VOTING
      AGREEMENT

     

    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").
      

     

    WHEREAS,
      the
      Company and certain investors (each, an "Investor",
      and
      collectively, the "Investors")
      have
      entered into a Securities Purchase Agreement, dated as March 16, 2007 (the
      "Securities
      Purchase Agreement"),
      pursuant to which, among other things, the Company has agreed to issue and
      sell
      to the Investors and the Investors have agreed to purchase, (i) Series B
      convertible preferred shares of the Company (the "Preferred
      Shares")
      which
      will, among other things, be convertible into shares of the Company's common
      stock, par value $.005 value per share (the "Common
      Stock")
      in
      accordance with the terms of the certificate of designation for such series
      of
      preferred stock, (ii) Series A warrants which will be exercisable to purchase
      shares of Common Stock;

     

    WHEREAS,
      the Company has previously issued to the Agent (as defined in the Securities
      Purchase Agreement) warrants and at closing of the Transaction (as defined
      below) will issue additional Series B warrants to the Agent;

     

    WHEREAS,
      as of the date hereof, the Stockholders own collectively 6,975,772 shares of
      Common Stock, which represent in the aggregate approximately 59% of the total
      issued and outstanding capital stock of the Company; and 

     

    WHEREAS,
      as a condition to the willingness of the Investors to enter into the Securities
      Purchase Agreement and to consummate the transactions contemplated thereby
      (collectively, the "Transaction"),
      the
      Investors have requested that the Company be a party to this Agreement in order
      to enforce the terms hereof and have required that each Stockholder agree,
      and
      in order to induce the Investors to enter into the Securities Purchase
      Agreement, each Stockholder has agreed, to enter into this Agreement with
      respect to all the Common Stock now owned and which may hereafter be acquired
      by
      the Stockholder and any other securities, if any, which such Stockholder is
      currently entitled to vote, or after the date hererof becomes entitled to vote,
      at any meeting of stockholders of the Company (the "Other
      Securities").

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements contained herein, and intending to be legally bound hereby, the
      parties hereto hereby agree as follows:

     

    ARTICLE
      I


     

    VOTING
      AGREEMENT OF THE STOCKHOLDER

     

    SECTION
      1.01.  Voting
      Agreement.
      Subject
      to the last sentence of this Section 1.01, each Stockholder hereby agrees
      that at any meeting of the stockholders of the Company, however called, each
      of
      the Stockholders shall vote the Common Stock and the Other Securities: (a)
      in
      favor of the Stockholder Approval (as defined in the Securities Purchase
      Agreement) as described in Section 4(o) of the Securities Purchase
      Agreement; and (b) against any proposal or any other corporate action or
      agreement that would result in a breach of any covenant, representation or
      warranty or any other obligation or agreement of the Company under the
      Securities Purchase Agreement or which could result in any of the conditions
      to
      the Company's obligations under the Securities Purchase Agreement not being
      fulfilled. Each Stockholder acknowledges receipt and review of a copy of the
      Securities Purchase Agreement and the other Transaction Documents (as defined
      in
      the Securities Purchase Agreement). The obligations of the Stockholders under
      this Section 1.01 shall terminate immediately following the occurrence of the
      Stockholder Approval. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II


     

    REPRESENTATIONS
      AND WARRANTIES OF THE STOCKHOLDER

     

    Each
      Stockholder hereby represents and warrants, severally but not jointly, to each
      of the Investors as follows:

     

    SECTION
      2.01.  Authority
      Relative to This Agreement.
      Each
      Stockholder has all necessary power and authority to execute and deliver this
      Agreement, to perform his or its obligations hereunder and to consummate the
      transactions contemplated hereby. This Agreement has been duly executed and
      delivered by such Stockholder and constitutes a legal, valid and binding
      obligation of such Stockholder, enforceable against such Stockholder in
      accordance with its terms, except (a) as such enforceability may be limited
      by
      applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
      moratorium or similar laws now or hereafter in effect relating to, or affecting
      generally the enforcement of creditors' and other obligees' rights, (b) where
      the remedy of specific performance or other forms of equitable relief may be
      subject to certain equitable defenses and principles and to the discretion
      of
      the court before which the proceeding may be brought, and (c) where rights
      to
      indemnity and contribution thereunder may be limited by applicable law and
      public policy.

