SECURITIES
PURCHASE AGREEMENT

     

    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”).

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 promulgated thereunder, the Company desires to issue and sell to each
Purchaser, and each Purchaser, severally and not jointly, desires to purchase
from the Company, securities of the Company as more fully described in this
Agreement.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as
follows:

     

    ARTICLE
I.

    DEFINITIONS

     

    1.1          Definitions.  In
addition to the terms defined elsewhere in this Agreement: (a) capitalized terms
that are not otherwise defined herein have the meanings given to such terms in
the Certificate of Designation (as defined herein), and (b) the following terms
have the meanings set forth in this Section 1.1:

     

    “Acquiring Person”
shall have the meaning ascribed to such term in Section 4.7.

     

    “Action” shall have
the meaning ascribed to such term in Section 3.1(j).

     

    “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person, as such terms are
used in and construed under Rule 405 under the Securities Act.

     

    “Amendment” means an
amendment to the Company’s certificate of incorporation that increases the
number of authorized shares of Common Stock from 40,000,000 to no less than
60,000,000 shares.

     

    “Authorized Share
Approval” means (a) the approval by the stockholders of the Company of
the Amendment and (b) the filing by the Company of the Amendment with the
Secretary of State of the State of Delaware and the acceptance of the Amendment
by the Secretary of State of the State of Delaware.

     

     “Authorized Share Approval
Date” means the later of the date that the Company (a) receives the
approval by the stockholders of the Company of the Amendment or (b) files the
Amendment with the Secretary of State of the State of Delaware and receives the
acceptance of the Amendment by the Secretary of State of the State of
Delaware.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Board of Directors”
means the board of directors of the Company.

     

     “Business Day” means
any day except Saturday, Sunday, any day which is a federal legal holiday in the
United States or any day on which banking institutions in the State of New York
are authorized or required by law or other governmental action to
close.

     

     “Certificate of
Designation” means the Certificate of Designation to be filed prior to
the Closing by the Company with the Secretary of State of Delaware, in the form
of Exhibit A
attached hereto.

     

    “Closing” means the
closing of the purchase and sale of the Securities pursuant to Section
2.1.

     

    “Closing Date” means
the Trading Day on which all of the applicable Transaction Documents have been
executed and delivered by the applicable parties thereto, and all conditions
precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and
(ii) the Company’s obligations to deliver the Securities have been satisfied or
waived.

     

    “Closing Price” means
on any particular date (a) the last reported (closing) sale price per share
of Common Stock on such date on the Trading Market (as reported by Bloomberg
L.P. at 4:15 p.m. (New York City time)), or (b) if there is no sale on such
date, then the last reported (closing) sale price on the Trading Market on the
date nearest preceding such date (as reported by Bloomberg L.P. at 4:15 p.m.
(New York City time)), or (c)  if the Common Stock is not then listed or
quoted on a Trading Market and if prices for the Common Stock are then reported
in the “pink sheets” published by Pink OTC Markets, Inc. (or a similar
organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the Common Stock so reported as of 4:02p.m.
(New York City time) on such date, or (d) if the shares of Common Stock are
not then publicly traded, the fair market value as of such date of a share of
Common Stock as determined by an independent appraiser selected in good faith by
the Purchasers of a majority in interest of the Shares then outstanding and
reasonably acceptable to the Company, the fees and expenses of which shall be
paid by the Company.

     

    “Closing Statement”
means the Closing Statement in the form of Annex A attached
hereto.

     

    “Commission” means the
United States Securities and Exchange Commission.

     

    “Common Stock” means
the common stock of the Company, par value $0.005 per share, and any other class
of securities into which such securities may hereafter be reclassified or
changed.

     

    “Common Stock
Equivalents” means any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock,
including, without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


    
      
         


      

      
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    “Company Counsel”
means Katten Muchin Rosenman LLP, with offices located at 525 West Monroe
Street, Suite 1900, Chicago, Illinois 60661.

     

    “Conversion Price”
shall have the meaning ascribed to such term in the Certificate of
Designation.

     

    “Disclosure Schedules”
shall have the meaning ascribed to such term in Section 3.1.

     

    “Discussion Time”
shall have the meaning ascribed to such term in Section 3.2(g).

     

    “Effective Date” means
the date that the initial Registration Statement (including the Conversion
Shares Registration Statement as defined in the Certificate of Designation)
filed by the Company pursuant to the Registration Rights Agreement is first
declared effective by the Commission.

     

    “Escrow Agent” means
Signature Bank, a New York State chartered bank and having an office at 261
Madison Avenue, New York, New York 10016.

     

    “Escrow Agreement”
means the escrow agreement entered into on December 15, 2008, by and among the
Company and the Escrow Agent pursuant to which the Purchasers shall deposit
Subscription Amounts with the Escrow Agent to be applied to the transactions
contemplated hereunder.

     

    “Evaluation Date”
shall have the meaning ascribed to such term in Section 3.1(r).

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


    
      
         


      

      
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    “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees,
consultants, officers or directors of the Company pursuant to any stock
incentive plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of
non-employee directors established for such purpose (provided, however, any such
issuance(s) to consultants shall not exceed an aggregate of 750,000 shares of
Common Stock or options (subject to forward and reverse stock splits, stock
dividends and the like that occur after the Original Issue Date) in any 12 month
period), (b) securities upon the exercise or exchange of or conversion of any
securities issued pursuant to the Purchase Agreements and/or other securities
exercisable or exchangeable for or convertible into shares of Common Stock
issued and outstanding on the date of this Agreement, provided that such
securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price or conversion
price of any such securities other than increases in the number of securities or
decreases in exercise price or conversion price resulting from anti-dilution or
similar provisions contained in the terms and conditions of such securities on
the date hereof, (c) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the
Company, provided that any such issuance shall only be to a Person (or to the
equityholders of a Person) which is, itself or through its subsidiaries, an
operating company in a business synergistic with the business of the Company or
a seller of assets and shall provide to the Company additional benefits in
addition to the investment of funds, but shall not include a transaction in
which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities, and
(d) up to an amount of Preferred Stock and Warrants equal to the difference
between $13,000,000 and the aggregate Subscription Amounts under the Purchase
Agreements, on  the same terms and conditions and prices as hereunder,
with investors executing definitive agreements for the purchase of such
securities and such transactions having closed on or before March 15, 2009 or
such other date as may be agreed upon, in writing, by the Company and the
Placement Agent (provided, however, clause (d) of this definition of “Exempt
Issuance” shall not apply to Section 3(b) of the Warrant or Section 7(b) of the
Certificate of Designation).

    


    “FDA” means the U.S.
Food and Drug Administration.

     

    “FDCA” shall have the
meaning ascribed to such term in Section 3.1(kk).

     

    “FWS” means Feldman
Weinstein & Smith LLP with offices located at 420 Lexington Avenue, Suite
2620, New York, New York 10170-0002.

    


    “GAAP” means United
States generally accepted accounting principles.

    


    “Indebtedness” means
(x) any liabilities for borrowed money in excess of $100,000 (other than trade
accounts payable and operating leases incurred in the ordinary course of
business), (y) all guaranties, endorsements and other contingent obligations in
respect of indebtedness of others, whether or not the same are or should be
reflected in the Company’s balance sheet (or the notes thereto), except
guaranties by endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business; and (z) the present
value of any lease payments in excess of $100,000 due under leases required to
be capitalized in accordance with GAAP.

    


    “Intellectual Property
Rights” shall have the meaning ascribed to such term in Section
3.1(o).

    


     “Knowledge of the
Company” means the actual knowledge that was, or would reasonably be
expected to be, obtained after due inquiry of all the officers and directors of
the Company.

    


    “Legend Removal Date”
shall have the meaning ascribed to such term in Section 4.1(c).


    
      
         


      

      
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    “Liens” means a lien,
charge, security interest, encumbrance, right of first refusal, preemptive right
or any other restriction that has the practical effect of creating any of the
foregoing.

    


    “Material Adverse
Effect” shall have the meaning assigned to such term in Section
3.1(b).

    


    “Material Permits”
shall have the meaning ascribed to such term in Section 3.1(m).

    


    “Maximum Rate” shall
have the meaning ascribed to such term in Section 5.17.

    


    “Participation
Maximum” shall have the meaning ascribed to such term in Section
4.12(a).

    


    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

    


    “Pharmaceutical
Product” shall have the meaning ascribed to such term in Section
3.1(kk).

     

    “Placement Agent”
means Garden State Securities, Inc.

    


    “Preferred Stock”
means up to 1,300 shares of the Company’s Series D Convertible Preferred Stock
issued hereunder having the rights, preferences and privileges set forth in the
Certificate of Designation, in the form of Exhibit A hereto,
including an initial Conversion Price equal to $1.85, subject to adjustment
therein.

    


    “Pre-Notice” shall
have the meaning ascribed to such term in Section 4.12(b).

    


     “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an informal investigation or partial proceeding, such as a deposition), whether
commenced or threatened.

    


    “Public Information
Failure” shall have the meaning ascribed to such term in Section
4.3(b).

     

    “Public Information Failure
Payments” shall have the meaning ascribed to such term in Section
4.3(b).

     

    “Purchase Agreements”
means this Agreement together with the other Purchase Agreements, substantially
identical to this Agreement, by and between the Company and each purchaser
identified on the signature pages thereto and entered into at any time on or
before March 15, 2009 or such other date as may be agreed upon, in writing, by
the Company and the Placement Agent.


    
      
         


      

      
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     “Purchaser Party”
shall have the meaning ascribed to such term in Section 4.10.

    


    “Registration Rights
Agreement” means the Registration Rights Agreements, dated the date
hereof, among the Company and the Purchasers, in the form of Exhibit B attached
hereto.

    


    “Registration
Statement” means a registration statement meeting the requirements set
forth in the Registration Rights Agreement and covering the resale of the
Underlying Shares as provided for in the Registration Rights
Agreement.

    


    “Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).

     

    “Required Minimum”
means, as of any date, the maximum aggregate number of shares of Common Stock
then issued or issuable, other than in connection with an unmatured Dilutive
Issuance, in the future pursuant to the Transaction Documents, including any
Underlying Shares issuable upon exercise in full of all outstanding Warrants or
conversion in full of all outstanding shares of Preferred Stock, ignoring any
conversion or exercise limits set forth therein, and assuming that any
previously unconverted shares of Preferred Stock are held until the third
anniversary of the Closing Date.

     

    “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

    


    “SEC Reports” shall
have the meaning ascribed to such term in Section 3.1(h).

    


    “Securities” means the
Preferred Stock, the Warrants, the Warrant Shares and the Underlying
Shares.

    


    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

    


    “Series B Preferred”
means the Series B Convertible Preferred Stock, par value $0.005 per share, of
the Company.

    


    “Stockholder Approval”
means such approval as may be required by the applicable rules and regulations
of the Nasdaq Stock Market (or any successor entity) from the stockholders of
the Company with respect to the transactions contemplated by the Transaction
Documents, including the issuance of all of the Underlying Shares in excess of
19.99% of the issued and outstanding Common Stock on the Closing
Date.


    
      
         


      

      
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    “Short Sales” means
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange
Act (but shall not be deemed to include the location and/or reservation of
borrowable shares of Common Stock).

    


    “Stated Value” means
$10,000 per share of Preferred Stock.

    


    “Subscription Amount”
shall mean, as to each Purchaser, the aggregate amount to be paid for the
Preferred Stock purchased hereunder as specified below such Purchaser’s name on
the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available
funds.

    


    “Subsequent Financing”
shall have the meaning ascribed to such term in Section 4.12(a).

    


    “Subsequent Financing
Notice” shall have the meaning ascribed to such term in Section
4.12(b).

    


    “Subsidiary” means any
direct or indirect subsidiary of the Company formed or acquired after the date
hereof.

    


    “Trading Day” means a
day on which the principal Trading Market is open for trading.

