or replacement lien shall be limited to the type of property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; (vi) landlord’s, owners’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceeding; (vii) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (viii) deposits and other liens to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (ix) liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 7.1; (xi) liens arising in the ordinary course of business, of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and in favor of other financial institutions arising in connection with Borrower’s deposit accounts held at such institutions to secure standard fees for deposit services charged by, but not financing made available by such institutions; and (x) liens securing indebtedness expressly consented to by the Authority and subordinated to the Authority’s Liens pursuant to the terms of a subordination agreement in form reasonably satisfactory to the Authority.

“Net Proceeds”, when used with respect to any insurance or condemnation award, means the gross proceeds from such award less all actual reasonable and necessary out-of-pocket expenses (including without limitation attorneys’ fees) directly incurred by the Borrower and the Authority in the collection thereof.

“Security Agreement” means any and all Security Agreements and Financing Statements executed and delivered by Borrower and/or any Guarantor to secure the Note or any Guaranty.

“State” shall mean the State of Maine.

Section 1.2 Interpretation. (A) Any headings preceding the texts of the articles and sections of this Agreement, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

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(B) Nothing contained in this Agreement or any of the Financing Documents shall be construed to cause the Borrower to become the agent for the Authority for any purpose whatsoever, nor shall the Authority be regarded as an agent for the Borrower unless specifically so provided, or be responsible for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever located or for whatever cause, or for any injury or damages to any person or entity arising out of use of the Collateral or the products thereof.

(C) All approvals, consents and acceptances required to be given or made by any person or party hereunder shall be at the sole discretion of the party whose approval, consent or acceptance is required, except as may be otherwise agreed in any of the Financing Documents.

(D) This Agreement shall be governed by and construed in accordance with the applicable laws of the State.

(E) If any portion of any provision of the Agreement shall be ruled invalid by any court of competent jurisdiction, the invalidity of such portion shall not affect the remainder of such provision or any of the remaining provisions hereof.

(F) Any reference to any person shall be deemed to include the heirs, personal representatives, successors and assigns of such person, unless the context clearly indicates otherwise.

(G) Any reference to a period of days shall be deemed to mean a period of calendar days, unless business days are specified.

(H) Any references herein or in the Financing Documents to any of the Financing Documents shall be deemed to include any amendments, modifications, supplements, replacements, substitutions, allonges, appendixes, attachments, exhibits and schedules thereto or therefore, now existing or hereafter created.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations by the Authority. The Authority represents and warrants that:

(1) It is a body corporate and politic and a public instrumentality of the State, duly organized and existing under the laws of the State including the Act. The Authority is authorized to make the Loan in accordance with the Program and to use part of the proceeds of the Bonds to finance the Project.

(2) The Authority has complied with the provisions of the Act and the Program and has full power and authority pursuant to the Act to consummate all transactions contemplated by the Financing Documents.

Section 2.2 Representations by the Borrower. The Borrower represents and warrants that:

(1) The Borrower has been duly organized and validly exists as a corporation in good standing under the laws of the state of its incorporation, is duly qualified to do business in Maine and in good standing in any other state or jurisdiction where the Borrower does business and such qualification is required, is not in violation of any provision of its organizational documents, has power to own the Collateral, to operate its Business and to enter into and perform the Financing Documents, and by proper organizational action has duly authorized the execution and delivery of the Financing Documents.

(2) The Financing Documents constitute valid and legally binding obligations of the Borrower, enforceable in accordance with their respective terms.

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(3) Neither the execution and delivery of the Financing Documents, the consummation of the transactions contemplated thereby, nor the fulfillment by the Borrower of or compliance by the Borrower with the terms and conditions thereof is prevented or limited by or conflicts with or results in a breach of, or default under the terms and conditions or provisions of the Borrower’s organizational documents or, to the knowledge of Borrower, any evidence of indebtedness, contract, agreement or instrument, in each case, of a material nature, to which the Borrower is now a party or by which it is bound to the knowledge of Borrower. No event has occurred and no condition exists which, upon the execution and delivery of any of the Financing Documents constitutes an Event of Default hereunder or an event of default thereunder or, but for the passage of time or the giving of notice, would constitute an Event of Default hereunder or an event of default thereunder.