     

    SECTION
      2.02.  No
      Conflict.
      (a)
      The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder shall not, (i) conflict with
      or violate any federal, state or local law, statute, ordinance, rule,
      regulation, order, judgment or decree applicable to any Stockholder or by which
      the Common Stock or the Other Securities owned by such Stockholder are bound
      or
      affected or (ii) result in any breach of or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, or
      give
      to others any rights of termination, amendment, acceleration or cancellation
      of,
      or result in the creation of a lien or encumbrance on any of the Common Stock
      or
      the Other Securities owned by such Stockholder pursuant to, any note, bond,
      mortgage, indenture, contract, agreement, lease, license, permit, franchise
      or
      other instrument or obligation to which such Stockholder is a party or by which
      such Stockholder or the Common Stock or Other Securities owned by such
      Stockholder are bound.

     

    (b)  The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder shall not, require any
      consent, approval, authorization or permit of, or filing with or notification
      to, any governmental entity or other third party by such
      Stockholder.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.03.  Title
      to the Stock.
      As of
      the date hereof, each Stockholder is the owner of the number of shares of Common
      Stock set forth opposite its name on Appendix
      A
      attached
      hereto, entitled to vote, without restriction, on all matters brought before
      holders of capital stock of the Company, which Common Stock represent on the
      date hereof the percentage of the outstanding stock and voting power of the
      Company set forth on such Appendix. Such Common Stock are all the securities
      of
      the Company owned, either of record or beneficially, by such Stockholder. Such
      Common Stock are owned free and clear of all security interests, liens, claims,
      pledges, options, rights of first refusal, agreements, limitations on such
      Stockholder's voting rights, charges and other encumbrances of any nature
      whatsoever. No Stockholder has appointed or granted any proxy, which appointment
      or grant is still effective, with respect to the Common Stock or Other
      Securities owned by such Stockholder.

     

    ARTICLE
      III


     

    COVENANTS

     

    SECTION
      3.01.  No
      Disposition or Encumbrance of Stock.
      Each
      Stockholder hereby covenants and agrees that, until the Stockholder Approval
      has
      been obtained, except as contemplated by this Agreement, such Stockholder shall
      not offer or agree to sell, transfer, tender, assign, hypothecate or otherwise
      dispose of, grant a proxy or power of attorney with respect to, or create or
      permit to exist any security interest, lien, claim, pledge, option, right of
      first refusal, agreement, limitation on such Stockholder's voting rights, charge
      or other encumbrance of any nature whatsoever ("Encumbrance")
      with
      respect to the Common Stock or Other Securities, or directly or indirectly,
      initiate, solicit or encourage any person to take actions which could reasonably
      be expected to lead to the occurrence of any of the foregoing; provided,
      however,
      that
      any such Stockholder may assign, sell or transfer any Common Stock or Other
      Securities provided that any such recipient of the Common Stock or Other
      Securities has delivered to the Company and each Investor a written agreement
      in
      a form reasonably satisfactory to the Investors that the recipient shall be
      bound by, and the Common Stock and/or Other Securities so transferred, assigned
      or sold shall remain subject to this Agreement.

     

    SECTION
      3.02.  Company
      Cooperation.
      The
      Company hereby covenants and agrees that it will not, and each Stockholder
      irrevocably and unconditionally acknowledges and agrees that the Company will
      not (and waives any rights against the Company in relation thereto), recognize
      any Encumbrance or agreement on any of the Common Stock or Other Securities
      subject to this Agreement unless the provisions of Section 3.01 have been
      complied with.