    


    “Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or
quoted for trading on the date in question: NYSE Alternext US, the Nasdaq
Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of
the foregoing).

    


    “Transaction
Documents” means this Agreement, the Certificate of Designation, the
Warrants, the Registration Rights Agreement, the Escrow Agreement, the Voting
Agreement, all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated
hereunder.

    


    “Transfer Agent” means
Continental Stock Transfer & Trust Company, the current transfer agent of
the Company, with a mailing address of 17 Battery Place, New York, New York
10004, and a facsimile number of (212) 509-5150, and any successor transfer
agent of the Company.

    


    “Underlying Shares”
means the shares of Common Stock issued and issuable upon conversion or
redemption of the Preferred Stock and upon exercise of the
Warrants.

    


    “Variable Rate
Transaction” shall have the meaning ascribed to such term in Section
4.13(b).


    
      
         


      

      
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    “Voting Agreements” means each of the
written agreements, in the form of Exhibit E attached
hereto, between the Company and each of (a) The Cleveland Clinic Foundation, (b)
Sunrise Equity Partners, LP, (c) Sunrise Securities Corp. and (d) all of the
executive officers and directors of the Company, which shall be as set forth on
Schedule
2.2(a)(vi) attached hereto, to
vote all Common Stock over which such Persons have voting control as of the
record date for the meeting of stockholders of the Company in favor of
Stockholder Approval and Authorized Share Approval; provided, however, the Company
shall not be required to obtain the Voting Agreements for the initial Closing
from Sunrise Equity Partners, LP, or Sunrise Securities Corp. if the
aggregate Subscription Amounts for the initial Closing are less than
$2,000,000.

     

    “VWAP” means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed or quoted on a Trading Market, the daily
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed
or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)); (b)  if the Common
Stock is not then listed or quoted for trading on the OTC Bulletin Board and if
prices for the Common Stock are then reported in the “Pink Sheets” published by
Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent bid price per share of the
Common Stock so reported; or (c) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in
good faith by the Purchasers of a majority in interest of the Securities then
outstanding and reasonably acceptable to the Company, the fees and expenses of
which shall be paid by the Company.

     

     “Warrants” means,
collectively, the Common Stock purchase warrants delivered to the Purchasers at
the applicable Closing in accordance with Section 2.2(a) hereof, which Warrants
shall be exercisable immediately and have a term of exercise equal to seven
years, in the form of Exhibit C attached
hereto, with an initial Exercise Price (as defined therein) equal to $2.60, subject to adjustment
therein.

     

    “Warrant Shares” means
the shares of Common Stock issuable upon exercise of the
Warrants.


    
      
         


      

      
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    ARTICLE
II.

    PURCHASE
AND SALE

     

    2.1           Closing.  On
the Closing Date, upon the terms and subject to the conditions set forth herein,
substantially concurrent with the execution and delivery of this Agreement by
the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of $13,000,000 of Stated
Value of shares of Preferred Stock with an aggregate Stated Value for each
Purchaser equal to such Purchaser’s Subscription Amount as set forth on the
signature page hereto executed by such Purchaser, and Warrants as determined
pursuant to Section 2.2(a).  The aggregate number of shares of
Preferred Stock purchased and sold under the Purchase Agreements shall not
exceed 1,300.  Each Purchaser shall deliver to the Company via wire
transfer of immediately available funds equal to its Subscription Amount and the
Company shall deliver to each Purchaser its respective shares of Preferred Stock
and Warrants as determined pursuant to Section 2.2(a), and the Company and each
Purchaser shall deliver the other items set forth in Section 2.2 deliverable at
the Closing.  Upon satisfaction of the covenants and conditions set
forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of FWS or
such other location as the parties shall mutually agree and the Placement Agent
shall deliver to the Escrow Agent the Form of Escrow Release Notice (as defined
in the Escrow Agreement), duly executed.

     

    
      	
               
      

            	
              2.2

            	
              Deliveries.

            


    

     

    (a)          On
or prior to the Closing Date, the Company shall deliver or cause to be delivered
to each Purchaser the following:

     

    
      	
               
      

            	
              (i)

            	
               
      this Agreement duly executed by the
Company;

            


    

     

    (ii)           a
legal opinion of Company Counsel, substantially in the form of Exhibit D attached
hereto;

     

    (iii)          evidence
of the filing and acceptance of the Certificate of Designation from the
Secretary of State of Delaware;

     

    (iv)          a
certificate evidencing a number of shares of Preferred Stock equal to such
Purchaser’s Subscription Amount divided by the Stated Value (the “Shares”), registered
in the name of such Purchaser;

     

    (v)           a
Warrant registered in the name of such Purchaser to purchase up to a number of
shares of Common Stock equal to such Purchaser’s Shares multiplied by the Stated
Value and divided by $1.85, with an exercise price
equal to $2.60, subject
to adjustment therein;

     

    (vi)          the
Voting Agreements; and

     

    (vii)         the
Registration Rights Agreement, duly executed by the Company.

     

    (b)          On
or prior to the Closing Date, each Purchaser shall deliver or cause to be
delivered to the Company the following:

     

    
      	
               
      

            	
              (i)

            	
                this
      Agreement, duly executed by such
Purchaser;

            


    

     

    (ii)           such
Purchaser’s Subscription Amount by wire transfer to the Escrow Agent;
and

     

    (iii)          the
Registration Rights Agreement, duly executed by such Purchaser.


    
      
         


      

      
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    (c)           On
or prior to the Closing Date, unless deferred by the Placement Agent until
another Closing Date, the Company shall deliver or cause to be delivered to the
Placement Agent, the Warrant(s) registered in the name of the Placement Agent or
its assigns or designees, to purchase up to a number of shares of Common Stock
equal to 10% of the aggregate Subscription Amounts, with an exercise price equal
to $2.60, subject to
adjustment therein.

     

    
      	
               
      

            	
              2.3

            	
              Closing
      Conditions.

            


    

     

    (a)           The
obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:

     

     (i)           the
accuracy in all material respects on the Closing Date of the representations and
warranties of the Purchasers contained herein (unless as of a specific date
therein);

     

     (ii)          all
obligations, covenants and agreements of each Purchaser required to be performed
at or prior to the Closing Date shall have been performed; and

     

     (iii)         the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this
Agreement.

     

    (b)           The
respective obligations of the Purchasers hereunder in connection with the
Closing are subject to the following conditions being met:

     

     (i)           the
accuracy in all material respects on the Closing Date of the representations and
warranties of the Company contained herein (unless as of a specific date
therein);

     

     (ii)          all
obligations, covenants and agreements of the Company required to be performed at
or prior to the Closing Date shall have been performed;

     

     (iii)         the
delivery by the Company of the items set forth in Section 2.2(a) of this
Agreement;

     

     (iv)         there
shall have been no Material Adverse Effect with respect to the Company since the
date hereof; and


    
      
         


      

      
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    (v)           from
the date hereof to the Closing Date, trading in the Common Stock shall not have
been suspended by the Commission or the Company’s principal Trading Market
(except for any suspension of trading of limited duration agreed to by the
Company, which suspension shall be terminated prior to the Closing), and, at any
time prior to the Closing Date, trading in securities generally as reported by
Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall
not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been
declared either by the United States or New York State authorities nor shall
there have occurred any material outbreak or escalation of hostilities or other
national or international calamity of such magnitude in its effect on, or any
material adverse change in, any financial market which, in each case, has not
ended or terminated and in the reasonable judgment of each Purchaser, makes it
impracticable or inadvisable to purchase the Securities at the
Closing.

     

    ARTICLE
III.

    REPRESENTATIONS
AND WARRANTIES

     

    3.1           Representations and
Warranties of the Company.  Except as set forth in the
Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof
and shall qualify any representation or otherwise made herein to the extent of
the disclosure contained in the corresponding section of the Disclosure
Schedules, the Company hereby makes the following representations and warranties
to each Purchaser.

     

     (a)           Subsidiaries.  The
Company does not have, nor has it ever had, any direct or indirect
subsidiaries.

     

     (b)           Organization and
Qualification.  The Company is an entity duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  The Company is not in material violation or default of any
of the provisions of its certificate of incorporation, bylaws or other
organizational or charter documents.  The Company is duly qualified to
conduct business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so
qualified or in good standing, as the case may be, could not have or reasonably
be expected to result in: (i) a material adverse effect on the legality,
validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company, or (iii) a material adverse effect on
the Company’s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse
Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such
power and authority or qualification.


    
      
         


      

      
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    (c)           Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder.  The execution and delivery of each of the
Transaction Documents by the Company and the consummation by it of the
transactions thereby have been duly authorized by all necessary action on the
part of the Company and no further such action is required of the Board of
Directors or the Company’s stockholders in connection therewith other than in
connection with the Required Approvals.  Each Transaction Document to
which it is a party has been (or upon delivery will have been) duly executed by
the Company and, when executed and delivered in accordance with the terms hereof
and thereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by general principles of equity and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law and
public policy.

     

    (d)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company, the issuance and sale of the Securities by
the Company and the consummation by the Company of the other transactions
contemplated hereby and thereby do not and will not: (i) conflict with or
violate any provision of the Company’s certificate of incorporation, bylaws or
other organizational or charter documents, or (ii) conflict with, or violate 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 (with or without notice, lapse of time
or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company debt or otherwise) or other understanding to which the
Company is a party or by which any property or asset of the Company is bound or
affected, or result in the creation of any Lien upon any of the properties or
assets of the Company, or (iii) subject to the Required Approvals, conflict with
or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company is bound or
affected; except in the case of each of clauses (ii) and (iii), such as would
not have or reasonably be expected to result in a Material Adverse
Effect.

     

    (e)           Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, other than
(i) filings required pursuant to Section 4.6 of this Agreement, (ii) the filing
with the Commission of the Registration Rights Agreement, (iii) the notice
and/or application(s) to each applicable Trading Market for the issuance and
sale of the Securities and the listing of the Underlying Shares for trading
thereon in the time and manner required thereby, (iv) the filing of Form D with
the Commission and such filings as are required to be made under applicable
state securities laws and (v) Stockholder Approval, Authorized Share Approval
and filings and notices in connection therewith (collectively, the “Required
Approvals”).


    
      
         


      

      
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    (f)           Issuance of the
Securities.  The Securities are duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of
all Liens imposed by the Company other than restrictions on transfer provided
for in the Transaction Documents.  The Underlying Shares, when issued
in accordance with the terms of the Transaction Documents, will be validly
issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided for in the Transaction
Documents.  Subject to the Authorized Share Approval, the Company will
reserve from its duly authorized capital stock a number of shares of Common
Stock for issuance of the Underlying Shares at least equal to the Required
Minimum on the date hereof.

     

    (g)           Capitalization.  The
capitalization of the Company is as set forth on Schedule 3.1(g),
which Schedule
3.1(g) shall also include the number of shares of Common Stock, to the
Knowledge of the Company, owned beneficially, and of record, by Affiliates of
the Company as of the date hereof. The Company has not issued any capital stock
since its most recently filed periodic report under the Exchange Act, other than
pursuant to the exercise of employee stock options under the Company’s stock
incentive plans, the issuance of shares of Common Stock to employees and other
eligible recipients pursuant to the Company’s stock incentive plans and pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of
the date of the most recently filed periodic report under the Exchange
Act.  No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents.  Except as a result of the
purchase and sale of the Securities or as set forth on Schedule 3.1(g),
there are no outstanding options, warrants, scrip rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire, any shares of Common Stock, or
contracts, commitments, understandings or arrangements by which the Company is
or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents.  Except as set forth on Schedule 3.1(g), the
issuance and sale of the Securities will not obligate the Company to issue
shares of Common Stock or other securities to any Person (other than the
Purchasers) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under any of such
securities. All of the outstanding shares of capital stock of the Company are
validly issued, fully paid and nonassessable, have been issued in compliance
with all applicable federal and state securities laws (including registration
requirements (or exemptions therefrom)), and none of such outstanding shares was
issued in violation of any preemptive rights or similar rights to subscribe for
or purchase securities.  Except as set forth on Schedule 3.1(g), no
further approval or authorization of any stockholder, the Board of Directors or
others is required for the issuance and sale of the
Securities.  Except as set forth on Schedule 3.1(g),
there are no stockholders agreements, voting agreements or other similar
agreements in effect with respect to the Company’s capital stock to which the
Company is a party or, to the Knowledge of the Company, between or among any of
the Company’s stockholders.


