VOTING
AGREEMENT

     

    This
Voting Agreement, dated as of ________, 2009 (this “Agreement”), is by and among
Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and the holders of
securities of the Company listed on the signature pages hereto under the heading
“Holder” (each a “Holder” and collectively, the
“Holders”).

     

    WHEREAS, the Company and
certain investors (each, an “Investor”, and collectively,
the “Investors”) have
entered into a Securities Purchase Agreement, dated as of ________, 2009 (the
“Securities Purchase
Agreement”), pursuant to which, among other things, and subject to the
terms and conditions thereof, the Company has agreed to issue and sell to the
Investors and the Investors have agreed to purchase, (i) Series D Convertible
Preferred Stock, par value $0.005 per share (“Series D Preferred”), which
will, among other things, be convertible into shares of the Company’s common
stock, par value $0.005 per share (the “Common Stock”) in accordance
with the terms of the Certificate of Designation for the Series D Preferred, and
(ii) Common Stock Purchase Warrants (“Warrants”), which will be
exercisable to purchase shares of Common Stock; and

     

    WHEREAS, as of the date
hereof, the Holders own the shares of Common Stock
and shares of Series B Convertible Preferred Stock, par value $0.005 per share
(“Series B Preferred”),
set forth on Appendix
A; and

     

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

     

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

     

    ARTICLE
I

     

    VOTING AGREEMENT OF THE
HOLDERS

     

    SECTION
1.01.   Voting
Agreement.  Subject to the last sentence of this
Section 1.01, each Holder hereby agrees that at any meeting of the
stockholders of the Company, however called, each of the Holders shall vote the
Voting Securities over which each Holder has voting power as of the record date
for such meeting:  (a) in favor of Stockholder Approval and Authorized
Share Approval (as defined in the Securities Purchase Agreement), as described
in Section 4.11(c) of the Securities Purchase Agreement, and in favor of
any proposal or matter that would reasonably be expected to facilitate
Stockholder Approval and Authorized Share Approval or the transactions
contemplated by the Securities Purchase Agreement; and (b) against any proposal
or any other corporate action or agreement that would result in a breach of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Securities Purchase Agreement or which could result in any of
the conditions to the Company’s obligations under the Securities Purchase
Agreement not being fulfilled.  Each Holder acknowledges receipt and
review of a copy of the Transaction Documents (as defined in the Securities
Purchase Agreement). The obligations of the Holders under this Section 1.01
shall terminate immediately following the occurrence of the Stockholder Approval
and Authorized Share Approval. Nothing herein shall require or be deemed to
require any Holder who holds options, warrants or other securities convertible
into, or exercisable or exchangeable for, Voting Securities to convert, exercise
or exchange such options, warrants or other securities.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
II

     

    REPRESENTATIONS AND
WARRANTIES OF THE HOLDERS

     

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

     

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

     

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

     

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


    
      
         


      

      
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    SECTION
2.03.   Title to the
Stock.  As of the date hereof, each Holder is the record and
beneficial owner of the number of shares of Common Stock and Series B Preferred
set forth opposite its name on Appendix A attached
hereto. Such Common Stock and Series B Preferred are owned free and clear of all
security interests, liens, claims, pledges, options, rights of first refusal,
agreements, limitations on such Holder’s voting rights, charges and other
encumbrances of any nature whatsoever.  No Holder has previously
appointed or granted any proxy, which appointment or grant is still effective,
with respect to the Common Stock or Series B Preferred owned by such
Holder.

     

    ARTICLE
III


     

    COVENANTS

     

    SECTION
3.01.   Grant of
Proxy.  Each Holder hereby revokes any and all previous proxies
granted with respect to its Common Stock or Series B Preferred.  By
entering into this Agreement, each Holder hereby grants a proxy appointing the
Company, with full power of substitution, as such Holder’s attorney-in-fact and
proxy, for and in such Holder’s name, to be counted as present and to vote
(including by written consent, if applicable) or otherwise to act on behalf of
the Holder with respect to its Voting Securities solely with respect to the
matters set forth in, and in the manner contemplated by Section 1.01, as such
proxy or its substitutes shall, in the Company’s sole and absolute discretion,
deem proper with respect to such Voting Securities.  The proxy granted
by each Holder pursuant to this Section 3.01 is subject to the penultimate
sentence of this Section 3.01, irrevocable and is coupled with an interest, in
accordance with Section 212(e) of the Delaware General Corporation Law and is
granted in order to secure such Holder’s performance under this Agreement and
also in consideration of the Company entering into this Agreement and the
Securities Purchase Agreement.  If any Holder fails for any reason to
be counted as present or to vote (including by written consent, if applicable)
such Holder’s Voting Securities in accordance with the requirements of Section
1.01 above, then the Company shall have the right to cause to be present or vote
such Holder’s Voting Securities in accordance with the provisions of Section
1.01.  The proxy granted by each Holder shall be automatically revoked
upon termination of this Agreement in accordance with its terms.  Each
Holder agrees, from the date hereof, not to attempt to revoke, frustrate the
exercise of, or challenge the validity of, the irrevocable proxy granted
pursuant to this Section 3.01.

