Purchase Agreement

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.

AGREED AND ACCEPTED:

GENVEC, INC.

SCHEDULE I

SCHEDULE OF INVESTORS

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