(4) There is no action or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower before any court, administrative agency or arbitration board that may materially and adversely affect the ability of the Borrower to perform its obligations under the Financing Documents, and all authorizations, consents and approvals of governmental bodies or agencies required in connection with the execution and delivery of the Financing Documents and in connection with the performance of the Borrower’s obligations hereunder or thereunder have been obtained, except as otherwise disclosed by the Borrower.

(5) The execution, delivery and performance of the Financing Documents and any other instrument delivered by the Borrower pursuant to the terms hereof or thereof are within the powers of the Borrower and have been duly authorized and approved by the Borrower and are not in contravention of law or of the Borrower’s organizational documents, as amended to date, or of any undertaking or agreement to which the Borrower or any Affiliate is a party or by which it is bound.

(6) The Business is in material compliance with all applicable federal, state and local laws and ordinances (including rules and regulations) relating to zoning, building, safety and environmental quality.

(7) The Borrower has obtained all necessary approvals from any and all governmental agencies requisite to the operation of the Business. The Borrower further represents and warrants that the Business is fully operational and that it will operate the Business in material compliance with all federal, state and local laws, ordinances and regulations applicable thereto including, without limitation, laws, ordinances, regulations, policies and orders relating to land use, handling of hazardous materials and environmental quality.

(8) The Borrower has never received any notice of violations of federal, state or local laws, ordinances, rules, regulations or policies governing the use, storage, manufacture, transport or disposal of any hazardous materials (as defined in 38 M.R.S.A. § 1401(2), that it has no knowledge of any such violations or of any such notices of violations at any time in the past pertaining to any real estate which is part of the Collateral or upon which any personal property which is Collateral is located, or any other real estate described in the same deed therewith on or after July 1, 1987, or to any other real estate now or formerly owned, leased, occupied or used by Borrower or on which any hazardous materials owned, used or transported by Borrower were at any time deposited or released (collectively, the “Project Realty”). The Borrower has no knowledge of any hazardous materials having been deposited, discharged or otherwise released to the environment on or near the Project Realty, and the Project Realty has never to its knowledge been used as a landfill or waste disposal site.

(9) The proceeds of the Loan will be used for eligible purposes under the Program, and the Borrower intends for the Project to be and continue to be used for purposes that are eligible for financing under the Program and the applicable rules of the Authority.

(10) The Borrower has good and merchantable title to the Collateral owned by the Borrower as of the date hereof, free and clear of liens and encumbrances, except for Permitted Encumbrances.

(11) The Borrower will not take or omit to take any action which action or omission will in any way cause the proceeds of the Loan to be applied in a manner contrary to that provided in the Financing Documents.

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ARTICLE III

THE LOAN

Section 3.1 Loan Clauses. (A) Subject to the conditions and in accordance with the terms and conditions of this Agreement, the Authority agrees to lend to the Borrower from the Fund an amount equal to the original principal balance of the Note.

(B) At the time of receipt of the Loan proceeds, the Borrower will execute the Note. The Borrower agrees to repay the Loan in accordance with the terms of the Note, this Agreement and all other Financing Documents.

(C) Principal and interest due on the Note shall be due and payable to the Authority as provided in the Note. With respect to all payments due under this Article, time is of the essence, and all payments must be paid in immediately available funds as and when due subject to any applicable notice requirements and grace or cure periods. The Borrower shall have the option to prepay its Loan obligations in whole or in part at any time, without penalty.

Section 3.2 Additional Amounts Payable. (A) The Borrower hereby further expressly agrees to pay to the Authority as and when the same shall become due, (i) the fees of the Authority, as provided in the Financing Documents, (ii) the reasonable fees, charges and expenses of the Authority in connection with or arising out of or relating to the making, servicing, administration or collection of the Loan or exercise of any rights or responsibilities under the Financing Documents, including charges of counsel.

(B) The Borrower also agrees to pay all amounts payable by it under the Financing Documents at the time, in the manner and to the party therein provided, without delay, reduction or offset of any kind or for any reason.