    
      
         


      

      
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    (h)           SEC Reports; Financial
Statements.  The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the
“SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such
extension.  As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the
Exchange Act, as applicable, and none of the SEC Reports, when filed (or, if
amended thereafter, as so amended), contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.  The Company
has never been an issuer subject to Rule 144(i) under the Securities Act. The
financial statements of the Company included in the SEC Reports complied in all
material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of
filing.  Such financial statements have been prepared in accordance
with GAAP applied on a consistent basis during the periods involved, except as
may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes
required by GAAP, and fairly present in all material respects the financial
position of the Company as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit
adjustments.

     

    (i)           Material Changes;
Undisclosed Events, Liabilities or Developments. Since the date of the
latest audited financial statements included within the SEC Reports, except as
specifically disclosed in a subsequent SEC Report filed prior to the date
hereof, (i) there has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect, (ii)
the Company has not incurred any liabilities (contingent or otherwise) other
than (A) trade payables and accrued expenses incurred in the ordinary course of
business consistent with past practice and (B) liabilities not required to be
reflected in the Company’s financial statements pursuant to GAAP or disclosed in
filings made with the Commission, (iii) the Company has not altered its method
of accounting, (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer,
director or Affiliate, except pursuant to existing Company stock incentive
plans.  The Company does not have pending before the Commission any
request for confidential treatment of information.  Except for the
issuance of the Securities contemplated by this Agreement or as set forth on
Schedule
3.1(i), no event, liability or development has occurred or exists with
respect to the Company or its respective business, properties, operations or
financial condition, that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the
date that this representation is made.


    
      
         


      

      
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    (j)           Litigation.  There
is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the Knowledge of the Company, threatened against or, to the
actual knowledge of the Company, affecting the Company or any of its properties
before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) (collectively,
an “Action”)
which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii)
could, if there were an unfavorable decision, reasonably be expected to have or
reasonably be expected to result in a Material Adverse
Effect.  Neither the Company nor, to the Knowledge of the Company, any
director or officer thereof in their capacity as such, is or has been the
subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary
duty.  There has not been, and to the Knowledge of the Company, there
is not pending or contemplated, any investigation by the Commission involving
the Company or any current or former director or officer of the Company in their
capacity as such.  The Commission has not issued any stop order or
other order suspending the effectiveness of any registration statement filed by
the Company under the Exchange Act or the Securities Act.

     

    (k)           Labor
Relations.  No material labor dispute exists or, to the
Knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse
Effect.  None of the Company’s employees is a member of a union that
relates to such employee’s relationship with the Company, and the Company is not
a party to a collective bargaining agreement and the Company believes its
relationship with its employees is good. No executive officer, to the Knowledge
of the Company, is, or is now expected to be, in violation of any material term
of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or
agreement or any restrictive covenant in favor of any third party, and to the
Knowledge of the Company, the continued employment of each such executive
officer does not subject the Company to any liability with respect to any of the
foregoing matters, except in each case as would not reasonably be expected to
have a Material Adverse Effect.  The Company is in compliance with all
U.S. federal, state, local and foreign laws and regulations relating to
employment and employment practices, terms and conditions of employment and
wages and hours, except where the failure to be in compliance would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     

    (l)           Compliance.  The
Company (i) is not in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
would result in a default by the Company), nor has the Company received notice
of a claim that it is in default under or that it is in violation of, any
indenture, loan or credit agreement or any other agreement or instrument to
which it is a party or by which it or any of its properties is bound (whether or
not such default or violation has been waived), (ii) is not in violation of any
order of any court, arbitrator or governmental body, or (iii) has not been in
violation of any statute, rule or regulation of any governmental authority,
including without limitation all foreign, federal, state and local laws
applicable to its business and all such laws that affect the environment, except
in each case as would not reasonably be expected to result in a Material Adverse
Effect.


    
      
         


      

      
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    (m)           Regulatory
Permits.  The Company possesses all certificates,
authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct their respective businesses
as described in the SEC Reports, except where the failure to possess such
permits would not reasonably be expected to result in a Material Adverse Effect
(“Material
Permits”), and the Company has not received any notice of proceedings
relating to the revocation or modification of any Material Permit, except where
such revocation or modification would not reasonably be expected to have a
Material Adverse Effect.

     

    (n)           Title to
Assets.  The Company has good and marketable title in fee
simple to all real property owned by them and good and marketable title in all
personal property owned by them that is material to the business of the Company,
in each case free and clear of all Liens, except for Permitted Liens, and such
Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property
by the Company.  Any real property and facilities held under lease by
the Company are held by it under valid, subsisting and enforceable leases with
which the Company is in compliance.

     

    (o)           Patents and
Trademarks.  The Company has, or has rights to use, all
patents, patent applications, trademarks, trademark applications, service marks,
trade names, trade secrets, inventions, copyrights, licenses and other
intellectual property rights and similar rights as described in the SEC Reports
necessary or material for use in connection with their respective businesses and
which the failure to so have would reasonably be expected to have a Material
Adverse Effect (collectively, the “Intellectual Property
Rights”).  The Company has not received a notice (written or
otherwise) that any of such Intellectual Property Rights used by the Company
violates or infringes upon the rights of any Person. To the Knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no
existing infringement by another Person of any of the Intellectual Property
Rights.  The Company has taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their intellectual properties,
except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    (p)           Insurance.  The
Company is insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as the Company believes to be prudent
and customary in the businesses in which the Company is engaged, including, but
not limited to, directors and officers insurance coverage at least equal to
$5,000,000 per occurrence. The Company has no reason to believe that it will not
be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be reasonably
necessary to continue its business.

     


    
      
         


      

      
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    (q)           Transactions With Affiliates
and Employees.  Except as set forth in the SEC Reports, none of
the officers or directors of the Company and, to the Knowledge of the Company,
none of the employees of the Company is presently a party to any transaction
with the Company (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
officer, director or employee or, to the Knowledge of the Company, any entity in
which any such officer, director, or any employee has a substantial interest or
is an officer, director, trustee or partner, in each case in excess of $120,000
other than for (i) payment of salary, director compensation, or consulting fees
for services rendered, (ii) reimbursement for expenses incurred for or on behalf
of the Company (including for the costs of director expenses incurred in
connection with attendance at meetings of the Board of Directors, or committees
thereof) and (iii) other employee benefits, including stock option agreements
under any stock incentive plan of the Company.

     

    (r)           Sarbanes-Oxley; Internal
Accounting Controls.  The Company is in material compliance
with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it
as of the Closing Date.  The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such
disclosure controls and procedures to provide reasonable assurance that
information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and
forms.  The Company’s certifying officers have evaluated the
effectiveness of the Company’s disclosure controls and procedures as of the end
of the period covered by the Company’s most recently filed periodic report under
the Exchange Act (such date, the “Evaluation
Date”).  The Company presented in its most recently filed
periodic report under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based
on their evaluations as of the Evaluation Date.  Since the Evaluation
Date, there have been no changes in the Company’s internal control over
financial reporting (as such term is defined in the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.

     

    (s)           Certain
Fees.  Except as set forth on Schedule 3.1(s), no
brokerage or finder’s fees or commissions are or will be payable by the Company
to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents.  The Purchasers shall have
no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section that
may be due in connection with the transactions contemplated by the Transaction
Documents.


    
      
         


      

      
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    (t)           Private Placement.
Assuming the accuracy of the Purchasers’ representations and warranties set
forth in Section 3.2, no registration under the Securities Act is required for
the offer and sale of the Securities by the Company to the Purchasers as
contemplated hereby. Except as set forth on Schedule 3.1(t), the
issuance and sale of the Securities hereunder does not contravene the rules and
regulations of the Trading Market.

     

    (u)           Investment Company.
The Company is not, and is not an Affiliate of, and immediately after receipt of
payment for the Securities, will not be or be an Affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as
amended.  The Company shall conduct its business in a manner so that
it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.

     

    (v)           Registration
Rights.  Other than (i) each of the Purchasers, (ii) any
purchasers under the other Purchaser Agreements or (iii) as set forth on Schedule 3.1(v), no
Person has any right to cause the Company to effect the registration under the
Securities Act of any securities of the Company.

     

    (w)           Listing and Maintenance
Requirements.  The Common Stock is registered pursuant to
Section 12(b) of the Exchange Act, and the Company has taken no action designed
to, or which, to the Knowledge of the Company, is likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act nor has
the Company received any notification that the Commission is contemplating
terminating such registration.  Except as set forth on Schedule 3.1(w), the
Company has not, in the 12 months preceding the date hereof, received notice
from any Trading Market on which the Common Stock is or has been listed or
quoted to the effect that the Company is not in compliance with the listing or
maintenance requirements of such Trading Market. The Company is, and has no
reason to believe that it will not in the foreseeable future continue to be, in
compliance with all such listing and maintenance requirements.

     

    (x)           Application of Takeover
Protections.  The Company and the Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s
certificate of incorporation (or similar charter documents) or the laws of its
state of incorporation that is or could become applicable to the Purchasers as a
result of the Purchasers and the Company fulfilling their obligations or
exercising their rights under the Transaction Documents, including without
limitation as a result of the Company’s issuance of the Securities and the
Purchasers’ ownership of the Securities.


    
      
         


      

      
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    (y)           Disclosure.  Except
with respect to the material terms and conditions of the transactions
contemplated by the Transaction Documents, the Company confirms that neither it
nor any other Person acting on its behalf has provided any of the Purchasers or
their agents or counsel with any information that it believes constitutes, or
could reasonably be deemed to constitute, material, non-public
information.  The Company understands and confirms that the Purchasers
will rely on the foregoing representation in effecting transactions in
securities of the Company.  All of the disclosure furnished by or on
behalf of the Company to the Purchasers regarding the Company, its business and
the transactions contemplated hereby, including (i) this Agreement, (ii) the
Disclosure Schedules to this Agreement, (iii) the other Transaction Documents
and (iv) the SEC Reports filed since December 31, 2007 (which shall be deemed so
furnished by virtue of their having been made available on the Commission’s
Edgar system), is true and correct and does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading.   The press releases disseminated by the
Company during the twelve months preceding the date of this Agreement, together
with the SEC Reports filed by the Company during such period, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made and
when made, not misleading.  The Company acknowledges and agrees that
no Purchaser makes or has made any representations or warranties with respect to
the transactions contemplated hereby other than those specifically set forth in
Section 3.2 hereof.

     

    (z)           No Integrated
Offering. Assuming the accuracy of the Purchasers’ representations and
warranties set forth in Section 3.2, neither the Company, nor any of its
Affiliates acting on behalf of the Company, nor any Person acting on its or
their behalf has, directly or indirectly, except in connection with any other
Purchase Agreements, made any offers or sales of any security or solicited any
offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for
purposes of (i) the Securities Act which would require the registration of any
of the Securities under the Securities Act, or (ii) any applicable stockholder
approval (including the Stockholder Approval and the Authorized Share Approval)
provisions of any Trading Market on which any of the securities of the Company
are listed or designated.

     

    (aa)         Solvency.  Except
as set forth on Schedule 3.1(aa),
based on the consolidated financial condition of the Company as of the Closing
Date, after giving effect to the receipt by the Company of the proceeds from the
sale of the Securities hereunder: (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of
the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute
unreasonably small capital to carry on its business as now conducted and as
proposed to be conducted including its capital needs taking into account the
particular capital requirements of the business conducted by the Company, and
projected capital requirements and capital availability thereof, and (iii) the
current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all
anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be
paid.  The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of
cash to be payable on or in respect of its debt).  The Company has no
knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date.  Schedule 3.1(aa) sets
forth as of the date hereof all outstanding secured and unsecured Indebtedness
of the Company, or for which the Company has commitments. The Company is not in
default with respect to any Indebtedness.


