0001193125-13-436689 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 12th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2013, by and between Armada Hoffler Properties, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”). See Schedule A for a list of officers and directors who have entered into this Indemnification Agreement with the Company.

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMADA HOFFLER, L.P. (a Virginia limited partnership)
Armada Hoffler Properties, Inc. • November 12th, 2013 • Real estate • Virginia

Armada Hoffler, L.P. (the “Partnership”) was formed as a limited partnership under the laws of the Commonwealth of Virginia, pursuant to a Certificate of Limited Partnership filed with the Virginia State Corporation Commission effective as of October 16, 2012 and an Agreement of Limited Partnership entered into as of October 16, 2012 (the “Original Agreement”), by and between Armada Hoffler Properties, Inc., a Maryland corporation (the “General Partner”), and Louis S. Haddad (the “Original Limited Partner”). This First Amended and Restated Agreement of Limited Partnership is entered into this 13th day of May, 2013 among the General Partner and the Limited Partners set forth on Exhibit A hereto, for the purpose of amending and restating the Agreement of Limited Partnership.

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT
Representation, Warranty and Indemnity Agreement • November 12th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2013, and is effective as of the Closing Date (as defined herein), by and among Armada Hoffler Properties, Inc., a Maryland corporation (the “REIT”), Armada Hoffler, L.P., a Virginia limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Acquirer”), and Daniel A. Hoffler ( the “Principal”). Certain capitalized terms used herein are defined in Section 4.2 hereof.

TAX PROTECTION AGREEMENT
Tax Protection Agreement • November 12th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2013 by and among ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (the “REIT”), ARMADA HOFFLER, L.P., a Virginia limited partnership (the “Partnership”), and the contributors listed on the signature page to this Agreement (the “Contributors”).

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