Section 3.3 Manner of Payment. The Loan payments provided for in Section 3.1 of this Agreement shall be made by any reasonable method directly to the Authority. The additional payments provided for in Section 3.2 hereof shall be made in the same manner directly to the entitled party. In the event a party entitled to payment directs in writing that such payment be made to another party, the Borrower shall make payments to such designee.

Section 3.4 Obligations Unconditional. The obligations of the Borrower under the Financing Documents shall be absolute and unconditional, irrespective of any defense or any rights of setoff, recoupment or counterclaim it might otherwise have against the Authority. The Borrower will not suspend or discontinue any such payment or terminate this Agreement (other than in the manner provided for hereunder) for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, failure of title, or commercial frustration of purpose, or any damage to or destruction of the Collateral, or any change in the tax or other laws of the United States, the State or any political subdivision of either thereof or any failure of the Authority to perform and observe any agreement or covenant, whether expressed or implied, or any duty, liability or obligation arising out of or connected with the Financing Documents.

Section 3.5 Security Clauses. In order to further secure its Loan obligations hereunder, the Borrower has pledged or caused to be pledged the Collateral to the Authority.

Section 3.6 Effective Date and Term. This Agreement shall become effective upon its execution and delivery by the parties hereto, shall remain in full force from such date and, subject to the provisions hereof (including particularly Articles VII and VIII), shall expire on such date as the obligations evidenced by the Note, this Agreement and the other Financing Documents shall be discharged and satisfied in full by the Borrower. The Borrower’s obligations under Sections 6.2, 6.3 and 6.4 hereof, however, shall survive the expiration of the remainder of this Agreement.

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ARTICLE IV

THE PROJECT

Section 4.1 Completion of the Project. (A) The Borrower represents and warrants that, the Loan proceeds will be used to finance the Project, and that all terms and conditions of the Loan Commitment, as it may have been amended in writing, have been fully complied with.

(B) The Borrower affirms that it shall bear all of the costs and expenses in connection with the Project and the preparation and delivery of the Financing Documents and of any other legal instruments and documents necessary in connection therewith and their filing and recording, if required, including attorney’s fees and all taxes and charges payable in connection with any of the foregoing.

(C) The Borrower covenants and warrants that it has obtained all necessary permits and approvals for the operation of the Business and occupancy of its Business premises, that it is materially complying with all requirements of any governmental body or authority regarding the use of Collateral, or any part or product thereof, and that it will continue to do so for the term of this Agreement.

Section 4.2 No Warranty Regarding Condition, Suitability or Cost of Project. The Authority makes no warranty, either expressed or implied, as to the Project or the Collateral, or their condition or that any of the same will be suitable for the Borrower’s purposes or needs, or that the hazard and liability insurance required under the Financing Documents will be adequate to protect the Borrower’s Business or interests, or that the proceeds of the Loan will be sufficient to pay the costs of the Project.

ARTICLE V—[RESERVED]

ARTICLE VI

COVENANTS

Section 6.1. The Borrower to Maintain its Legal Existence. The Borrower covenants and agrees that during the term of this Agreement it will maintain its legal existence, will continue to be either organized under the laws of or duly qualified to do business as a foreign corporation in the State and in all jurisdictions necessary in the operation of its business, will not without the express written consent of the Authority dissolve or otherwise sell or dispose of all or substantially all of its assets, consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it, enter into a domestication, a nonprofit conversion, and entity conversion or a share exchange, or authorize or issue any additional shares or interests or options for the same without the consent of the Authority.

Section 6.2. Indemnification, Payment of Expenses and Advances. (A) The Borrower agrees to protect, defend and hold harmless the Authority and its officers, members and employees (each an “Indemnified Party”) from any claim, demand, suit or action or other proceeding whatsoever by any person or entity whatsoever, arising or purportedly arising from or in connection with the Financing Documents, or the transactions contemplated thereby or actions taken thereunder, except for any willful misconduct or gross negligence on the part of the Indemnified Party.