    
      
         


      

      
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    (bb)        Tax
Status.  Except for matters that would not, individually or in
the aggregate, have or reasonably be expected to result in a Material Adverse
Effect, the Company has filed all necessary federal, state and foreign income
and franchise tax returns and has paid or accrued all taxes shown as due
thereon, and, to the Knowledge of the Company, has no knowledge of a tax
deficiency which has been asserted or threatened against the
Company.

     

    (cc)         No General
Solicitation.  Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the Securities by any form of
general solicitation or general advertising.  The Company has sold or
agreed to sell the Securities for sale only to the Purchasers and certain other
“accredited investors” within the meaning of Rule 501 under the Securities
Act.

     

    (dd)        Foreign Corrupt
Practices.  Neither the Company, nor, to the Knowledge of the
Company, any agent or other person acting on behalf of the Company, has: (i)
directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is  in violation of law or (iv)
violated in any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.

     

    (ee)         Accountants.  The
Company’s accounting firm is set forth on Schedule 3.1(ee) of
the Disclosure Schedules.  To the Knowledge of the Company, such
accounting firm: (i) is a registered public accounting firm as required by the
Exchange Act and (ii) shall express its opinion with respect to the financial
statements to be included in the Company’s annual report on Form 10-K for the
year ended December 31, 2008.

     

    (ff)           Seniority.  As
of the Closing Date, except as set forth on Schedule
3.1(ff), as of
the Closing Date, no Indebtedness or other claim against the Company is senior
to the Preferred Stock in right of payment, whether with respect to interest or
upon liquidation or dissolution, or otherwise, other than indebtedness secured
by purchase money security interests (which is senior only as to underlying
assets covered thereby) and capital lease obligations (which is senior only as
to the property covered thereby).


    
      
         


      

      
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    (gg)        No Disagreements with
Accountants and Lawyers.  There are no material disagreements
presently existing, or reasonably anticipated by the Company to arise, between
the Company and the accountants employed by the Company with respect to the
Company’s financial statements and notes thereto, or other disclosures contained
in the SEC Reports and the Company is current with respect to any fees owed to
its accountants which could affect the Company’s ability to perform any of its
obligations under any of the Transaction Documents.  No lawyer who
formerly represented or presently represents the Company has reported, or is
currently obligated to report, evidence of a material violation of the
Securities Act, the Exchange Act or any federal or state securities laws, breach
of fiduciary duty or similar violation by the Company or any of its officers,
directors, employees or agents to the Board of Directors or any committee
thereof, pursuant to Section 307 of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations thereunder.

     

    (hh)        Acknowledgment Regarding
Purchasers’ Purchase of Securities.  The Company acknowledges
and agrees that each of the Purchasers is acting solely in the capacity of an
arm’s length purchaser with respect to the Transaction Documents and the
transactions contemplated thereby.  The Company further acknowledges
that no Purchaser is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the
transactions contemplated thereby and any advice given by any Purchaser or any
of their respective representatives or agents in connection with the Transaction
Documents and the transactions contemplated thereby is merely incidental to the
Purchasers’ purchase of the Securities.  The Company further
represents to each Purchaser that the Company’s decision to enter into this
Agreement and the other Transaction Documents has been based solely on the
independent evaluation of the transactions contemplated hereby by the Company
and its advisors and representatives.

     

    (ii)           Acknowledgment Regarding
Purchasers’ Trading Activity.  Notwithstanding anything in this
Agreement or elsewhere herein to the contrary (except for Sections 3.2(g) and
4.15 hereof), it is understood and acknowledged by the Company that: (i) none of
the Purchasers has been asked to agree by the Company, nor has any Purchaser
agreed, to desist from purchasing or selling, long and/or short, securities of
the Company, or “derivative” securities based on securities issued by the
Company or to hold the Securities for any specified term, in accordance with
applicable law, (ii) past or future open market or other transactions by any
Purchaser, specifically including, without limitation, Short Sales or
“derivative” transactions, before or after the closing of this or future private
placement transactions, may negatively impact the market price of the Company’s
publicly-traded securities, (iii) any Purchaser, and counter-parties in
“derivative” transactions to which any such Purchaser is a party, directly or
indirectly, may presently have a “short” position in the Common Stock and (iv)
each Purchaser shall not be deemed to have any affiliation with or control over
any arm’s length counter-party in any “derivative” transaction, so long as such
Purchaser has no arrangement or understanding with such counterparty providing
such Purchaser with affiliation or control.  The Company further
understands and acknowledges that (y) one or more Purchasers may engage in
hedging activities at various times during the period that the Securities are
outstanding, including, without limitation, during the periods that the value of
the Underlying Shares deliverable with respect to Securities are being
determined, and (z) such hedging activities (if any) could reduce the value of
the existing stockholders’ equity interests in the Company at and after the time
that the hedging activities are being conducted.  The Company acknowledges
that, subject to Sections 3.2(g) and 4.15 hereof, such aforementioned hedging
activities do not constitute a breach of any of the Transaction
Documents.


    
      
         


      

      
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    (jj)           Regulation M
Compliance.  The Company has not, and to the Knowledge of the
Company, no one acting on its behalf has, during the two years preceding the
date hereof, (i) taken, directly or indirectly, any action designed to cause or
to result in the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of any of the Securities, (ii)
sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any
compensation for soliciting another to purchase any other securities of the
Company, other than, in the case of clauses (ii) and (iii), compensation paid to
the Company’s placement agents in connection with the placements of the
Securities.

     

    (kk)         FDA.  As to
each product subject to the jurisdiction of the FDA under the Federal Food, Drug
and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is
manufactured, packaged, labeled, tested, distributed, sold, and/or marketed, as
applicable, by the Company (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged,
labeled, tested, distributed, sold and/or marketed by the Company in compliance
with all applicable requirements under FDCA and similar laws, rules and
regulations relating to registration, investigational use, premarket clearance,
licensure, or application approval, good manufacturing practices, good
laboratory practices, good clinical practices, product listing, quotas,
labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse
Effect.  There is no pending, completed or, to the Knowledge of the
Company, threatened action (including any lawsuit, arbitration, or legal or
administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company, and the Company has not received any notice, warning letter
or other communication from the FDA or any other governmental entity, which (i)
contests the premarket clearance, licensure, registration, or approval of, the
uses of, the distribution of, the manufacturing or packaging of, the testing of,
the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii)
withdraws its approval of, requests the recall, suspension, or seizure of, or
withdraws or orders the withdrawal of advertising or sales promotional materials
relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any
clinical investigation by the Company, (iv) enjoins production at any facility
of the Company, (v) enters or proposes to enter into a consent decree of
permanent injunction with the Company, or (vi) otherwise alleges any violation
of any laws, rules or regulations by the Company, and which in each such case,
either individually or in the aggregate, would have a Material Adverse
Effect.  The properties, business and operations of the Company have
been and are being conducted in all material respects in accordance with all
applicable laws, rules and regulations of the FDA.  The Company has not
been informed by the FDA that the FDA will prohibit the marketing, sale, license
or use in the United States of any product proposed to be developed, produced or
marketed by the Company nor has the FDA expressed any concern as to approving or
clearing for marketing any product being developed or proposed to be developed
by the Company.


    
      
         


      

      
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    (ll)           Stock Incentive
Plans. To the Knowledge of the Company, each stock option granted by the
Company under the Company’s stock incentive plans was granted (i) in accordance
with the terms of the applicable stock incentive plan and (ii) with an exercise
price at least equal to the fair market value of the Common Stock on the date
such stock option would be considered granted under GAAP and applicable law. To
the Knowledge of the Company, no stock incentive granted under the Company’s
stock incentive plan has been backdated.  The Company has not
knowingly granted, and there is no and has been no Company policy or practice to
knowingly grant, stock incentives prior to, or otherwise knowingly coordinate
the grant of stock incentives with, the release or other public announcement of
material information regarding the Company or its financial results or
prospects.

     

    3.2         Representations and
Warranties of the Purchasers.  Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and
as of the Closing Date to the Company as follows (unless as of a specific date
therein):

     

    (a)           Organization;
Authority.  Such Purchaser is either an individual or an entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with full right, corporate or partnership power
and authority to enter into and to consummate the transactions contemplated by
the Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the
Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser.  Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such
Purchaser in accordance with the terms hereof, will constitute the valid and
legally binding obligation of such Purchaser, enforceable against it in
accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to general principles of equity and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law and public
policy.


    
      
         


      

      
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    (b)           No Conflicts. The
execution, delivery and performance of the Transaction Documents to which it is
a party by such Purchaser and the consummation by such Purchaser of the
transactions contemplated thereby do not and will not: (i) conflict with or
violate, if such Purchaser is an entity, any provision of the Purchaser’s
certificate or articles of incorporation, bylaws or other organizational or
charter documents, (ii) violate, or constitute a default (or an event which 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 (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt
or other instrument to which such Purchaser is a party or (iii) result in a
violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which such Purchaser
is subject (including federal and state securities laws and regulations), or by
which any property or asset of such Purchaser is bound or affected; except in
the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights
or violations which would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the transactions contemplated
hereby or in the other Transaction Documents or the authority or ability of
such Purchaser to perform its obligations under the Transaction
Documents.

    


    (c)           Own
Account.  Such Purchaser understands that the Securities are
“restricted securities” and have not been registered under the Securities Act or
any applicable state securities law and is acquiring the Securities as principal
for its own account and not with a view to or for distributing or reselling such
Securities or any part thereof in violation of the Securities Act or any
applicable state securities law, has no present intention of distributing any of
such Securities in violation of the Securities Act or any applicable state
securities law and has no direct or indirect arrangement or understandings with
any other persons to distribute or regarding the distribution of such Securities
(this representation and warranty not limiting such Purchaser’s right to sell
the Securities pursuant to the Registration Statement or otherwise in compliance
with applicable federal and state securities laws) in violation of the
Securities Act or any applicable state securities law.  Such Purchaser
is acquiring the Securities hereunder in the ordinary course of its
business.

     

     (d)          Purchaser
Status.  At the time such Purchaser was offered the Securities,
it was, as of the date hereof it is, as of the Closing Date it will be,and on
each date on which it exercises any Warrants or converts any shares of Preferred
Stock, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act.  Such Purchaser is
not required to be registered as a broker-dealer under Section 15 of the
Exchange Act.

     

    (e)           Experience of Such
Purchaser.  Such Purchaser, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Securities, and has so evaluated the merits
and risks of such investment.  Such Purchaser is able to bear the
economic risk of an investment in the Securities and, at the present time, is
able to afford a complete loss of such investment. Such Purchaser and its
advisors, if any, have been furnished with all materials relating to the
business, finances and operations of the Company and materials relating to the
offer and sale of the Securities that have been requested by such
Purchaser.  Such Purchaser and its advisors, if any, have been
afforded the opportunity to ask questions of the Company.


    
      
         


      

      
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      (f)           General
Solicitation.  Such Purchaser is not purchasing the Securities
as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media
or broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement.

    

     

    (g)           Short Sales and
Confidentiality Prior To The Date Hereof.  Other than
consummating the transactions contemplated hereunder, such Purchaser has not
directly or indirectly, nor has any Person acting on behalf of or pursuant to
any understanding with such Purchaser, executed any purchases or sales,
including Short Sales, of the securities of the Company during the period
commencing from the time that such Purchaser first received a summary of terms
(written or oral) from the Company or any other Person representing the Company
setting forth the material terms of the transactions contemplated hereunder
until the date hereof (the “Discussion
Time”).  Notwithstanding the foregoing, in the case of a
Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the
representation set forth above shall only apply with respect to the portion of
assets managed by the portfolio manager that made the investment decision to
purchase the Securities covered by this Agreement.  Other than to
other Persons party to this Agreement, such Purchaser has maintained the
confidentiality of all disclosures made to it in connection with this
transaction (including the existence and terms of this transaction).
Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein
shall constitute a representation or warranty, or preclude any actions, with
respect to the identification of the availability of, or securing of, available
shares to borrow in order to effect Short Sales or similar transactions in the
future.

