Unassociated Document


    May 27,
2009

    


    GenVec,
Inc.

    65 West
Watkins Mill Road

    Gaithersburg,
MD  20878

    


    Ladies
and Gentlemen:

    


    The
undersigned (the “Investor”) hereby confirms and agrees with you as
follows:

    


    1.           This
Purchase Agreement (the “Agreement”) is made as of the date hereof between
GenVec, Inc., a Delaware corporation (the “Company”), and the Investor that is a
signatory to this Agreement.

    


    2.           The
Company has authorized the sale and issuance of up to 9,615,385 shares of its
common stock (the “Offered Shares”), par value $0.001 per share (the “Common
Stock”), and warrants to purchase up to 9,615,385 shares of Common Stock (the
“Offered Warrants”) (the “Offering”).  The Offered Shares and the
Offered Warrants shall be sold together as units, each unit consisting of one
Offered Share and one Offered Warrant (the “Warrant”) to purchase one share of
Common Stock (such units are referred to herein individually as the “Offered
Security” and collectively as the “Offered Securities”).  The exercise
price of the Warrants is $0.858 per share.  The Offering is being made
pursuant to an effective shelf registration statement on Form S-3 (SEC File No.
333-140373).

    


    3.           The
Company and the Investor agree that the Offering is being made subject to the
execution by the Company and the Placement Agent of the Placement Agency
Agreement, delivery of the free writing prospectus dated the date hereof,
delivery of the base prospectus relating to the Offered Securities and delivery
of additional offering information, including pricing
information.  The Company and the Investor agree that the Investor
will purchase from the Company and the Company will issue and sell to the
Investor the number Offered Securities set forth below the Investor’s name on
Schedule I hereto, at a purchase price of $0.624 per share, pursuant to the
Terms and Conditions for Purchase of Offered Securities attached hereto as Annex I and
incorporated herein by reference as if fully set forth herein.  The
Investor acknowledges that the Offering is not being underwritten by the
Placement Agent and that there is no minimum offering amount.  Shares
of Common Stock will be credited to the Investor using customary book-entry
procedures.  The executed Warrant will be delivered pursuant to the
terms thereof.

    


    4.           The
Investor represents that, except as set forth below, (a) it has had no position,
office or other material relationship within the past three years with the
Company or persons known to it to be affiliates of the Company, (b) except as
set forth on Schedule II hereto, neither it, nor any group of which it is a
member or to which it is related, beneficially owns (including the right to
acquire or vote) any securities of the Company and (c) it is not a FINRA member
or a person associated with or affiliated with any FINRA member as of the date
hereof.

    


    5.           The
Investor confirms that it has had full access to all filings made by the Company
with the Securities and Exchange Commission, including the registration
statement and base prospectus relating to the Offered Securities, and the
documents incorporated by reference therein, and that it was able to read,
review, download and print each such filing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.

     

     

    
      
        
          
            
              
                
                  
                    	      
                            Name of Investor:

                          	 	BAM
      Opportunity Fund LP	 
	 	 	 	 
	
                          	
                            By:
      

                          	/s/ Hal Mintz	 
	 	 	 	 
	 	Name: 
      	Hal
      Mintz	 
	 	 	 	 
	 	Title: 	General
      Partner	 


                  

                

              

            

          

        

      

    

     

     

     

     

     

    AGREED
AND ACCEPTED:

    


    


    GENVEC,
INC.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	 
	
                                    By:

                                  	/s/
      Douglas J. Swirsky	 
	 
      	 
      	 
	
                                    Name:

                                  	Douglas
      J. Swirsky	 
	 
      	 
      	 
	
                                    Title:

                                  	
                                    Senior
      Vice President, Chief Financial Officer, 

                                    Treasurer
      and Corporate
Secretary

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    SCHEDULE
I

    


    SCHEDULE
OF INVESTORS

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name
      of Investor:

                              
	 
	
                                _________________________________

                              
	 
	
                                Name
      of Individual Representing Investor:

                              
	 
	
                                _________________________________

                              
	 
	
                                Title
      of Individual Representing Investor:

                              
	 
	
                                _________________________________

                              
	 
	
                                Address:                      ___________________________

                              
	 
	
                                Telephone:                  ___________________________

                              
	 
	
                                Telecopier:                   ___________________________

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    


    
      
        
          
            
              
                
                  	
