ImmuCell Corporation




 


EXHIBIT
4.1


AMENDMENT
TO RIGHTS AGREEMENT


 


THIS
AMENDMENT is entered into as of April 15, 2015, between IMMUCELL CORPORATION, a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights
Agent”).


 


WHEREAS,
the Company and the Rights Agent are parties to (i) a Rights Agreement dated as of September 5, 1995, providing for the issuance
of certain common stock purchase rights (the “Rights”) to holders of the Company’s outstanding Common Stock,
(ii) an Amendment to the Rights Agreement, dated as of June 30, 2005, (iii) a second Amendment to Rights Agreement, dated as of
June 30, 2008, (iv) a third Amendment to the Rights Agreement dated as of August 9, 2011 and (v) a fourth Amendment to the Rights
Agreement dated as of June 16, 2014 (collectively, the “Rights Agreement”);


 


WHEREAS,
under Sections 23(b), 23(c) and 27(b) of the Rights Agreement, the Rights can be redeemed and the Rights Agreement can be amended
only with the concurrence of a majority of the Continuing Directors (as defined therein) then in office; and


 


WHEREAS,
the Company’s Board of Directors has determined that deleting such provisions from the Rights Agreement is in the best interest
of the Company;


 


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


 


		1.	CONTINUING
                                         DIRECTOR PROVISIONS.



 


(a)Section
23(b) of the Rights Agreement is hereby amended by deleting the following: “; provided, however, if the Board
so authorizes redemption of the Rights after a Stock Acquisition Date, then there must be Continuing Directors then in office
and such authorization shall require the concurrence of a majority of such Continuing Directors”.


 


(b)Section
23(c) of the Rights Agreement is hereby amended by deleting the following: “; provided, however, that after
a Stock Acquisition Date, if the Board authorizes any such amendment or supplement extending or shortening the period during which
the Rights may be redeemed, then there must be Continuing Directors then in office and such authorization shall require the concurrence
of a majority of such Continuing Directors”.


 


(c)Section
27(b) of the Rights Agreement is hereby amended by deleting the following: “there must be Continuing Directors then in office
and such authorization shall require the concurrence of a majority of such Continuing Directors and a majority of the Board and,
provided, further,”.


 


(d)Section
1(g) of the Rights Agreement is hereby deleted in its entirety and replaced with “(g) [Intentionally omitted].”


 


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



 


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


 


	Attest:	 	IMMUCELL
    CORPORATION
	 	 	 	 	 
	By:	/s/
    Elizabeth S. Toothaker	 	By:	/s/
    Michael F. Brigham
	 	Elizabeth
    S. Toothaker

    Director of Finance and Administration	 	 	Michael
    F. Brigham

    President and Chief Executive Officer
	 	 	 	 	 
	Attest:	 	AMERICAN
        STOCK TRANSFER &

        TRUST
        COMPANY, LLC

	 	 	 	 	 
	By:	/s/
    Donna Ansbro	 	By:	/s/
    Paula Caroppoli
	 	Donna
    Ansbro

    Vice President	 	 	Paula
    Caroppoli

    Senior Vice President