(B) The Authority shall not be liable for any damage or injury to the persons or property of the Borrower or its members, officers, agents, servants or employees, or any other person who may be about the Collateral, due to any act or omission of any person other than the Authority its respective members, officers, agents, servants and employees.

(C) The Borrower releases each Indemnified Party from, agrees that each Indemnified Party shall not be liable for, and agrees to hold each Indemnified Party harmless against any expenses or damages, including reasonable charges of counsel, incurred because of any investigation, review or lawsuit commenced by the Authority in good faith with respect to the Financing Documents or the Project.

(D) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any member, officer or employee of the Authority in his or her individual capacity, and no recourse shall be had for the payment of the Loan or for any claim based thereon or hereunder against any member, officer or employee of the Authority.

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(E) In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall notify the Borrower in writing, enclosing a copy of all papers served, but the omission so to notify the Borrower of any such action shall not relieve it of any liability which it may have to any Indemnified Party other than under this Section 6.2. In case any such action shall be brought against any Indemnified Party and it shall notify the Borrower of the commencement thereof, the Borrower shall be entitled to participate in and, to the extent that it shall wish, to assume the defense thereof with counsel satisfactory to such Indemnified Party, and after notice from the Borrower to such Indemnified Party of the Borrower’s election so to assume the defense thereof the Borrower shall not be liable to such Indemnified Party for any legal or other expenses, other than reasonable costs of investigation subsequently incurred by such Indemnified Party in connection with the defense thereof. The Indemnified Party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the employment of counsel by such Indemnified Party has been authorized by the Borrower, (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Borrower and the Indemnified Party in the conduct or the defense of such action (in which case the Borrower shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Borrower shall not in fact have employed counsel satisfactory to the Indemnified Party to assume the defense of such action.

(F) The Borrower also agrees to pay all reasonable and necessary out-of-pocket expenses of the Authority (including charges of counsel) in connection with the Loan, the administration of the Financing Documents and the enforcement of any rights thereunder, including without limitation, any fees, charges and expenses (including charges of counsel) incurred by the Authority in connection with matters of title, collateral security, and financing and continuation statements.

(G) In the event the Borrower fails to pay any amount or perform any act under the Financing Documents the Authority may, but shall have no obligation to, pay the amount or perform the act, in which event the costs, disbursements, expenses and charges of counsel thereof, together with interest thereon from the date the expense is paid or incurred at the rate on the Note shall be an additional obligation hereunder payable on demand.

(H) The obligations of the Borrower under this section shall survive the termination of this Agreement. This section is not for the benefit of any person not an Indemnified Party, and no waiver of the Maine Tort Claims Act or other applicable law is intended.

Section 6.3. Incorporation of Application. The representations, warranties, covenants and statements of expectation of the Borrower set forth in the Borrower’s Application for the Loan are by this reference incorporated in this Agreement as though fully set forth herein.

Section 6.4. Environmental Covenants. (A) The Borrower covenants that it has not discharged, dumped, installed, stored, used, treated, transported, disposed or maintained, and shall neither discharge, dump, install, store, use, treat, transport, dispose or maintain toxic, hazardous, or radioactive substances, materials or wastes, including, without limitation, all of the following: (a) asbestos in any form; (b) urea formaldehyde foam insulation; (c) transformers or other equipment which contain dielectric fluid containing any level of polychlorinated biphenyls or (d) any other chemical, material or substance which is prohibited, limited, or regulated by any federal, state, county, regional, local, or other governmental authority or which, even if not so regulated, poses a known material hazard to the health and safety of the occupants of any Project Realty or the owners of property adjacent to the Project Realty (all of which are referred to collectively herein as “Hazardous Substances”), and that none of the Project Realty, the Business, the Borrower or Guarantors are the subject of any existing, pending or threatened investigation or inquiry by, or of any remedial order or obligation issued by or at the behest of, any governmental authority under any law, rule or regulation pertaining to health or the environment. The Borrower shall at all times keep the Collateral free from any Hazardous Substances. If the Borrower fails to take with diligence any action reasonably required by the Authority or by any governmental entity with respect to the clean-up of any Hazardous Substances, materials or wastes on the Collateral, the Authority, at its option, may enter upon the Collateral, retain such experts and consultants at the expense of Borrower and take such action as the Authority deems advisable, and may advance such sums of money as they deem reasonably necessary with respect to the clean-up of any such substances, materials or wastes on the Collateral; Borrower shall pay to the Authority immediately upon demand, all sums of money advanced or expended by the Authority pursuant to this paragraph, together with interest on each such advancement at a rate of interest that is one percent (1%) per annum greater than the interest rate per annum required by the Note, and all such sums, and the interest thereon, shall be secured by the financing documents, as sums spent to preserve and protect the security.