     

    ARTICLE
      IV


     

    MISCELLANEOUS

     

    SECTION
      4.01.  Further
      Assurances.
      Each
      Stockholder will execute and deliver such further documents and instruments
      and
      take all further action as may be reasonably necessary in order to consummate
      the transactions contemplated hereby.

     

    SECTION
      4.02.  Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event any
      provision of this Agreement was not performed in accordance with the terms
      hereof and that any Investor (without being joined by any other Investor) shall
      be entitled to specific performance of the terms hereof, in addition to any
      other remedy at law or in equity. Any Investor shall be entitled to its
      reasonable attorneys' fees in any action brought to enforce this Agreement
      in
      which it is the prevailing party.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.03.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the Company and the
      Stockholders with respect to the subject matter hereof and supersedes all prior
      agreements and understandings, both written and oral, among the Company and
      the
      Stockholders with respect to the subject matter hereof.

     

    SECTION
      4.04.  Amendment.
      This
      Agreement may not be amended except by an instrument in writing signed by the
      parties hereto and with the consent of the Investors.

     

    SECTION
      4.05.  Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of this Agreement is not affected
      in
      any manner materially adverse to any party. Upon such determination that any
      term or other provision is invalid, illegal or incapable of being enforced,
      the
      parties hereto shall negotiate in good faith to modify this Agreement so as
      to
      effect the original intent of the parties as closely as possible in a mutually
      acceptable manner in order that the terms of this Agreement remain as originally
      contemplated to the fullest extent possible.

     

    SECTION
      4.06.  Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      New York. The parties hereby agree that all actions or proceedings arising
      directly or indirectly from or in connection with this Agreement shall be
      litigated only in the Supreme Court of the State of New York or the United
      States District Court for the Southern District of New York located in New
      York
      County, New York. The parties consent to the jurisdiction and venue of the
      foregoing courts and consent that any process or notice of motion or other
      application to any of said courts or a judge thereof may be served inside or
      outside the State of New York or the Southern District of New York by registered
      mail, return receipt requested, directed to the party being served at its
      address set forth on the signature ages to this Agreement (and service so made
      shall be deemed complete three (3) days after the same has been posted as
      aforesaid) or by personal service or in such other manner as may be permissible
      under the rules of said courts. Each of the Company and each Stockholder
      irrevocably waives, to the fullest extent permitted by law, any objection which
      it may now or hereafter have to the laying of the venue of any such suit,
      action, or proceeding brought in such a court and any claim that suit, action,
      or proceeding has been brought in an inconvenient forum. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

    SECTION
      4.07.  Third-Party
      Beneficiaries.
      The
      Investors shall be intended third party beneficiaries of this Agreement to
      the
      same extent as if they were parties hereto, and shall be entitled to enforce
      the
      provisions hereof.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.08.  Termination.
      This
      Agreement shall terminate immediately following the occurrence of the
      Stockholder Approval or upon the mutual consent of each Stockholder and the
      Investors.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, each Stockholder and the Company has duly executed this
      Agreement.

     

    
      	 	 	
              THE
                COMPANY:

            
	 	 	 
	 	 	
              CLEVELAND
                BIOLABS, INC.

            
	 	 	 
	 	 	 
	 	 	
              By:

            	/s/
              Michael Fonstein
	 	 	 	
              Name:
                Michael Fonstein

            
	 	 	 	
              Title:
                Chief Executive Officer and President

            
	
              Dated:
                March 16, 2007

            	 	 	 
	 	 	
              Address:

            	
              11000
                Cedar Ave., Suite 290

              Cleveland,
                Ohio 44106

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	
              MICHAEL
                FONSTEIN

            
	 	 	 
	
            	
            	
              /s/
                Michael Fonstein

            
	 	 	
              Michael
                Fonstein

            
	
              Dated:
                March 16, 2007

            	 	 
	 	 	
              Address:

            	 
	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	
              ANDREI
                GUDKOV

            
	 	 	 
