AMENDMENT TO RESTRICTED STOCK AGREEMENT
AMENDMENT
TO
THIS
AMENDMENT TO RESTRICTED STOCK AGREEMENT (“Amendment”) is
made
as of January 23, 2006, by and among Cleveland BioLabs, Inc., a Delaware
corporation (the “Company”), and
Xxxxxx Xxxxxx (the “Executive”). Capitalized
terms not otherwise defined herein shall have the meaning ascribed to such
terms
in the Restricted Stock Agreement.
RECITALS
WHEREAS, the
Company and the Executive have entered into that certain Restricted Stock
Agreement, dated as of July 5, 2003 (the “Restricted
Stock Agreement”); and
WHEREAS, the
Company and the Executive wish to amend and restate the definition of “Qualified
Public Offering” in its entirety and make certain other changes to the
Restricted Stock Agreement;
NOW,
THEREFORE, for
good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section
6. The
definition of “Qualified Public Offering” in Section 6 of the Restricted Stock
Agreement is hereby amended and restated in its entirety to read as
follows:
“Qualified
Public Offering”
means
the sale in an underwritten public offering registered under the Securities
Act
of shares of the Company’s Common Stock approved by the Board resulting in net
proceeds to the Company of no less than $7.5 million.”
2. Section
7.
The
following portion of Section 7 of the Restricted Stock Agreement is hereby
amended and restated in its entirety to read as follows:
“With
a
copy to:
Xxxxxx
Xxxxxx Rosenman
000
Xxxx
Xxxxxx Xxxxxx
Xxxxxxx,
Xxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Ram
Xxxxxxxxxxx, Esq.”
3. No
Amendment or Waiver. The
execution, delivery and effectiveness of this Amendment shall not constitute
an
amendment or waiver of any other provision of the Restricted Stock Agreement.
The terms of the Restricted Stock Agreement not affected, modified or changed
by
this Amendment shall remain in full force and effect.
4. References. Each
reference in the Restricted Stock Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import shall mean and be a reference to the
Restricted Stock Agreement as amended hereby, and each reference to the
Restricted
Stock Agreement in any other document, instrument or agreement shall mean and
be
a
reference to the Restricted Stock Agreement as amended hereby.
5. Counterparts. This
Amendment may be executed in two counterparts, each of which shall be deemed
an
original, but both of which together shall constitute one and the same
instrument. Facsimile signatures shall be accepted as originals.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the
undersigned or each of their respective duly authorized officers or
representatives have set their hands hereunder effective upon the date
referenced-above.
THE COMPANY: | ||
Cleveland BioLabs, Inc., a Delaware corporation | ||
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/s/ Xxxxxxx Xxxxxxxx | ||
By: Xxxxxxx Xxxxxxxx |
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President and Chief Executive Officer |
THE EXECUTIVE: | ||
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/s/ Xxxxxx Xxxxxx | ||
By: Xxxxxx Xxxxxx |
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