Page 7

(B) The Borrower shall (i) conduct and complete, or cause to be conducted and completed, all investigations, studies, sampling and testing, and all remedial, removal and other actions necessary to clean up and remove all Hazardous Substances on, under, from or affecting the Collateral and any other property of Borrower in accordance with all applicable federal, State, and local laws, ordinances, rules, regulations and policies, to the satisfaction of the Authority and in accordance with the orders and directives of all federal, State and local governmental authorities, and (ii) defend, indemnify and hold harmless the Authority, its employees, agents, officers, members and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (1) the presence, disposal, release or threatened release of any Hazardous Substances on, over, under, from or affecting the Collateral or the soil, water, vegetation, buildings, personal property, persons or animals thereon; (2) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substances; (3) any lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Substances, and/or (4) any violation of laws, orders, regulations, requirements or demands of government authorities which are based upon or in any way related to such Hazardous Substances including, without limitation, attorney’s and consultant’s fees, investigation and laboratory fees, court costs and litigation expenses.

(C) The Borrower agrees to immediately notify the Authority in writing upon its receipt of any of the following: (i) any notice of any violation or potential violation of any federal, State or local environmental or land use laws, ordinances or regulation; (ii) any notice of the initiation of any environmental enforcement action or private environmental suits against the Borrower or any tenant of the Collateral; (iii) the occurrence of any use of the Loan proceeds or the Collateral involving Hazardous Substances, or (iv) any release of any such Hazardous Substances on or from the Project Realty which violates or may cause a violation of any federal, State or local law, ordinance or regulation.

(D) [RESERVED]

(E) The Authority has the right, but shall not be obligated, to notify any State, federal or local governmental authority of information which may come to its attention with respect to Hazardous Substances on or emanating from the Collateral and Borrower irrevocably releases the Authority from any claims of loss, damage, liability, expense or injury relating to or arising from, directly or indirectly, any such disclosure.

(F) At any time during the term of the Loan and in the event of default or otherwise in the event the Authority reasonably deems in its discretion it prudent to make further inquiry, the Authority may require the Borrower to provide the Authority, at the expense of any Borrower, written reports of inspections or audits of the Collateral, prepared by a qualified independent consultant approved by the Authority, certifying as to the presence or absence of Hazardous Substances, or to permit the Authority to so inspect or audit the Collateral at the Borrower’s expense, and Borrower hereby grants to the Authority its employees, agents and independent contractors, the right to enter upon the Collateral for the purpose of conducting tests, soil borings, the installation of monitoring wells and such other tests as the Authority deems necessary or desirable.

(G) The liability of the Borrower to the Authority under the covenants of this Section is not limited by any exculpatory provision in the Note or in the other Financing Documents and shall survive any assignment, transfer, discharge or foreclosure of the Mortgage or any transfer of the Collateral by deed in lieu of foreclosure, and any one or more transfers of the Collateral by deed or otherwise, by whomsoever made, it being the intent hereof that the Authority may seek recourse against the Borrower hereunder after any number of such transfers or other events.

Section 6.5. Further Assurances and Corrective Instruments. The Authority and the Borrower agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Collateral or for carrying out the intention of or facilitating the performance of this Agreement and the Financing Documents.

Page 8

Section 6.6. [RESERVED]

Section 6.7. Assignment of Agreement or Notes. The Borrower may not assign its rights, interests or obligations hereunder or under the Notes or other Financing Documents without the express prior written approval of the Authority.