    


    (h)           Disclosure.  Such
Purchaser acknowledges and agrees that the Company is not making any and has not
made any representation or warranty with respect to the transactions
contemplated hereby other than those set forth in Section 3.1
hereof.

     

    ARTICLE
IV.

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1          Transfer
Restrictions.

     

     (a)           The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of Securities other
than pursuant to an effective registration statement or Rule 144, to the Company
or to an Affiliate of a Purchaser or in connection with a pledge as contemplated
in Section 4.1(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities
Act.  As a condition of transfer, any such transferee shall agree in
writing to be bound by the terms of this Agreement and the Registration Rights
Agreement and shall have the rights and obligations of a Purchaser under this
Agreement and the Registration Rights Agreement.


    
      
         


      

      
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    (b)           The
Purchasers agree to the imprinting, so long as is required by this Section 4.1,
of a legend on any of the Securities in substantially the following form (and
the placement of a stop transfer order against transfer of the Securities
consistent therewith):

     

     [NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE]
[CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE
UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

     

    The
Company acknowledges and agrees that a Purchaser may from time to time pledge
pursuant to a bona fide margin agreement with a registered broker-dealer or
grant a security interest in some or all of the Securities to a financial
institution that is an “accredited investor” as defined in Rule 501(a) under the
Securities Act and who agrees to be bound by the provisions of this Agreement
and the Registration Rights Agreement and, if required under the terms of such
arrangement, such Purchaser may transfer pledged or secured Securities to the
pledgees or secured parties.  Such a pledge or transfer would not be
subject to approval of the Company and no legal opinion of legal counsel of the
pledgee, secured party or pledgor shall be required in connection
therewith.  Further, no notice shall be required of such
pledge.  At the appropriate Purchaser’s expense, the Company will
execute and deliver such reasonable documentation as a pledgee or secured party
of Securities may reasonably request in connection with a pledge or transfer of
the Securities, including, if the Securities are subject to registration
pursuant to the Registration Rights Agreement, the preparation and filing of any
required prospectus supplement under Rule 424(b)(3) under the Securities Act or
other applicable provision of the Securities Act to appropriately amend the list
of Selling Stockholders (as defined in the Registration Rights Agreement)
thereunder.


    
      
         


      

      
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    (c)           Certificates
evidencing the Underlying Shares shall not contain any legend (including the
legend set forth in Section 4.1(b) hereof): (i) while a registration statement
(including the Registration Statement) covering the resale of such Underlying
Shares is effective under the Securities Act, (ii) following any sale of such
Underlying Shares pursuant to Rule 144, as certified to the Company in customary
certificates with respect thereto, executed by the seller of such Underlying
Shares and (to the extent applicable) the seller’s broker with respect thereto,
or (iii) if such Underlying Shares are held by a Person that is not an
Affiliate, as certified in writing by such Person to the Company, and are
eligible for sale under Rule 144, without the requirement for the Company to be
in compliance with the current public information required under Rule 144 as to
such Underlying Shares and without volume or manner-of-sale restrictions or (iv)
if such legend is expressly permitted to be removed under applicable
requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission). The Company shall cause
its counsel to issue a legal opinion to the Transfer Agent promptly after the
Effective Date if required by the Transfer Agent to effect the removal of the
legend hereunder. If all or any shares of Preferred Stock are converted or any
portion of a Warrant is exercised at a time when there is an effective
registration statement to cover the resale of the Underlying Shares, or if such
Underlying Shares may be sold under Rule 144, without the requirement for the
Company to be in compliance with the current public information required under
Rule 144 as to such Underlying Shares and without volume or manner-of-sale
restrictions or if such legend is expressly permitted to be removed under
applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission) then
such Underlying Shares shall be issued free of all legends.  The
Company agrees that following the Effective Date or at such time as such legend
is no longer required under this Section 4.1(c), it will, no later than three
Trading Days following the delivery by a Purchaser to the Company or the
Transfer Agent of a certificate representing Underlying Shares, as applicable,
issued with a restrictive legend (such third Trading Day, the “Legend Removal
Date”), deliver or cause to be delivered to such Purchaser a certificate
representing such shares that is free from all restrictive and other
legends.  The Company may not make any notation on its records or give
instructions to the Transfer Agent that enlarge the restrictions on transfer set
forth in this Section 4.  Certificates for Underlying Shares subject
to legend removal hereunder shall be transmitted by the Transfer Agent to the
Purchaser by crediting the account of the Purchaser’s prime broker with the
Depository Trust Company System as directed by such Purchaser.


    
      
         


      

      
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     (d)           In
addition to such Purchaser’s other available remedies, the Company shall pay to
a Purchaser, in cash, as partial liquidated damages and not as a penalty, for
each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the
date such Securities are submitted to the Transfer Agent) delivered for removal
of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day
(increasing to $20 per Trading Day five (5) Trading Days after such damages have
begun to accrue) for each Trading Day after the second Trading Day after the
Legend Removal Date until such certificate is delivered without a
legend.  Nothing herein shall limit such Purchaser’s right to pursue
actual damages for the Company’s failure to deliver certificates representing
any Securities as required by the Transaction Documents, and such Purchaser
shall have the right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief.

     

     (e)           Each
Purchaser, severally and not jointly with the other Purchasers,
agrees  with the Company that such Purchaser will sell any Securities
pursuant to either the registration requirements of the Securities Act,
including any applicable prospectus delivery requirements, or an exemption
therefrom, and that if Securities are sold pursuant to a Registration Statement,
they will be sold in compliance with the plan of distribution set forth therein,
and acknowledges that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 4.1 is predicated upon the
Company’s reliance upon this understanding.

     

    4.2          Acknowledgment of
Dilution.  The Company acknowledges that the issuance of the
Securities may result in dilution of the outstanding shares of Common Stock,
which dilution may be substantial under certain market
conditions.  The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation
to issue the Underlying Shares pursuant to the Transaction Documents, are
unconditional and absolute and not subject to any right of set off,
counterclaim, delay or reduction, regardless of the effect of any such dilution
or any claim the Company may have against any Purchaser and regardless of the
dilutive effect that such issuance may have on the ownership of the other
stockholders of the Company.

     

    4.3          Furnishing of Information;
Public Information.

     

    (a)           Until
the time that no Purchaser owns Preferred Stock and Warrants, the Company
covenants to maintain the registration of the Common Stock under Section 12(b)
or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to the Exchange Act other
than filings, the failure of which would not impact the eligibility of the
Company with respect to the use of Form S-3 or Rule
144.    As long as any Purchaser owns Securities, if the
Company is not required to file reports pursuant to the Exchange Act, it will
prepare and furnish to the Purchasers and make publicly available in accordance
with Rule 144(c) such information as is required for the Purchasers to sell the
Securities under Rule 144.  The Company further covenants that it will
take such further action as any holder of Securities may reasonably request, to
the extent required from time to time to enable such Person to sell such
Securities without registration under the Securities Act within the requirements
of the exemption provided by Rule 144.


    
      
         


      

      
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     (b)           At
any time during the period commencing from the six (6) month anniversary of the
date hereof and ending at such time that all of the Securities may be sold
without the requirement for the Company to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144, assuming
the Warrants are exercised by way of a cashless exercise and none of the
Securities are (or were at any time) held by an Affiliate of the Company, if the
Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information
Failure”) then, in addition to such Purchaser’s other available remedies,
the Company shall pay to a Purchaser, in cash, as partial liquidated damages and
not as a penalty, by reason of any such delay in or reduction of its ability to
sell the Securities, an amount in cash equal to one and one half percent (1.5%)
of the aggregate Subscription Amount of such Purchaser’s Securities on the day
of a Public Information Failure and on every thirtieth (30th) day
(pro rated for periods totaling less than thirty days) thereafter until the
earlier of (a) the date such Public Information Failure is cured and (b) such
time that such public information is no longer required  for the Purchasers
to transfer the Underlying Shares pursuant to Rule 144.  The payments to
which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred
to herein as “Public
Information Failure Payments.”  Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such
Public Information Failure Payments are incurred
and (ii) the third (3rd)
Business Day after the event or failure giving rise to the Public Information
Failure Payments is
cured.  In the event the Company fails to make Public Information
Failure Payments in
a timely manner, such Public Information Failure Payments shall bear
interest at the rate of 1.5% per month (prorated for partial months) until paid
in full. Nothing herein shall limit such Purchaser’s right to pursue actual
damages for the Public Information Failure, and such Purchaser shall have the
right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive
relief.

     

    4.4           Integration.  The
Company shall not sell, offer for sale or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that would be integrated with the offer or sale of the Securities to the
Purchasers in a manner that would require the registration under the Securities
Act of the sale of the Securities to the Purchasers or, except in connection
with any other Purchase Agreements, that would be integrated with the offer or
sale of the Securities for purposes of the rules and regulations, including, but
not limited to, the stockholder approval requirements, of any Trading
Market.

     

    4.5           Conversion and Exercise
Procedures.  Each of the form of Notice of Exercise included in
the Warrants and the form of Notice of Conversion included in the Certificate of
Designation set forth the totality of the information required to be provided by
the Purchasers in order to exercise the Warrants or convert the Preferred
Stock.  No additional legal opinion, other information or instructions
shall be required of the Purchasers to exercise their Warrants or convert their
Preferred Stock.  The Company shall honor exercises of the Warrants
and conversions of the Preferred Stock and shall deliver Underlying Shares in
accordance with the terms, conditions and time periods set forth in the
Transaction Documents.


    
      
         


      

      
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    4.6           Securities Laws Disclosure;
Publicity.  The Company shall (a)  by 8:30 a.m. (New
York City time) on the Trading Day immediately following the date hereof, issue
a press release disclosing the material terms of each of the Transaction
Documents contemplated hereby, which shall be in compliance with Rule 135(c) and
(b) by 8:30 a.m. (New York City time) on the second Trading Day immediately
following the date hereof, issue a Current Report on Form 8-K, disclosing the
material terms of the transactions contemplated hereby, and, upon the final
closing of the offering of the Preferred Stock and the Warrants, including the
Transaction Documents as exhibits thereto.  The Company and each
Purchaser shall consult with each other in issuing any other press releases with
respect to the transactions contemplated hereby, and neither the Company nor any
Purchaser shall issue any such press release nor otherwise make any such public
statement without the prior consent of the Company, with respect to any press
release of any Purchaser, or without the prior consent of each Purchaser, with
respect to any press release of the Company, which consent shall not
unreasonably be withheld or delayed, except if such disclosure is required by
law, in which case the disclosing party shall promptly provide the other party
with prior notice of such public statement or
communication.  Notwithstanding the foregoing, the Company shall not
publicly disclose the name of any Purchaser, or include the name of any
Purchaser in any filing with the Commission or any regulatory agency or Trading
Market, without the prior written consent of such Purchaser, except: (a) as
required by federal securities law in connection with (i) any registration
statement contemplated by the Registration Rights Agreement and (ii) the filing
of final Transaction Documents (including signature pages thereto) with the
Commission and (b) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide the Purchasers with
prior notice of such disclosure permitted under this clause (b).

     

    4.7           Stockholder Rights
Plan.  No claim will be made or enforced by the Company or,
with the consent of the Company, any other Person, that any Purchaser is an
“Acquiring Person” under any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or similar
anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan
or arrangement, by virtue of receiving Securities under the Transaction
Documents or under any other agreement between the Company and the
Purchasers.