     

    SECTION
3.02.   No
Disposition or Encumbrance of Stock.  Each Holder hereby
covenants and agrees that, until the Stockholder Approval and Authorized Share
Approval have been obtained, such Holder shall not offer or agree to sell,
transfer, tender, assign, hypothecate or otherwise dispose of, grant a proxy or
power of attorney with respect to (except in a manner that is consistent with
Section 1.01 or Section 3.01), or create or permit to exist any security
interest, lien, claim, pledge, option, right of first refusal, agreement,
limitation on such Holder’s voting rights, charge or other encumbrance of any
nature whatsoever (“Encumbrance”) with respect to
the Voting Securities, or directly or indirectly initiate, solicit or encourage
any person to take actions which could reasonably be expected to lead to the
occurrence of any of the foregoing; provided, however, that any
such Holder may assign, sell or transfer any Voting Securities provided that any
such recipient of the Voting Securities has delivered to the Company and each
Investor a written agreement, in a form reasonably satisfactory to the
Investors, that the recipient shall be bound by, and the Voting Securities so
transferred, assigned or sold shall remain subject to, this
Agreement.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


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

     

    ARTICLE
IV


     

    MISCELLANEOUS

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    SECTION
4.06.   Governing
Law.  This Agreement shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Agreement shall be governed by, the
internal laws of the State of Delaware, without giving effect to provisions
thereof regarding conflict of laws. 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.

     

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

     

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

     

    [Signature
Pages Follow]


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


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

     

    
      
        
          
            	 
      	 
      	
                    THE
      COMPANY:

                  
	 	 	 
	 
      	 
      	
                    CLEVELAND
      BIOLABS, INC.

                  
	 	 	 
	 
      	 
      	
                    By:

                  	
                    /s/
      Michael Fonstein

                  
	 
      	 
      	
                    Name: 

                  	
                    Michael
      Fonstein

                  
	 
      	 
      	
                    Title:

                  	
                    President
      and Chief Executive
Officer

                  
	
                    Dated:
      _________, 2009

                  	 
      	 
      	 
      
	 
      	 
      	
                    Address:

                  	
                    73
      High Street

                    Buffalo,
      New York
14203

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	 
      	 
      	
                          HOLDER:

                        
	 	 	 
	 
      	 
      	 
      
	 	 	 	 
	
                          Dated:  __________,
      2009

                        	 
      	
                          Address: 

                        	 
      
	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    

    


    [SIGNATURE
PAGES OF HOLDERS OMITTED]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    APPENDIX
A

     

    
      
        
          
            	
                    Holder

                  	 	
                    Outstanding Common

                    Stock Owned

                  	 	 	
                    Outstanding Series B

                    Preferred Owned

                  	 	 	
                    Common Stock

                    Beneficially Owned

                  	 
	
                    Bernard
      L. Kasten

                  	 	 	0	 	 	 	0	 	 	 	85,0001	 
	
                    James
      J. Antal

                  	 	 	0	 	 	 	0	 	 	 	85,0002	 
	
                    Paul
      E. DiCorleto

                  	 	 	0	 	 	 	0	 	 	 	70,0003	 
	
                    Michael
      Fonstein

                  	 	 	1,311,200	 	 	 	0	 	 	 	1,485,9504	 
	
                    Andrei
      Gudkov

                  	 	 	1,549,600	 	 	 	0	 	 	 	1,724,3505	 
	
                    Yakov
      Kogan

                  	 	 	715,200	 	 	 	0	 	 	 	889,9506	 
	
                    H.
      Daniel Perez

                  	 	 	0	 	 	 	0	 	 	 	85,0007	 
	
                    John
      A. Marhofer, Jr.

                  	 	 	0	 	 	 	0	 	 	 	159,6848	 
	
                    The
      Cleveland Clinic Foundation

                  	 	 	1,341,000	 	 	 	0	 	 	 	1,341,000 	 


          

        

      

    

    

      
        

      

    

    
      
        1 Includes
stock options to purchase 85,000 shares of Common Stock, which are currently
exercisable.

      

       

    

    
      2 Includes
stock options to purchase 85,000 shares of Common Stock, which are currently
exercisable.

    

     

    
      3 Includes
stock options to purchase 70,000 shares of Common Stock, which are currently
exercisable.

    

     

    
      4 Includes
1,311,200 shares of Common Stock, and stock options to purchase 174,750 shares
of Common Stock, which are currently exercisable.

    

     

    
      5 Includes
1,549,600 shares of Common Stock, and stock options to purchase 174,750 shares
of Common Stock, which are currently exercisable.

    

     

    
      6 Includes
715,200 shares of Common Stock, and stock options to purchase 174,750 shares of
Common Stock, which are currently exercisable.

    

     

    
      7 Includes
stock options to purchase 85,000 shares of Common Stock, which are currently
exercisable.

    

     

    
      8 Includes
stock options to purchase 154,684 shares of Common Stock, which are currently
exercisable, and stock options to purchase 5,000 shares of Common Stock, which
will become exercisable on March 1, 2009.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      Holder

                    	 	
                      Outstanding Common

                      Stock Owned

                    	 	 	
                      Common Stock 

                      Beneficially Owned

                    	 
	
                      Chembridge
      Corporation

                    	 	 	340,864	 	 	 	605,4881	 
	
                      Elena
      Feinstein

                    	 	 	238,200	 	 	 	238,200 	 
	
                      George
      Stark

                    	 	 	236,757	 	 	 	236,757 	 
	
                      Alexander
      Shakhov

                    	 	 	36,060	 	 	 	36,060 	  
	
                      Vadim
      Krivokrysenko

                    	 	 	50,660	 	 	 	50,660 	 
	
                      Dmitriy
      A. Bosykh

                    	 	 	1,250	 	 	 	1,250 	 
	
                      Katerina
      Gurova

                    	 	 	60,000	 	 	 	60,000 	 
	
                      Mikhail
      Chernov

                    	 	 	37,260	 	 	 	37,260 	 


            

          

        

      

    

     

    
      
        
1 Includes
264,624 shares of Common Stock underlying a warrant, which is currently
exercisable.