Section 6.8. [RESERVED].

Section 6.9. Default and Litigation Notification. The Borrower shall deliver to the Authority within ninety (90) days after the close of each fiscal year of Borrower, a certificate signed by an authorized representative of the Borrower to the effect that the Borrower is in compliance with the provisions of the Financing Documents or specifying the nature of the noncompliance and the steps the Borrower is taking to correct any noncompliance. Upon becoming aware of any condition or event which constitutes, or with the giving of notice or the passage of time would constitute, an Event of Default, the Borrower promptly shall deliver to the Authority a notice stating the existence and nature thereof and specifying the corrective steps the Borrower is taking with respect thereto. The Borrower shall promptly notify the Authority of the commencement of any litigation, administrative, enforcement or other proceeding by or against it, or the threat thereof, in which an unfavorable outcome could materially affect the operation of the Borrower’s business or compliance with the Financing Documents.

Section 6.10. Financial Statements. The Borrower shall provide the Authority with such interim balance sheets and income statements and such annual balance sheets, profit and loss statements, income statements, reconciliation of capital accounts, statements of changes in financial positions and statements itemizing fixed asset acquisition and disposition as may be set forth on Exhibit B.

Section 6.11. Governmental Payments and Requirements. The Borrower shall pay when due all taxes, assessments, fines, penalties, and any other governmental charges assessed against or due in connection with the Borrower, its Business or any of its real or personal property, and the Collateral, and further shall comply with all governmental laws, rules and regulations, ordinances, orders and decrees relating to the Borrower, its Business, property and the Collateral, including, without limiting the generality of the foregoing, laws relating to employment practices, safety and retirement, as applicable. Provided, however, that the Borrower may dispute the validity of any charge, law, rule, regulation, ordinance, order or decree through litigation or otherwise so long as the Borrower makes adequate provision to protect its title to the Collateral while the dispute is pending.

Section 6.12. [RESERVED].

Section 6.13. Eligible Project. The Borrower covenants that it will use the Loan proceeds only for the Project or such other purposes as may be eligible projects under the Act and Chapter 311 of the Authority’s rules, as amended, and as approved by the Authority, provided that any change or amendment in the definition of eligible projects under the rule after the date hereof shall not cause any use of the proceeds at the time of such change to violate this subsection if such use was not a violation hereof prior to such amendment.

Section 6.14. Additional Covenants and Agreements of Borrower. The Borrower hereby agrees to those Additional Covenants and other matters set forth in Exhibit B hereto.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.1. Events of Default. Any one or more of the following shall constitute an “Event of Default” hereunder:

(1) Any representation or warranty made by the Borrower in the Financing Documents or any certificate, statement, data or information furnished by the Borrower in connection therewith or pursuant thereto, or included by the Borrower in its application to the Authority for assistance proves at any time to have been false, untrue or incorrect when made in any material respect.

(2) Failure by the Borrower to pay in immediately available funds any amount that has become due and payable pursuant to the Financing Documents, subject to any applicable notice requirements and grace or cure periods.

Page 9

(3) Failure by the Borrower to comply with the default notification covenant in Section 6.9 hereof.

(4) Failure by the Borrower to observe or perform any covenant, condition or agreement hereunder or under the Financing Documents (other than those referred to above) and (a) continuance of such failure for a period of thirty (30) days after receipt by the Borrower of written notice specifying the nature of such failure, or (b) if by reason of the nature of such failure the same cannot be remedied within the thirty day period, the Borrower fails to initiate cure of such default within such thirty day period and to proceed promptly and expeditiously to cure the failure in a manner reasonably satisfactory to the Authority.