                          Number
      of

                          Offered
      Shares

                          to Be Purchased

                        	
                          Number
      of

                          Offered
      Warrants

                           to be Purchased 

                        	
                          Price
      Per

                          Offered
      Securities

                          In Dollars 

                        	
                          Aggregate

                          Purchase

                             Price   

                        
	
                          9,615,385

                        	
                          9,615,385

                        	
                          $0.624

                        	
                          $6,000,000.24

                        


                

              

            

          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
II

    


    SCHEDULE
OF BENEFICIAL OWNERSHIP

    


    Please provide the number of securities
of GenVec, Inc. that you or your organization will own immediately after
Closing, including those Offered Securities purchased by you or your
organization pursuant to this Purchase Agreement and those securities purchased
or acquired by you or your organization through other transactions and provide
the number of securities that you have or your organization has the right to
acquire within 60 days of Closing:

    


    
      	   
      
	
               
      

                 

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ANNEX
I

    


    TERMS
AND CONDITIONS FOR PURCHASE OF OFFERED SECURITIES

    


    


    1.            
Agreement to Sell and
Purchase the Offered Securities; Placement Agent.

    


    1.1           Upon
the terms and subject to the conditions hereinafter set forth, at the Closing
(as defined in Section 2 below), the Company will sell to the Investor, and the
Investor will purchase from the Company, the number of shares of Common Stock
and the number of Warrants set forth on Schedule I of this Agreement below such
Investor’s name at the purchase price set forth therein.

    


    1.2           The
Company has entered into a Placement Agency Agreement (the “Placement Agency
Agreement”) dated the date hereof with Merriman Curhan Ford & Co. in its
capacity as Placement Agent for the Offering (the “Placement Agent”), and the
Company has agreed to pay the Placement Agent a fee in respect of the sale of
the Common Stock and Warrants.

    


    2.           
 Delivery of the
Shares at Closing.  The completion of the purchase and sale of
the Offered Securities (the “Closing”) shall take place at a place and time (the
“Closing Date”) to be specified by the Company and the Placement Agent, in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).

    


    The
Company’s obligation to issue and sell the Offered Securities at Closing to the
Investor shall be subject to the accuracy of the representations and warranties
made by the Investor and the fulfillment of those undertakings of the Investor
to be fulfilled prior to the Closing.

    


    The
Investor’s obligation to purchase the Offered Securities shall be subject to the
condition that the Placement Agent shall not have (a) terminated the Placement
Agency Agreement pursuant to the terms thereof or (b) determined that the
conditions to closing in the Placement Agency Agreement have not been
satisfied.

    


    Prior to
the Closing, the Investor shall remit by wire transfer the amount of funds equal
to the aggregate purchase price for the Units being purchased by the Investor to
an account designated by the Placement Agent.  Such funds shall be
held in escrow (without interest) until the Closing and delivered by the
Placement Agent (net of any commissions and expense reimbursements payable to
the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the
Investors to the Company upon the satisfaction, in the sole judgment of the
Placement Agent, of the conditions set forth in the foregoing
paragraph.

    


    At the
Closing, payment shall be made by, or on behalf of, the Investor by release of
funds by the Placement Agent and the Company shall (a) deliver the Offered
Shares purchased by the Investor to the Investor through DTC directly to the
account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver
the Warrants to the Investors at the address set forth on Annex II.

    


    3.           
 Representations,
Warranties and Covenants of the Company.  The Company hereby
represents and warrants to, and covenants with, the Investor, as
follows:

    


    3.1           The
issuance and sale of each of the Offered Shares and the Offered Warrants have
been duly authorized by the Company, and the Offered Shares, when issued and
paid for in accordance with this Agreement, will be duly and validly issued,
fully paid and nonassessable and will not be subject to preemptive or similar
rights.  The Warrant Shares have been duly authorized and reserved for
issuance pursuant to the terms of the Offered Warrants, and the Warrant Shares,
when issued by the Company upon valid exercise of the Offered Warrants and
payment of the exercise price, will be duly and validly issued, fully paid and
nonassessable and will not be subject to preemptive or similar
rights.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.2           Each
of this Agreement and the Warrants constitutes a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms,
subject to the effect of applicable bankruptcy, insolvency or similar laws
affecting creditors’ rights generally and equitable principles of general
applicability.