     

    4.8           Non-Public
Information.  Except with respect to the material terms and
conditions of the transactions contemplated by the Transaction Documents, the
Company covenants and agrees that neither it, nor any other Person acting on its
behalf, will provide any Purchaser or its agents or counsel with any information
that the Company believes constitutes material non-public information, unless
prior thereto such Purchaser shall have executed a written agreement regarding
the confidentiality and use of such information.  The Company
understands and confirms that each Purchaser shall be relying on the foregoing
covenant in effecting transactions in securities of the Company.

     

    4.9           Use of
Proceeds.  Except as set forth on Schedule 4.9 attached
hereto, the Company shall use the net proceeds from the sale of the Securities
hereunder for working capital purposes and shall not use such proceeds for: (a)
the satisfaction of any portion of the Company’s debt (other than payment of
trade payables in the ordinary course of the Company’s business and prior
practices), (b) the redemption of any Common Stock or Common Stock Equivalents
or (c) the settlement of any outstanding litigation.


    
      
         


      

      
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    4.10           Indemnification of
Purchasers.   Subject to the provisions of this Section
4.10, the Company will indemnify and hold each Purchaser and its directors,
officers, stockholders, members, partners, employees and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title), each Person who
controls such Purchaser (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, stockholders,
agents, members, partners or employees (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding a
lack of such title or any other title) of such controlling persons (each, a
“Purchaser
Party”) harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur as a
result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in
the other Transaction Documents or (b) any action instituted against a Purchaser
in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Purchaser, with
respect to any of the transactions contemplated by the Transaction Documents
(unless such action is based upon a breach of such Purchaser’s representations,
warranties or covenants under the Transaction Documents or any agreements or
understandings such Purchaser may have with any such stockholder or any
violations by the Purchaser of state or federal securities laws or any conduct
by such Purchaser which constitutes fraud, gross negligence, willful misconduct
or malfeasance).  If any action shall be brought against any Purchaser
Party in respect of which indemnity may be sought pursuant to this Agreement,
such Purchaser Party shall promptly notify the Company in writing, and the
Company shall have the right to assume the defense thereof with counsel of its
own choosing reasonably acceptable to the Purchaser Party.  Any
Purchaser Party shall have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company
in writing, (ii) the Company has failed after a reasonable period of time to
assume such defense and to employ counsel or (iii) in such action there is, in
the reasonable opinion of such separate counsel, a material conflict on any
material issue between the position of the Company and the position of such
Purchaser Party, in which case the Company shall be responsible for the
reasonable fees and expenses of no more than one such separate
counsel.  The Company will not be liable to any Purchaser Party under
this Agreement (y) for any settlement by a Purchaser Party effected without the
Company’s prior written consent, which shall not be unreasonably withheld or
delayed; or (z) to the extent, but only to the extent that a loss, claim, damage
or liability is attributable to any Purchaser Party’s breach of any of the
representations, warranties, covenants or agreements made by such Purchaser
Party in this Agreement or in the other Transaction Documents or any violations
by the Purchaser of state or federal securities laws or any conduct by such
Purchaser which constitutes fraud, gross negligence, willful misconduct or
malfeasance.

     

    4.11     
  Reservation and Listing of
Securities.

     

    (a)           The
Company shall, while the Preferred Stock and Warrants are outstanding, maintain
a reserve from its duly authorized shares of Common Stock for issuance pursuant
to the Transaction Documents in such amount as may be required to fulfill its
obligations in full on such date under the Transaction
Documents.


    
      
         


      

      
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    (b)           If,
on any date following the Authorized Share Approval Date, the number of
authorized but unissued (and otherwise unreserved) shares of Common Stock is
less than 130% of the result of (i) the Required Minimum on such date,
minus (ii) the number of shares of Common Stock previously issued pursuant to
the Transaction Documents, then the Board of Directors shall use commercially
reasonable efforts to amend the Company’s certificate of incorporation to
increase the number of authorized but unissued shares of Common Stock to at
least the Required Minimum at such time (minus the number of shares of Common
Stock previously issued pursuant to the Transaction Documents), as soon as
possible and in any event not later than the 75th day
after such date; provided that the Company will not be required at any time to
authorize a number of shares of Common Stock greater than the maximum remaining
number of shares of Common Stock that could possibly be issued after such time
pursuant to the Transaction Documents.

    


    (c)           The
Company shall, if applicable: (i) in the time and manner required by the
principal Trading Market, prepare and file with such Trading Market an
additional shares listing application covering a number of shares of Common
Stock at least equal to the Required Minimum on the date of such application,
(ii) take all steps necessary to cause such shares of Common Stock to be
approved for listing or quotation on such Trading Market as soon as possible
thereafter, (iii) provide to the Purchasers evidence of such listing or
quotation and (iv) maintain the listing or quotation of such Common Stock on any
date at least equal to the Required Minimum on such date on such Trading Market
or another Trading Market. In addition, no later than the 90th
calendar day following the date of termination or expiration of the offering of
the securities pursuant to the Purchase Agreements, the Company shall hold a
special meeting of its stockholders (which period may be reasonably extended in
the case of Commission review of the Company’s proxy statement) for the purpose
of obtaining Stockholder Approval and Authorized Share Approval, with the
recommendation of the Board of Directors that such proposals be approved, and
the Company shall solicit proxies from its stockholders in connection therewith
in the same manner as all other management proposals in such proxy statement and
all management-appointed proxyholders shall vote their proxies in favor of such
proposals. If the Company does not obtain Stockholder Approval and Authorized
Share Approval at the first meeting, the Company shall call a meeting every 60
days thereafter to seek Stockholder Approval and Authorized Share Approval, as
applicable, until the earlier of the date that both of the Stockholder Approval
and the Authorized Share Approval are obtained or the Preferred Stock is no
longer outstanding. The Company agrees, as required by subclause (b) of the
definition of Authorized Share Approval, to file the Amendment with the
Secretary of State of Delaware on the Business Day immediately following
(provided the Secretary of State of Delaware is accepting filings on such day)
the receipt of Authorized Share Approval as required by subclause (a) of the
definition of Authorized Share Approval.

    


    
      
        
        

      

      
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    4.12       
Participation in
Future Financing.


    (a)           From
the date on which no shares of the Series B Preferred are outstanding until the
date that the Preferred Stock is no longer outstanding, upon any issuance by the
Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents
for cash consideration (or a combination of units thereof) (a “Subsequent
Financing”), each Purchaser shall have the right to participate in such
Subsequent Financing up to an amount of the Subsequent Financing equal to such
percentage of the Subsequent Financing that enables such Purchaser to maintain
the same percentage of ownership of the Common Stock, assuming full conversion
of the Preferred Stock (without giving effect to any limitations on conversion
set forth in the Certificate of Designation), as such Purchaser held immediately
following the Closing Date (the “Participation
Maximum”) on the same terms, conditions and price provided for in the
Subsequent Financing.

    


    (b)           At
least five (5) Trading Days prior to the closing of the Subsequent Financing,
the Company shall deliver to each Purchaser a written notice of its intention to
effect a Subsequent Financing (“Pre-Notice”), which
Pre-Notice shall ask such Purchaser if it wants to review the details of such
financing (such additional notice, a “Subsequent Financing
Notice”).  Upon the request of a Purchaser, and only upon a
request by such Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a
Subsequent Financing Notice to such Purchaser.  The Subsequent
Financing Notice shall describe in reasonable detail the proposed terms of such
Subsequent Financing, the amount of proceeds intended to be raised thereunder
and the Person or Persons through or with whom such Subsequent Financing is
proposed to be effected and shall include a term sheet or similar document
relating thereto as an attachment. Each Purchaser hereby agrees to keep
confidential the information included in any Subsequent Financing Notice
provided to such Purchaser.

    


    (c)           Any
Purchaser desiring to participate in such Subsequent Financing must provide
written notice to the Company by not later than 5:30 p.m. (New York City time)
on the fifth (5th)
Trading Day after all of the Purchasers have received the Pre-Notice that the
Purchaser is willing to participate in the Subsequent Financing, the amount of
the Purchaser’s participation, and representing and warranting that the
Purchaser has such funds ready, willing, and available for investment on the
terms set forth in the Subsequent Financing Notice.  If the Company
receives no such notice from a Purchaser as of such fifth (5th)
Trading Day, such Purchaser shall be deemed to have notified the Company that it
does not elect to participate.

    


    (d)           If
by 5:30 p.m. (New York City time) on the fifth (5th) Trading
Day after all of the Purchasers have received the Pre-Notice, notifications by
the Purchasers of their willingness to participate in the Subsequent Financing
(or to cause their designees to participate) is, in the aggregate, less than the
total amount of the Subsequent Financing, then the Company may effect the
remaining portion of such Subsequent Financing on the terms and with the Persons
set forth in the Subsequent Financing Notice.

    


    (e)           The
Company must provide the Purchasers with a second Subsequent Financing Notice,
and the Purchasers will again have the right of participation set forth above in
this Section 4.12, if the Subsequent Financing subject to the initial Subsequent
Financing Notice is not consummated for any reason substantially on the terms
set forth in such Subsequent Financing Notice within 30 Trading Days after the
date of the initial Subsequent Financing Notice.


    
      
         


      

      
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    (f)           Notwithstanding
the foregoing, this Section 4.12 shall not apply in respect of (i) an Exempt
Issuance, or (ii) an underwritten public offering of Common Stock.

    


    4.13       
Subsequent Equity
Sales.

    


    (a)           From
the date hereof until 60 days after the earlier of (i) the Effective Date and
(ii) the date that the Securities are eligible for resale without volume or
manner-of-sale restrictions or current public information requirements pursuant
to Rule 144 (assuming the Warrants are exercised by way of cashless exercise and
none of the Securities are (or were at any time) held by an Affiliate of the
Company), neither the Company nor any Subsidiary shall issue shares of Common
Stock or Common Stock Equivalents; provided, however, that the 60
day period set forth in this Section 4.13 shall be extended for the number of
Trading Days during such period in which (i) trading in the Common Stock is
suspended by any Trading Market, or (ii) following the Effective Date, the
Registration Statement is not effective or the prospectus included in the
Registration Statement may not be used by the Purchasers for the resale of the
Underlying Shares.

    


    (b)           From
the date hereof until such time as no Purchaser holds any of the Preferred Stock
and Warrants, the Company shall be prohibited from effecting or entering into an
agreement to effect any Subsequent Financing involving a Variable Rate
Transaction. “Variable
Rate Transaction” means a transaction in which the Company (i) issues or
sells any debt or equity securities that are convertible into, exchangeable or
exercisable for, or include the right to receive, additional shares of Common
Stock at a conversion price, exercise price or exchange rate or other price that
is based upon, and/or varies with, the trading prices of, or quotations for, the
shares of Common Stock at any time after the initial issuance of such debt or
equity securities or (ii) enters into any agreement, including, but not limited
to, an equity line of credit, whereby the Company may sell securities at a
future determined price.  Any Purchaser shall be entitled to obtain
injunctive relief against the Company to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.

    


    (c)           Unless
Stockholder Approval has been obtained and deemed effective, neither the Company
nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common
Stock Equivalents which would cause any adjustment of the Conversion Price to
the extent the holders of Preferred Stock would not be permitted, pursuant to
Section 6(d) of the Certificate of Designation, to convert their respective
outstanding shares of Preferred Stock and exercise their respective Warrants in
full, ignoring for such purposes the other conversion or exercise limitations
therein.  Any Purchaser shall be entitled to obtain injunctive relief
against the Company to preclude any such issuance, which remedy shall be in
addition to any right to collect damages.


    
      
         


      

      
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     (d)           Notwithstanding
the foregoing, this Section 4.13 shall not apply in respect of an Exempt
Issuance, except that no Variable Rate Transaction shall be an Exempt
Issuance.