(5) The Borrower shall (a) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of itself or of its property, (b) admit in writing its inability to pay its debts generally as they become due, (c) make a general assignment for the benefit of creditors, (d) be adjudicated a bankrupt or insolvent, or (e) commence a voluntary case under any federal or state bankruptcy or insolvency laws or file a voluntary petition or answer seeking reorganization, an arrangement with creditors or an order for relief, or seeking to take advantage of any bankruptcy or insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding; or corporate action shall be taken by it for the purpose of effecting any of the foregoing; or if without the application, approval or consent of the Borrower, a proceeding shall be instituted in any court of competent jurisdiction, seeking in respect of the Borrower an adjudication in bankruptcy, reorganization, dissolution, winding up, liquidation, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of the Borrower or of all or any substantial part of its assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by the Borrower in good faith, the same shall remain pending or undismissed for any period of seventy-five (75) days, or any order for relief against the Borrower shall be entered in an involuntary case under such bankruptcy or insolvency law.

(6) Final judgment for the payment of money in excess of an aggregate of $100,000 shall be rendered against the Borrower, or any Guarantor and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed.

(7) There shall be a default in respect of any evidence of indebtedness for money borrowed of an aggregate outstanding principal amount in excess of $100,000, by the Borrower (or with respect to the performance of any obligations of the Borrower incurred in connection with any indebtedness for money borrowed) where the effect of such default results in the acceleration of the maturity of such indebtedness or the holders thereof (or a trustee on behalf of such holders) cause or claim such indebtedness to become due prior to its stated maturity, or any such indebtedness shall not be paid as and when due and payable, subject to any applicable notice requirements and grace or cure periods.

(8) Failure by any Guarantor to observe or perform any covenant, condition or agreement on its part to be observed or performed under a Guaranty or any other agreement executed in connection with the Loan, or if any of the events described in subsections 5, 6 or 7 of this Section shall occur with respect to any Guarantor, in either event subject to any applicable notice requirements and grace or cure periods.

Section 7.2. Remedies on Default. (A) Whenever any Event of Default shall have occurred, the Authority may take any one or more of the following actions:

(1) Declare all amounts payable under the Financing Documents to be immediately due and payable without notice or demand of any kind, whereupon the same shall become immediately due and payable.

(2) Exercise any and all rights and remedies provided for under any or all of the Financing Documents.

(3) Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce the performance or observance of the obligations, agreements, and covenants of the Borrower under the Financing Documents.

Section 7.3. No Duty to Mitigate Damages. Unless otherwise required by law, the Authority shall not be obligated to do any act whatsoever or exercise any diligence whatsoever to mitigate the damages to the Borrower if an Event of Default shall occur.

Page 10

Section 7.4. Remedies Cumulative. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies but each and every such remedy shall be cumulative and shall be in addition to every remedy given under this Agreement, the Financing Documents, or now or hereafter existing at law or in equity or by statute. Delay or omission to exercise any right or power accruing upon any default or failure to insist upon the strict performance of any of the covenants and agreements herein set forth or to exercise any rights or remedies upon default by the Borrower hereunder shall not impair any such right or power or be considered or taken as a waiver or relinquishment for the future of the right to insist upon and to enforce, by injunction or other appropriate legal or equitable remedy, strict compliance by the Borrower with all of the covenants and conditions hereof, or of the right to exercise any such rights or remedies, if such default by the Borrower be continued or repeated.

ARTICLE VIII--[RESERVED]

ARTICLE IX

GENERAL

Section 9.1. Amendments. This Agreement may be amended only with the concurring written consent of the parties hereto.

Section 9.2. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered in hand or three (3) days after mailing by registered or certified mail, postage prepaid, addressed as follows: if to the Authority, at 5 Community Drive, PO Box 949, Augusta, Maine 04332-0949, Attention: Chief Executive Officer; and if to the Borrower at 56 Evergreen Drive, Portland, ME 04103, Attn: Michael Brigham, CEO. The Authority, the Borrower, and any Guarantor may, by notice given hereunder, designate any further or different addresses to which subsequent notice, certificates or other communications shall be sent.

Section 9.3. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Borrower and the Authority and their respective heirs, personal representatives, successors and assigns, provided that no consent to assignment is hereby intended.