    


    3.3           For
a period of 60 days from the date hereof, the Company shall not offer or sell
any equity or equity-related securities in any public or private offering to one
or more institutional investors without the Investor’s prior written consent,
which, for the sake of clarity, will not preclude the Company from, among other
things: (i) the offer or sale of the Offered Securities to the Investor as
contemplated hereby; (ii) the offer or sale of equity or equity-related
securities pursuant to benefit plans for the benefit of the Company’s officers,
directors, employees or consultants; (iii) the offer or sale of equity or
equity-related securities pursuant to any shareholder rights plan of the
Company; or (iv) the offer or sale of equity or equity-related securities as
part of a strategic collaboration, license, partnership, venture or similar
transaction.

    


    3.4           The
Company shall not effect any offer or sale of any equity or equity-related
securities that would result in the transactions contemplated hereby becoming
subject to stockholder approval under the rules and regulations of FINRA or the
NASDAQ Global Market.

    


    3.5           It
is understood and acknowledged by the Company that: (i) except pursuant to the
terms of this Agreement and any confidentiality agreement entered into by the
Investor with respect to the transactions contemplated hereby, the Investor has
not been asked by the Company to agree, nor has the Investor 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
Offered Securities for any specified term; (ii) past or future open market or
other transactions by the Investor, 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) the Investor, and
counter-parties in “derivative” transactions to which the Investor is a party,
directly or indirectly, presently may have a “short” position in the Common
Stock, and (iv) the Investor shall not be deemed to have any affiliation with or
control over any arm’s length counter-party in any “derivative” transaction
merely by reason of such “derivative” transaction.  The Company
further understands and acknowledges that (y) subject to the terms of this
Agreement and any confidentiality agreement entered into by the Investor with
respect to the transactions contemplated hereby, the Investor may engage in
hedging activities at various times during the period that the Offered
Securities are outstanding, including, without limitation, during the periods
that the value of the Warrant Shares deliverable with respect to Offered
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.

    


    3.6           The
Company will use its commercially reasonable efforts to maintain the
effectiveness of the registration statement in accordance with the rules and
regulations promulgated by the Securities and Exchange Commission.

    


    3.7           Prior
to 9:30 AM New York City time on May 28, 2009, the Company will issue a press
release (the “Press Release”) via BusinessWire (or other national wire service)
announcing the transaction contemplated by this Agreement.  In
connection with the transactions contemplated by this Agreement, the Company has
not disclosed, or caused to be disclosed, to the Investor any material
non-public information regarding the Company that will not at the time of the
issuance of the Press Release be in the public
domain.

     

    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    

     

    3.8           As
of the Closing Date, the Company shall have duly authorized and reserved for
issuance a number of shares of Common Stock which equals the number
of Offered Warrants.  The Company shall, so long as any of
the Offered Warrants are outstanding, take all action necessary to reserve
and keep available out of its authorized and unissued capital stock,
solely for the purpose of effecting the exercise of the Offered Warrants,
100% of the number of shares of Common Stock issuable upon exercise of the
Warrants.

    


    4.            
Representations,
Warranties and Covenants of the Investor.  The Investor
represents and warrants to the Company as follows:

    


    4.1           The
Investor has received the Company’s base prospectus relating to the Offered
Securities and the free-writing prospectus dated the date hereof.  The
Investor acknowledges that the Investor has received certain additional
information regarding the Offering, including pricing information (the “Offering
Information”). Such Offering Information may be provided to the Investor by any
means permitted under the Securities Act of 1933, as amended, including through
a prospectus supplement, a free writing prospectus and oral
communications.

    


    4.2           The
Investor has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken
all necessary action to authorize the execution, delivery and performance of
this Agreement, and this Agreement constitutes a valid and binding obligation of
the Investor enforceable against the Investor in accordance with its terms,
subject to the effect of applicable bankruptcy, insolvency or similar laws
affecting creditors’ rights generally and equitable principles of general
applicability.

    


    4.3           The
Investor is knowledgeable, sophisticated and experienced in making, and is
qualified to make, decisions with respect to investments in shares representing
an investment decision like that involved in the purchase of the Offered
Securities and has, in connection with its decision to purchase the number of
Offered Securities set forth on Schedule I to the Agreement, relied solely upon
the registration statement, the base prospectus, the free-writing prospectus
dated the date hereof, the Offering Information and any amendments or
supplements thereto and has not relied upon any information provided by the
Placement Agent.