    


    4.14       Equal Treatment of
Purchasers.  No consideration (including any modification of
any Transaction Document) shall be offered or paid to any Person to amend or
consent to a waiver or modification of any provision of any of the Transaction
Documents unless the same consideration is also offered to all of the parties to
the Transaction Documents.  For clarification purposes, this provision
constitutes a separate right granted to each Purchaser by the Company and
negotiated separately by each Purchaser, and is intended for the Company to
treat the Purchasers as a class and shall not in any way be construed as the
Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.

     

    4.15       Short Sales and
Confidentiality After The Date Hereof. Each Purchaser, severally and not
jointly with the other Purchasers, covenants that neither it, nor any Affiliate
acting on its behalf or pursuant to any understanding with it, will engage in
any transactions in securities of the Company, including any purchases or sales,
including any Short Sales or any other transactions (including any derivative
transactions) with respect to any securities of the Company, during the period
commencing with the Discussion Time and ending at such time as the transactions
contemplated by this Agreement are first publicly announced as described in
Section 4.6.  Each Purchaser, severally and not jointly with the other
Purchasers, covenants that until such time as the transactions contemplated by
this Agreement are publicly disclosed by the Company as described in Section
4.6, such Purchaser will maintain the confidentiality of the existence and terms
of this transaction and the information included in the Transaction Documents
and the Disclosure Schedules.  Each Purchaser severally and not
jointly with any other Purchaser, acknowledges the positions of the Commission
as set forth in Item 65, Section A, of the Manual of Publicly Available
Telephone Interpretations, dated July 1997, compiled by the Office of Chief
Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no
Purchaser makes any representation, warranty or covenant hereby that it will not
engage in Short Sales in the securities of the Company after the time that the
transactions contemplated by this Agreement are first publicly announced as
described in Section 4.6.  Notwithstanding the foregoing, in the case of a
Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the
covenant set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase
the Securities covered by this Agreement.

     

    4.16       Form D; Blue Sky
Filings.  The Company agrees to timely file a Form D with
respect to the Securities as required under Regulation D and to provide a copy
thereof, promptly upon request of any Purchaser. The Company shall take such
action as the Company shall reasonably determine is necessary in order to obtain
an exemption for, or to qualify the Securities for, sale to the Purchasers at
the Closing under applicable securities or “Blue Sky” laws of the states of the
United States, and shall provide evidence of such actions promptly upon request
of any Purchaser.


    
      
         


      

      
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    4.17           Capital
Changes.  Until the one year anniversary of the Effective Date,
the Company shall not undertake a reverse stock split or reclassification of the
Common Stock without the prior written consent of the Purchasers holding a
majority in interest of the shares of Preferred Stock; provided, however, this Section
4.17 shall not apply solely in connection with any reverse stock split conducted
to maintain compliance with listing standards of the Trading
Market.

     

    4.18           Most Favored Nation
Provision. From the first date hereafter on which no shares of Series B
Preferred are outstanding until the earlier of (a) the date when such Purchaser
no longer holds any Preferred Stock and (b) the three year anniversary of the
date hereof, if the Company effects a Subsequent Financing, each Purchaser may
elect, in its sole discretion, to exchange all or some of the Preferred Stock
(but not the Warrants) then held by such Purchaser for such preferred stock or
debt issued in a Subsequent Financing on the basis of a $0.90 in stated value or
principal amount, as applicable, of such preferred stock or debt for each $1.00
of outstanding Stated Value of the Preferred Stock, along with any liquidated
damages and other amounts then due and owing thereon. By way of example, if the
Company undertakes a Subsequent Financing of convertible debentures and
warrants, each Purchaser shall have the right to participate in such Subsequent
Financing and use the exchange of its Preferred Stock (but not the Warrants) as
consideration for purchase of the debentures (but not the warrants), on a $1.00
for $0.90 basis, as described above, in lieu of cash
consideration.  The Company shall provide prior written notice of any
such Subsequent Financing in the manner set forth in Section
4.12.  Notwithstanding the foregoing, this Section 4.18 shall not
apply in respect of an Exempt Issuance.

     

    4.19           Sinking Fund. If the
Company (a) receives any cash funds from fees, royalties or revenues as a result
of the license of any of the Intellectual Property, after the Company fulfills
all of the obligations to the Cleveland Clinic Foundation as set forth on Schedule 4.19
attached hereto (such net proceeds the “IP Proceeds”), (b)
pursuant to awards made after the date hereof,  receives cash funds
from development grants from any government agency for the development of (i)
anti-cancer applications for any of the Company’s curaxin compounds or (ii)
anti-cancer or biodefense applications for the Company’s CBLB502 compound (the
“Governmental
Grant  Proceeds”), or (c) shall determine, in its sole
discretion, to allocate cash proceeds to the Escrow Account (as defined below)
(the “Company
Allocation”), then the Company shall deposit, into a segregated escrow
account to be in the name of “Cleveland BioLabs, Inc., Sinking Fund Account” and
managed by Key Bank, with an address of 50 Fountain Plaza, 17th Floor,
Buffalo, New York 14202 (such account, the “Escrow Account” and
such escrow agent, “Key Bank”), (i) 40%
of the IP Proceeds, (ii) 20% of the Governmental Grant Proceeds and (iii) the
Company Allocation (collectively, (i), (ii) and (iii), the “Sinking Fund”). The
Company shall use the Sinking Fund solely for the purpose of a Sinking Fund
Redemption or Sinking Fund Conversion (as defined in the Certificate of
Designation).


    
      
         


      

      
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    ARTICLE
V.

    MISCELLANEOUS

     

    5.1           Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s
obligations hereunder only and without any effect whatsoever on the obligations
between the Company and the other Purchasers, by written notice to the other
parties, if the initial Closing has not been consummated on or before February
27, 2009; provided, however, that such
termination will not affect the right of any party to sue for any breach by the
other party (or parties).

     

    5.2           Fees and
Expenses.  At the Closing, the Company has agreed to reimburse
the Placement Agent the non-accountable sum of $50,000 for its legal fees and
expenses, $10,000 of which has been paid prior to the Closing.  The
Company shall deliver to each Purchaser, prior to the Closing, a completed and
executed copy of the Closing Statement, attached hereto as Annex
A.  Except as expressly set forth in the Transaction Documents
to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred
by such party incident to the negotiation, preparation, execution, delivery and
performance of this Agreement.  The Company shall pay all Transfer
Agent fees, stamp taxes and other taxes and duties levied in connection with the
delivery of any Securities to the Purchasers (other than taxes on income,
profits or revenues of any Purchaser).

     

    5.3           Entire
Agreement.  The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and
schedules.

     

    5.4           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of: (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
(2nd)  Trading
Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given.  The address for such notices and
communications shall be as set forth on the signature pages attached
hereto.

     

    5.5           Amendments;
Waivers.  Prior to Closing, no provision of this Agreement may
be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchasers obligated
to purchase at least 67% of the Preferred Stock or, in the case of a waiver, by
the party against whom enforcement of any such waived provision is sought. After
the Closing, no provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an
amendment, by the Company and the Purchasers holding at least 67% of the
outstanding Preferred Stock or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought.  No waiver of
any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any
right hereunder in any manner impair the exercise of any such
right.


    
      
         


      

      
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    5.6           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    5.7           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted
assigns.  The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of each Purchaser (other
than by merger).  Prior to the Closing Date, no Purchaser may assign
any or all of its rights under this Agreement to any Person without the prior
written consent of the Company. After the Closing Date, any Purchaser may assign
any or all of its rights under this Agreement to any Person to whom such
Purchaser assigns or transfers any Securities (subject to Section 4.1), provided
that such transferee agrees in writing to be bound, with respect to the
transferred Securities, by the provisions of the Transaction Documents that
apply to the “Purchasers” and otherwise complies with Section 4.1
hereof.

     

    5.8           No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person, except as otherwise set forth in Section 4.10.

     

    5.9           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal proceedings concerning the
interpretations, enforcement and defense of the transactions contemplated by
this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, stockholders,
employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York, Borough of Manhattan.  Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of any of
the Transaction Documents), and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is improper or is an  inconvenient venue for such
proceeding.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any other manner permitted by law.  If
any party shall commence an action or proceeding to enforce any provisions of
the Transaction Documents, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


    
      
         


      

      
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    5.10           Survival.  The
representations and warranties contained herein shall survive the Closing and
the delivery of the Securities for the applicable statute of
limitations.

     

    5.11           Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

     

    5.12           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    5.13           Rescission and Withdrawal
Right.  Notwithstanding anything to the contrary contained in
(and without limiting any similar provisions of) any of the other Transaction
Documents, whenever any Purchaser exercises a right, election, demand or option
under a Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the
Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights; provided, however, that in the
case of a rescission of a conversion of the Preferred Stock or exercise of a
Warrant, the Purchaser shall be required to return any shares of Common Stock
subject to any such rescinded conversion or exercise notice.

     

    5.14           Replacement of
Securities.  If any certificate or instrument evidencing any
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
thereof (in the case of mutilation), or in lieu of and substitution therefor, a
new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction.  The
applicant for a new certificate or instrument under such circumstances shall
also execute a customary affidavit and pay any reasonable third-party costs
(including customary indemnity, and bond, if required by the Transfer Agent)
associated with the issuance of such replacement Securities.


    
      
         


      

      
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    5.15           Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Purchasers and the Company will
be entitled to specific performance under the Transaction
Documents.  The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations contained in the Transaction Documents and hereby agree to waive and
not to assert in any action for specific performance of any such obligation the
defense that a remedy at law would be adequate.

     

    5.16           Payment Set Aside. To
the extent that the Company makes a payment or payments to any Purchaser
pursuant to any Transaction Document or a Purchaser enforces or exercises its
rights thereunder, and such payment or payments or the proceeds of such
enforcement or exercise or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable
cause of action), then to the extent of any such restoration the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

     

    5.17           Usury.  To
the extent it may lawfully do so, the Company hereby agrees not to insist upon
or plead or in any manner whatsoever claim, and will resist any and all efforts
to be compelled to take the benefit or advantage of, usury laws wherever
enacted, now or at any time hereafter in force, in connection with any claim,
action or proceeding that may be brought by any Purchaser in order to enforce
any right or remedy under any Transaction Document.  Notwithstanding
any provision to the contrary contained in any Transaction Document, it is
expressly agreed and provided that the total liability of the Company under the
Transaction Documents for payments in the nature of interest shall not exceed
the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and,
without limiting the foregoing, in no event shall any rate of interest or
default interest, or both of them, when aggregated with any other sums in the
nature of interest that the Company may be obligated to pay under the
Transaction Documents exceed such Maximum Rate.  It is agreed that if
the maximum contract rate of interest allowed by law and applicable to the
Transaction Documents is increased or decreased by statute or any official
governmental action subsequent to the date hereof, the new maximum contract rate
of interest allowed by law will be the Maximum Rate applicable to the
Transaction Documents from the effective date thereof forward, unless such
application is precluded by applicable law.  If under any
circumstances whatsoever, interest in excess of the Maximum Rate is paid by the
Company to any Purchaser with respect to indebtedness evidenced by the
Transaction Documents, such excess shall be applied by such Purchaser to the
unpaid principal balance of any such indebtedness or be refunded to the Company,
the manner of handling such excess to be at such Purchaser’s election (unless
prohibited by law).

     

    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    5.18           Independent Nature of
Purchasers’ Obligations and Rights.  The obligations of each
Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in any
way for the performance or non-performance of the obligations of any other
Purchaser under any Transaction Document.  Nothing contained herein or
in any other Transaction Document, and no action taken by any Purchaser pursuant
thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the
Transaction Documents.  Each Purchaser shall be entitled to
independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents,
and it shall not be necessary for any other Purchaser to be joined as an
additional party in any proceeding for such purpose.  Each Purchaser
has been represented by its own separate legal counsel in their review and
negotiation of the Transaction Documents.  For reasons of
administrative convenience only, Purchasers and their respective counsel have
chosen to communicate with the Company through FWS.  FWS does not
represent all of the Purchasers but only the Placement Agent.  The
Company has elected to provide all Purchasers with the same terms and
Transaction Documents for the convenience of the Company and not because it was
required or requested to do so by the Purchasers.

