REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2009 • Cleveland Biolabs Inc • Services-commercial physical & biological research
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ________, 2009, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CLEVELAND BIOLABS, INC.Cleveland Biolabs Inc • March 30th, 2009 • Services-commercial physical & biological research
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________ ( “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
VOTING AGREEMENTVoting Agreement • March 30th, 2009 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Delaware
This Voting Agreement, dated as of ________, 2009 (this “Agreement”), is by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature pages hereto under the heading “Holder” (each a “Holder” and collectively, the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2009 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________, 2009, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT AND WAIVER AGREEMENTAmendment and Waiver Agreement • March 30th, 2009 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of March 20, 2009, is entered into by and among Cleveland BioLabs, Inc., a Delaware corporation (the “Company”) and each of the purchasers (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) to the Securities Purchase Agreement, dated as of February 13, 2009 (the “Purchase Agreement”). Any defined terms used herein and otherwise undefined shall have the same meaning ascribed to such terms in the Purchase Agreement.
AMENDMENT AND REAFFIRMATION AGREEMENTAmendment and Reaffirmation Agreement • March 30th, 2009 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”), dated as of March __, 2009, has been prepared to provide additional information to prospective investors in the private placement of the securities of Cleveland BioLabs, Inc., a Delaware corporation (the “Company”) and supplements information contained in the Securities Purchase Agreement by and among each prospective investor (each, a “Purchaser” and collectively, the “Purchasers”) and the Company (the “Purchase Agreement”) and each of the Transaction Documents thereto. Each Purchaser is requested to agree and acknowledge this Agreement by executing the attached signature page and failure to agree to this Agreement will result in the Company returning the funds of any such Purchaser. Capitalized terms not defined herein shall have the same meaning as set forth in the Purchase Agreement.
