EX-10.6



 Exhibit 10.6 

SECOND AMENDMENT TO PARTICIPATION AGREEMENT 

This SECOND AMENDMENT TO PARTICIPATION AGREEMENT (“Second Amendment”) is made as of this 22 day of November, 2013, by and among
Cleveland BioLabs, Inc., a Delaware corporation (“CBL”) and BioProcess Capital Partners, LLC, a management company of the venture fund BioProcess Capital Ventures formed under the laws of the Russian Federation (“BCP”). 

RECITALS 
 A. CBL and BCP
entered into that certain Participation Agreement dated December 30, 2009 (the “Participation Agreement”) regarding the formation, capitalization and governance of lncuron, LLC, a limited liability company organized under the laws of
the Russian Federation (the “Company”). 
 B. CBL and BCP entered into that certain First Amendment to Participation Agreement
dated April 13, 2010 regarding the terms of contributions to be made to the Company. 
 C. CBL has entered into a Loan and Security
Agreement (the “Loan”), dated September 30, 2013, with Hercules Technology II, L.P., a Delaware limited partnership (“Hercules”) pursuant to which CBL agreed to pledge certain collateral, including CBL’s participation
interests in the Company, as security. 
 D. The parties desire to amend the Participation Agreement to allow for the pledge of
participation interests as security. 
 NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth
herein, CBL and BCP hereby amend the Participation Agreement as follows: 
 1. Definitions. All capitalized terms not defined herein shall
have the meanings set forth in the Participation Agreement. 
 2. Definition of “Transfer” or “Transferring”. The
definition of “Transfer” or “Transferring” in Section 1. DEFINITIONS, is hereby amended and restated as follows: 

“Transfer” or “Transferring” means, subject to the following sentence, any sale, assignment, disposition, transfer
(including, without limitation, a transfer by will or intestate distribution) or gift. “Transfer” or “Transferring” shall not include any Participant’s grant of a security interest in and/or pledge of their Participation
Interests to a third party in accordance with the applicable laws. 

  
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 3. Effect of Amendment. Except for the amendments set forth herein, all other provisions of the
Participation Agreement shall be unaffected and shall remain in full force and effect. 
 4. Counterparts. This Second Amendment may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be
effective as delivery of an original executed counterpart of this Amendment, provided that it shall be followed-up by an original of such counterpart signature within five (5) business days thereafter. 

5. Language. This Second Amendment has been made in Russian and English language. In the event of a conflict or inconsistency between the
English and Russian versions of the agreement, the English version shall prevail. 
 [Signatures Follow] 

 
 



 

  
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 IN WITNESS WHEREOF, the Company and the Participants have executed this Second Amendment
as of the date first written above. 
  

									
		 		 	 COMPANY:
  

INCURON, LLC
	  	




		 		 	By:	  	 /s/ Andrey Leonov
	  
		 		 	Name:	  	Andrey Leonov, Ph.D.	  
		 		 	Title:	  	Chief Executive Officer	  
				
		 		 	 PARTICIPANTS:
  

CLEVELAND BIOLABS, INC.
	  	




		 		 	By:	  	 /s/ Yakov Kogan
	  
		 		 	Name:	  	Yakov Kogan, Ph.D., MBA	  
		 		 	Title:	  	Chief Executive Officer	  
				
		 		 	BIOPROCESS CAPITAL PARTNERS	  	




		 		 	By	  	 /s/ Vladimir Tezov
	  
		 		 	Name:	  	Vladimir Tezov	  
		 		 	Title:	  	Chief Executive Officer	  


  
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