     

    5.19           Liquidated
Damages.  The Company’s obligations to pay any partial
liquidated damages or other amounts owing under the Transaction Documents is a
continuing obligation of the Company and shall not terminate until all unpaid
partial liquidated damages and other amounts have been paid notwithstanding the
fact that the instrument or security pursuant to which such partial liquidated
damages or other amounts are due and payable shall have been
canceled.

     

    5.20           Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a
Business Day, then such action may be taken or such right may be exercised on
the next succeeding Business Day.

     

    5.21           Construction. The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments hereto. In addition, each and
every reference to share prices in any Transaction Document shall be subject to
adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.

     

    5.22           WAIVER OF
JURY TRIAL.  IN ANY ACTION, SUIT, OR
PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY.

     

    (Signature
Pages Follow)

    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

    


    
      
        
          
            
              
                
                  	
                          CLEVELAND
      BIOLABS, INC.

                        	 	
                          Address for Notice:

                        
	 
      	 
      	 	
                          73
      High Street

                        
	 
      	 
      	 	
                          Buffalo,
      NY 14203

                        
	 
      	 
      	 	 
      
	
                          By:

                        	
                          /s/
      Michael Fonstein

                           

                        	 	
                          Fax:

                          
                            (716)
      849-6820

                          

                        
	 
      	
                          Name:
      Michael Fonstein

                        	 	
                           

                        
	 
      	
                          Title:
      President and Chief Executive Officer

                        	 	 
      
	 
      	 
      	 	 
      
	
                          With
      a copy to (which shall not constitute notice):

                        	 	 
      
	
                          Katten
      Muchin Rosenman LLP

                        	 	 
      
	
                          525
      West Monroe Street, Suite 1900

                        	 	 
      
	
                          Chicago,
      IL 60661

                        	 	 
      
	
                          Attention:
      Ram Padmanabhan

                        	 	 
      


                

              

            

          

        

      

    

    


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OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Jan Arnett

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Jan Arnett

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Berdon Ventures LLC

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Frederick Berdon

     

    Name of
Authorized Signatory:  Frederick Berdon

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $300,000

     

    Shares of
Preferred Stock:  30

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Guy Michael Dart

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Guy Michael Dart

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Michael N. Emmerman

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Michael N. Emmerman

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $180,000

     

    Shares of
Preferred Stock:  18

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Jonathan Kamen

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Jonathan Kamen

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Lindsay E. Dart Separate Property Trust

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Lindsay Dart Lincoln

     

    Name of
Authorized Signatory:  Lindsay Dart Lincoln

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Richard and Arline McGowan, JTWROS

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Richard S. McGowan    /s/
Arline McGowan

     

    Name of
Authorized Signatory:  Richard S. McGowan / Arline
McGowan

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $370,000

     

    Shares of
Preferred Stock:  37

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Martin H. Meyerson

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Martin H. Meyerson

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  William F. Quirk, Jr.

     

    Signature of Authorized Signatory of
Purchaser:  /s/ William F. Quirk, Jr.

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

     

    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Stuart Schapiro Keough

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Stuart Schapiro

     

    Name of
Authorized Signatory:  Stuart Schapiro

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Lorin Wels

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Lorin Wels

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

     

    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $101,750

     

    Shares of
Preferred Stock:  10.18

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Iroquois Master Fund Ltd.

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Joshua Silverman

     

    Name of
Authorized Signatory:  Joshua Silverman

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Greenwich Growth Fund Limited

     

    Signature of Authorized Signatory of
Purchaser:  /s/ J.P. Furey

     

    Name of
Authorized Signatory:  J.P. Furey

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

     

    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Cranshire Capital LP

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Keith Goodman

     

    Name of
Authorized Signatory:  Keith Goodman

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Marschall–Cook–Critchley Family Ventures,
F.L.P.

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Harry Critchley

     

    Name of
Authorized Signatory:  Harry Critchley

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $25,000

     

    Shares of
Preferred Stock:  2.5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  George L. Black Jr. Trust

     

    Signature of Authorized Signatory of
Purchaser:  /s/ George L. Black, Jr.

     

    Name of
Authorized Signatory:  George L. Black, Jr.

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

     

    Subscription
Amount:  $20,000

     

    Shares of
Preferred Stock:  2

     

    Warrant
Shares:

     

    EIN
Number:

    


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INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Brad DeHaan

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Brad DeHaan

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $9,250

     

    Shares of
Preferred Stock:  0.93

     

    Warrant
Shares:

     

    EIN
Number:

    


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INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Frank C. Heyman

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Frank C. Heyman

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $25,900

     

    Shares of
Preferred Stock:  2.59

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Michael Silver and Lori Silver JT TEN

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Michael Silver  /s/ Lori
Silver

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $20,000

     

    Shares of
Preferred Stock:  2

     

    Warrant
Shares:

     

    EIN
Number:

     

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    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Steven E. Slawson

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Steven E. Slawson

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


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INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Old Kings Capital LP

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Peter J. Gavey

     

    Name of
Authorized Signatory:  Peter J. Gavey

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

     

    Subscription
Amount:  $39,629

     

    Shares of
Preferred Stock:  3.96

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
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    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Zanett Opportunity Fund Ltd.

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Gianfranco Cicogna

     

    Name of
Authorized Signatory:  Gianfranco Cicogna

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Robert Brous

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Robert Brous

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $40,000

     

    Shares of
Preferred Stock:  4

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  CRCK, LLC

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Maria Lamari Burden

     

    Name of
Authorized Signatory:  Maria Lamari Burden

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

     

    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $1,000,000

     

    Shares of
Preferred Stock:  100

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Entrust NE FBO Walter Schenker A/C 1374

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Jennifer N. Bzik

     

    Name of
Authorized Signatory:  Jennifer N. Bzik

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  James W. Harpel

     

    Signature of Authorized Signatory of
Purchaser:  /s/ James W. Harpel

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $300,000

     

    Shares of
Preferred Stock:  30

     

    Warrant
Shares:

     

    EIN
Number:

     

    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Susan Schenker

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Susan Schenker

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

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INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Walter Schenker

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Walter Schenker

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Jed F. Fisher

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Jed F. Fisher

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $12,500.10

     

    Shares of
Preferred Stock:  1.25

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  William F. Quirk Jr.

     

    Signature of Authorized Signatory of
Purchaser:  /s/ William F. Quirk Jr.

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Ronald Lukas

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Ronald Lukas

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $83,000

     

    Shares of
Preferred Stock:  8.3

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  J.S.A. Investments, LLC

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Joelle A. Meyerson

     

    Name of
Authorized Signatory:  Joelle A. Meyerson

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

     

    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  TCMP3 Partners

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Walter Schenker

     

    Name of
Authorized Signatory:  Walter Schenker

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

     

    Subscription
Amount:  $150,000

     

    Shares of
Preferred Stock:  15

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Frank Decarolis IRA FCC as Custodian

     

    Signature of Authorized Signatory of
Purchaser:  /s/ First Clearing LLC

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $20,000

     

    Shares of
Preferred Stock:  2

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Robert H. Cohen

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Robert H. Cohen

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $500,000

     

    Shares of
Preferred Stock:  50

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  John G. Manos Living Trust U/A/D – 7/21/04

     

    Signature of Authorized Signatory of
Purchaser:  /s/ John Manos  /s/ Dorothy
Mason

     

    Name of
Authorized Signatory:  John Manos / Dorothy Mason

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $35,000

     

    Shares of
Preferred Stock:  3.5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Guy Michael Dart

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Guy Michael Dart

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $25,000

     

    Shares of
Preferred Stock:  2.5

     

    Warrant
Shares:

     

    EIN
Number:

    


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INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Vertical Partners LP

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Peter J. Gavey

     

    Name of
Authorized Signatory:  Peter J. Gavey

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

     

    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $107,278

     

    Shares of
Preferred Stock:  10.73

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Jan Arnett

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Jan Arnett

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $25,000

     

    Shares of
Preferred Stock:  2.5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Martin H. Meyerson

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Martin H. Meyerson

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Philip Patt and Maxine Patt JTWROS

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Philip Patt   /s/ Maxine
Patt

     

    Name of
Authorized Signatory:  Philip Patt and Maxine Patt

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5.00

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Lindsay Dart Lincoln TTEE, Lindsay E. Dart Separate
Property Trust

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Lindsay Dart Lincoln

     

    Name of
Authorized Signatory:  Lindsay Dart Lincoln

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $25,000

     

    Shares of
Preferred Stock:  2.50

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Cranshire Capital LP

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Mitchell Kopin

     

    Name of
Authorized Signatory:  Mitchell Kopin

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10.00

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Philip Patt and Maxine Patt JTWROS

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Philip Patt   /s/ Maxine
Patt

     

    Name of
Authorized Signatory:  Philip Patt and Maxine Patt

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5.00

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Thomas R. Ulie

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Thomas R. Ulie

     

    Name of
Authorized Signatory:  Thomas R. Ulie

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

     

    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $150,000

     

    Shares of
Preferred Stock:  15.00

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  William F. Quirk Jr.

     

    Signature of Authorized Signatory of
Purchaser:  /s/ William F. Quirk Jr.

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $100,000

     

    Shares of
Preferred Stock:  10

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Miriam Koryn

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Miriam Koryn

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $50,000

     

    Shares of
Preferred Stock:  5

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  Michael B. Pisani

     

    Signature of Authorized Signatory of
Purchaser:  /s/ Michael B. Pisani

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

     

    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $14,000

     

    Shares of
Preferred Stock:  1.4

     

    Warrant
Shares:

     

    EIN
Number:

    


    [PERSONAL
INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [PURCHASER
SIGNATURE PAGES TO CBLI SECURITIES PURCHASE AGREEMENT]

    


    IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.

     

    Name of
Purchaser:  James W. Harpel

     

    Signature of Authorized Signatory of
Purchaser:  /s/ James W. Harpel

     

    Name of
Authorized Signatory:

     

    Title of
Authorized Signatory: _____________________________________

     

    Email
Address of Authorized Signatory:
___________________________________________

     

    Facsimile
Number of Authorized Signatory:
_________________________________________

    


    Address
for Notice of Purchaser:

    


    Address
for Delivery of Securities for Purchaser (if not same as address for
notice):

    


    Subscription
Amount:  $250,000

     

    Shares of
Preferred Stock:  25

     

    Warrant
Shares:

     

    EIN
Number:

    


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INFORMATION OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Annex
A

    


    CLOSING
STATEMENT

    


    Pursuant
to the attached Securities Purchase Agreement, dated as of the date hereto, the
purchasers shall purchase up to $13,000,000 of Preferred Stock and Warrants from
Cleveland BioLabs, Inc., a Delaware corporation (the “Company”).  All
funds will be wired into an account maintained by the Escrow
Agent.  All funds will be disbursed in accordance with this Closing
Statement.

    


    
      Disbursement Date: 
__________,
2009

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 
	 	 
	
                                    I.   PURCHASE
      PRICE

                                  	 
      
	 	 	 
	 
      	
                                    Gross
      Proceeds to be Received

                                  	
                                    $

                                  
	 
      	 
      
	
                                    II.
      DISBURSEMENTS

                                  	 
      
	 
      	 
      	
                                    $

                                  
	 
      	 
      	
                                    $

                                  
	 
      	 
      	
                                    $

                                  
	 
      	 
      	
                                    $

                                  
	 
      	 
      	
                                    $

                                  
	 
      	 
      
	
                                    Total
      Amount Disbursed:

                                  	
                                    $

                                  
	 
      	 
      
	
                                    WIRE INSTRUCTIONS:

                                  	 
      
	 	 
	
                                    To:
      _____________________________________

                                     

                                  	 
      
	
                                    To:
      _____________________________________