Section 9.4. Execution of Counterparts. This Agreement may be executed simultaneously in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 9.5. Prior Agreements Superseded. This Agreement, together with the Financing Documents and all agreements executed by the parties in conjunction with the Project, shall completely and fully supersede all other prior understandings or agreements, both written and oral, between the Borrower and any of the other parties hereto relating to the lending of the funds pursuant to the Note, including those contained in the Loan Commitment and any other commitment issued with respect to the Loan or the Project.

Page 11

IN WITNESS WHEREOF, the Authority has caused this Agreement to be executed in its corporate name by duly authorized representatives, and the Borrower has caused this Agreement to be executed in its corporate name and its corporate seal to be hereunto affixed by its duly authorized officer all as of the date first above written.

WITNESS:		IMMUCELL CORPORATION
		(Borrower)

/s/ Michael Anderson		/s/ Michael Brigham
		By: Michael Brigham
		Its: Chief Executive Officer

		FINANCE AUTHORITY OF MAINE

		/s/ Christopher Roney
		By: Christopher Roney
		Its: General Counsel

Page 12

EXHIBIT A

PERMITTED ENCUMBRANCES

1. Real Estate- Portland, Maine

Prior mortgages of Gorham Savings Bank for loans totaling approximately $12,000,000.

2. Inventory, Accounts, Equipment and other Tangible and Intangible Personal Property

Prior security interests of Gorham Savings Bank for loans totaling approximately $12,000,000.

Page 13

EXHIBIT B

ADDITIONAL COVENANTS

SPECIAL CONDITIONS

The Borrower may not change its legal structure, dispose of all or substantially all of its assets, or consolidate with or merge into another entity without the prior written consent of the Authority which consent shall not be unreasonably withheld, conditioned or delayed.

The Borrower shall not make any direct or indirect loans, advances or other payments to or for the benefit of any officers, directors, stockholders or affiliates other than customary and usual salaries and benefits, or as otherwise approved by the Chief Executive Officer of the Authority.

The Borrower shall not mortgage, sell, pledge, assign or do any other act which would result in a lien or encumbrance or transfer of any assets, whether real or personal property, serving as collateral to the Loan without the prior written consent of the Chief Executive Officer of the Authority, other than future purchase money security interests or other Permitted Encumbrances.

The Borrower shall provide copies of federal income tax returns and annual financial statements prepared by independent certified public accountant within 120 days of the end of its fiscal year end. The financial statements shall include balance sheets, profit and loss statements, and income statements.

The Borrower must notify the Authority of any claim, proceedings or litigation pending or threatened against Borrower throughout the term of the Loan, which could reasonably be expected to have a material adverse effect on the Borrower, the Borrower’s ability to perform its obligations under the Financing Documents, or a material portion of the Collateral.

All shareholder loans shall be subordinated to the Loan.

A default under any loan to the Borrower made directly by, guaranteed by or serviced by the Authority shall be a default hereunder. Additionally, a default on any loan to the Borrower with a senior or equal lien on any Collateral shall be a default hereunder.

Quarterly: The Borrower must maintain a DSC ratio of 1.35 on a trailing 12-month basis to be tested quarterly from June 30, 2024 to December 31, 2024. Minimum DSC Ratio on a Trailing 12 Month Basis: (Income Before Taxes plus Depreciation, Amortization, plus Interest Expense) divided by (All Scheduled Loan Payments). The Authority shall use appropriate consideration for extraordinary or one-time gains or expenses including stock-based compensation in calculating Income Before Taxes.

Annually: The Borrower must maintain a DSC ration of 1.35 to be tested annually starting December 31, 2024. Minimum DSC Ratio: (Income Before Taxes plus Depreciation, Amortization, plus Interest Expense) divided by (All Scheduled Loan Payments). The Authority shall use appropriate consideration for extraordinary or one-time gains or expenses including stock-based compensation in calculating Income Before Taxes.

Page 14

Cover	Jul. 17, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2023
Entity File Number	001-12934
Entity Registrant Name	ImmuCell Corporation
Entity Central Index Key	0000811641
Entity Tax Identification Number	01-0382980
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	56 Evergreen Drive
Entity Address, City or Town	Portland
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04103
City Area Code	207
Local Phone Number	878-2770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value per share
Trading Symbol	ICCC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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