	 	 	/s/
              Andrei Gudkov
	 	 	Andrei
              Gudkov
	
              Dated:
                March 16, 2007

            	 	 
	 	 	
              Address:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        	 	 	
                STOCKHOLDER:

              
	 	 	 
	 	 	
                
                  YAKOV
                    KOGAN

                

              
	 	 	 
	 	 	/s/
                Yakov Kogan
	
                Dated:
                  March 16, 2007

              	 	Yakov
                Kogan
	
                 

              	 	 
	 	 	
                Address:

              	 


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	 	
                  STOCKHOLDER:

                
	 	 	 
	 	 	
                  
                    
                      THE
                        CLEVELAND CLINIC FOUNDATION

                    

                  

                
	 	 	 
	 	 	/s/
                  Michael O' Boyle
	
                  Dated:
                    March 16, 2007

                	 	Michael
                  O'
                  Boyle
	
                   

                	 	Chief
                  Operating Officer
	 	 	 	 
	 	 	
                  Address:

                	
                  9500 Euclid Avenue

                  Cleveland, OH
                    44195

                


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              STOCKHOLDER:

            
	 	 	 
	 	 	
              CHEMBRIDGE
                CORPORATION

            
	 	 	 
	 	 	/s/
              Eugene Vaisberg
	 	 	Eugene
              Vaisberg
	 	 	Chief
              Executive Officer
	
              Dated:
                March 8, 2007

            	 	 
	 	 	
              Address:

            	
              16981 Via Tazon, Suite G

              San Diego, CA
                92128

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 	 	
                    STOCKHOLDER:

                  
	 	 	 
	 	 	
                    
                      
                        
                          SUNRISE
                            SECURITIES CORP.

                        

                      

                    

                  
	 	 	 
	 	 	/s/
                    Marcia Kucher
	
                    Dated:
                      March 14, 2007

                  	 	Marcia
                    Kucher
	
                     

                  	 	 
	 	 	
                    Address:

                  	
                    641
                      Lexington Avenue, 25th Floor

                  
	 	 	 	
                    New
                      York, NY 10022

                  


          

           

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              	 	
                    	
                      STOCKHOLDER:

                    
	 	 	 
	 	 	
                      
                        
                          
                            
                              SUNRISE
                                EQUITY PARTNERS, LP

                            

                          

                        

                      

                    
	 	 	 
	 	 	By: 
                      LEVEL COUNTER, LLC.
	 	 	 
	 	 	Its: 
                      General Partner
	 	
                    	 
	 	 	/s/
                      Marilyn Adler
	
                      Dated:
                        March 14, 2007

                    	 	Name: 
                      Marilyn Adler
	
                       

                    	 	Title: 
                      Manager
	 	 	 	 
	 	 	
                      Address:

                    	
                      
                        641
                          Lexington Avenue, 25th Floor

                      

                    
	 	 	 	
                      
                        New
                          York, NY 10022

                      

                    


            

             

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

    


    
      	
              Stockholder

            	
              Common
                Stock 

              Owned

            	
              Percentage
                of Stock 

              Outstanding

            	
              Voting
                Percentage 

              of
                Stock

              Outstanding

            
	
              Michael
                Fonstein

            	
              1,311,200

            	
              11.03
                %

            	
              11.03
                %

            
	
              Andrei
                Gudkov

            	
              1,549,600

            	
              13.03
                %

            	
              13.03
                %

            
	
              Yakov
                Kogan

            	
              715,200

            	
              6.02
                %

            	
              6.02
                %

            
	
              The
                Cleveland Clinic Foundation

            	
              1,341,000

            	
              11.28
                %

            	
              11.28
                %

            
	
              ChemBridge
                Corporation

            	
              622,224

            	
              5.23
                %

            	
              5.23
                %

            
	
              Sunrise
                Equity Partners, LP together with Sunrise Securities Corp.

            	
              1,436,548

            	
              12.08 %

            	
              12.08 %