AMENDMENT
AND REAFFIRMATION AGREEMENT

    


    THIS AMENDMENT AND REAFFIRMATION
AGREEMENT (this
“Agreement”),
dated as of March __, 2009, has been prepared to provide additional information
to prospective investors in the private placement of the securities of Cleveland
BioLabs, Inc., a Delaware corporation (the “Company”) and
supplements information contained in the Securities Purchase Agreement by and
among each prospective investor (each, a “Purchaser” and
collectively, the “Purchasers”) and the
Company (the “Purchase
Agreement”) and each of the Transaction Documents
thereto.  Each Purchaser is requested to agree and acknowledge this
Agreement by executing the attached signature page and failure to agree to this
Agreement will result in the Company returning the funds of any such Purchaser.
Capitalized terms not defined
herein shall have the same meaning as set forth in the Purchase
Agreement.

    


    The
following terms of the Transaction Documents have been amended as
follows:

    


    1.           Conversion Price of the
Series D Preferred. The Conversion Price of the Series D Convertible
Preferred Stock (the “Series D Preferred”)
shall be equal to $1.40, subject to further adjustment as set forth in the
Certificate of Designation.

    


    2.           Exercise Price of the
Warrants. The Exercise Price of the Warrants shall be equal to $1.60,
subject to further adjustment therein.

    


    3.           Extension of Offering
Period. The termination of the offering shall be extended from March 15,
2009 until March 27, 2009, and, as such, each reference to “March 15, 2009” in
the Transaction Documents shall be replaced with a reference to “March 27,
2009.”

    


    4.           Amendment to Deadline for
Stockholder Meeting.  Each Purchaser hereby agrees that the
deadline for the Company to hold a meeting of its stockholders for the purpose
of obtaining Stockholder Approval and Authorized Share Approval pursuant to
Section 4.11(c) of the Purchase Agreement shall be June 26, 2009 (which period
may be reasonably extended in the case of Commission review of the Company’s
proxy statement).

    


    5.           Voting
Agreements.  The definition of “Voting Agreements” in Section 1
of the Purchase Agreement shall be amended such that the Company shall not be
required to obtain Voting Agreements from Sunrise Equity Partners, LP or Sunrise
Securities Corp. so long as the Company obtains Voting Agreements from
stockholders holding at least 1,000,000 shares of Common Stock. As such, the
definition of “Voting Agreement” in Section 1.1 shall be amended and restated as
follows:

    


    ““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; and,
provided, further, the Company
shall not be required to obtain Voting Agreements from Sunrise Equity Partners,
LP and Sunrise Securities Corp. (regardless of the Subscription Amounts) if the
Company obtains Voting Agreements executed by stockholders of the
Company (in addition to those listed above under subsections (a) and (d))
holding no less than 1,000,000 shares of Common Stock, in the
aggregate.”


    
      
         


      

      
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    6.           Representations and
Warranties of the Company. The Company hereby makes the representations
and warranties set forth below to the Purchasers that as of the date of its
execution of this Agreement:

    


    (a)           The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder.  The execution and delivery of
this Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, its board
of directors or its stockholders in connection therewith other than in
connection with the Required Approvals.  This Agreement has been duly
executed by the Company and, when delivered in accordance with the terms hereof
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.

    


    (b)           The
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby 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 constitute a default (or an event that with
notice or lapse of time or both would become a default) under, result in the
creation of any Lien upon any of the properties or assets of the Company, or
give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any material
agreement, credit facility, debt or other material instrument (evidencing
Company debt or otherwise) or other material understanding to which the Company
is a party or by which any property or asset of the Company is bound or
affected, 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.


    
      
         


      

      
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    7.           Miscellaneous.

    


    (a)           Effect on Transaction
Documents. Except as specifically modified herein, all of the terms,
provisions and conditions of the Transaction Documents shall remain in full
force and effect and the rights and obligations of the parties with respect
thereto shall, except as specifically provided herein, be unaffected by this
Agreement and shall continue as provided in such documents and shall not be in
any way changed, modified or superseded by the terms set forth
herein.

    


    (b)           Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase
Agreement.

    


    (c)           Construction. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be determined in accordance with the provisions of
the Purchase Agreement.

    


    (d)           Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted
assigns.  This Agreement shall be for the sole benefit of the parties
to this Agreement and their respective successors and permitted assigns and is
not intended, nor shall be construed, to give any person or entity, other than
the parties hereto and their respective successors and permitted assigns, any
legal or equitable right, remedy or claim hereunder.

    


    (e)           Execution. This
Agreement may be executed in 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.

    


    (f)           Entire Agreement.
This Agreement constitutes the entire agreement among the parties with respect
to the matters covered hereby and supersedes all previous written, oral or
implied understandings among them with respect to such matters.

    


    (g)           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.


    
      
         


      

      
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    (h)           Waiver. No provision
of this Agreement may be waived or amended except in accordance with the terms
of the Purchase Agreement.

    


    (i)           Independent Nature of
Purchasers’ Obligations and Rights.  The obligations of each
Purchaser hereunder are several and not joint with the obligations of any other
Purchasers hereunder, and no Purchaser shall be responsible in any way for the
performance of the obligations of any other Purchaser
hereunder.  Nothing contained herein or in any other agreement or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto, 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 with respect to
such obligations or the transactions contemplated by this
Agreement.  Each Purchaser shall be entitled to protect and enforce
its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.

    


    SIGNATURE
PAGES TO FOLLOW


    
      
         


      

      
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    IN WITNESS WHEREOF, the
undersigned has caused this Amendment and Reaffirmation Agreement to be duly
executed as of the date first written above.

    


    
      
        	
                CLEVELAND
      BIOLABS, INC.

              
	 
      
	 
      
	
                By:

              	
                /s/
      Michael Fonstein

              
	
                Name:

              	
                Michael
      Fonstein

              
	
                Title:

              	
                President
      and Chief Executive
Officer

              


      

    


    
      
         


      

      
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    [AMENDMENT
AND REAFFIRMATION AGREEMENT FOR PURCHASERS]

    


    Acknowledgement
and Confirmation

    


    The
undersigned investor hereby acknowledges receipt of this Amendment and
Reaffirmation Agreement and confirms its subscription to purchase Securities in
the offering pursuant to the terms of the Purchase Agreement.

     

    Signature:  ______________________________

    


    Name of
Investor(s):  ______________________________

    


    Title (if
investor is not an
individual):   ______________________________

    


    Dated:
March ___, 2009

    


    [SIGNATURE
PAGES OF PURCHASERS OMITTED]