0001144204-07-013318 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2007 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 16, 2007, by and among Cleveland BioLabs, Inc., a Delaware corporation, with headquarters located at 11000 Cedar Ave., Suite 290, Cleveland, Ohio 44106 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2007 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 16, 2007, by and among Cleveland BioLabs, Inc., a Delaware corporation, with headquarters located at 11000 Cedar Ave., Suite 290, Cleveland, Ohio 44106 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

VOTING AGREEMENT
Voting Agreement • March 19th, 2007 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York

VOTING AGREEMENT, dated as of March 16, 2007 (this "Agreement"), by and among Cleveland BioLabs, Inc., a Delaware corporation (the "Company"), and the stockholders listed on the signature pages hereto under the heading "Stockholders" (each a "Stockholder" and collectively, the "Stockholders").

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