    


    4.4           The
Investor understands that nothing in the registration statement, the base
prospectus, the free-writing prospectus dated the date hereof, the Offering
Information and any amendments or supplements thereto, this Agreement or any
other materials presented to such Investor in connection with the purchase and
sale of the Offered Securities constitutes legal, tax or investment
advice.  The Investor has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of Offered Securities.

    


    4.5           From
and after obtaining knowledge of the sale of the Offered Securities contemplated
hereby, the Investor has not engaged in any purchases or sales of the securities
of the Company (including, without limitation, any Short Sales (as defined
herein) involving the Company’s securities), and has not violated its
obligations of confidentiality.  The Investor covenants that it will not
engage in any purchases or sales of the securities of the Company (including
Short Sales) or disclose any information about the contemplated offering (other
than to its advisors that are under a legal obligation of confidentiality) prior
to the time that the transactions contemplated by this Agreement are publicly
disclosed.  The Investor agrees that it will not use any of the Units
acquired pursuant to this Agreement to cover any short position in the Common
Stock if doing so would be in violation of applicable securities laws.  For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as
defined in Rule 200 promulgated under Regulation SHO under the Exchange Act,
whether or not against the box, and all types of direct and indirect stock
pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put
equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and
similar arrangements (including on a total return basis), and sales and other
transactions through non-US broker dealers or foreign regulated
brokers.

     

    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    

    
 

    5.           Survival of Representations,
Warranties and Agreements.  Notwithstanding any investigation
made by any party to this Agreement, all covenants, agreements, representations
and warranties made by the Company and the Investor herein shall survive the
execution of this Agreement, the delivery to such Investor of the Offered
Securities being purchased and the payment therefor.

    


    6.           Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing, shall be mailed (A) if within domestic United States, by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, or by facsimile, or (B) if delivered from outside the
United States, by International Federal Express or facsimile, and shall be
deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by a nationally
recognized overnight carrier, one business day after so mailed, (iii) if
delivered by International Federal Express, two business days after so mailed,
(iv) if delivered by facsimile, upon electronic confirmation of receipt and
shall be delivered as addressed as follows: (a) if to the Company, at the office
of the Company, 65 West Watkins Mill Road, Gaithersburg, MD  20878,
Attention: Douglas J. Swirsky, with copies to Hogan & Hartson LLP, 111 S.
Calvert Street, Suite 1600, Baltimore, MD  21202, Attention: Asher M.
Rubin, Esq.; and (b) if to an Investor, at its address on Schedule I hereto, or
at such other address or addresses as may have been furnished to the Company in
writing by such Investor.

    


    7.           Changes.  This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the Investor.

    


    8.           Headings.  The
headings of the various sections of this Agreement have been inserted for
convenience or reference only and shall not be deemed to be part of this
Agreement.

    


    9.           Severability.  In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.

    


    10.           Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without giving
effect to the principles of conflicts of law.

    


    11.           Counterparts;
Facsimile.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute one instrument, and shall become effective when
one or more counterparts have been signed by each party hereto and delivered to
the other parties.  Facsimile signatures shall be as effective as
original signatures.

     

    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    

     

    Annex II

     

    GENVEC,
INC.

     

    INVESTOR
QUESTIONNAIRE

     

    Pursuant
to Annex I to
the Agreement, please provide us with the following information:

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	1.	
                                                  The
      exact name that your Shares and Warrants are to be registered
      in.  You may use a nominee name if appropriate:

                                                	 	  
      
	 	 	 	 
	2.	
                                                  The
      relationship between the Investor and the registered holder listed in
      response to item 1 above:

                                                	 	  
      
	 	 	 	 
	3.	
                                                  The
      mailing address of the registered holder listed in response to item 1
      above:

                                                	 	 
        
	 	 	 	 
	4.	
                                                  The
      Social Security Number or Tax Identification Number of the registered
      holder listed in the response to item 1 above:

                                                	 	 
        
	 	 	 	 
	5.	
                                                  Name
      of DTC Participant (broker-dealer at which the account or accounts to be
      credited with the Shares are maintained):

                                                	 	 
        
	 	 	 	 
	6.	
                                                  DTC
      Participant Number:

                                                	 	 
        
	 	 	 	 
	7.	
                                                  Name
      of Account at DTC Participant being credited with the
    Shares:

                                                	 	 
        
	 	 	 	 
	8.	
                                                  Account
      Number at DTC Participant being credited with the Shares: