Armada Hoffler Properties, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 29th, 2024 • Armada Hoffler Properties, Inc. • Real estate • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20__, 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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ARMADA HOFFLER PROPERTIES, INC. (a Maryland corporation) 3,500,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2022 • Armada Hoffler Properties, Inc. • Real estate • New York

Armada Hoffler Properties, Inc., a Maryland corporation (the “Company”), and Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), confirm their agreement with BofA Securities, Inc. (“BofA”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 525,000

CONTRIBUTION AGREEMENT William Christopher Harvey
Contribution Agreement • April 26th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of February 11, 2013 by and among William Christopher Harvey (“Contributor”), Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership”) and Armada Hoffler Properties, Inc., a Maryland corporation (the “REIT”).

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 23, 2022 among ARMADA HOFFLER, L.P., as Borrower, ARMADA HOFFLER PROPERTIES, INC., as Parent, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party...
Credit Agreement • October 6th, 2022 • Armada Hoffler Properties, Inc. • Real estate • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 23, 2022, among ARMADA HOFFLER, L.P., a Virginia limited partnership (“Borrower”), ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 3, 2019 among ARMADA HOFFLER, L.P., as Borrower, ARMADA HOFFLER PROPERTIES, INC., as Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...
Credit Agreement • October 9th, 2019 • Armada Hoffler Properties, Inc. • Real estate • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 3, 2019, among ARMADA HOFFLER, L.P., a Virginia limited partnership (“Borrower”), ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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.

ATM EQUITY OFFERINGSM SALES AGREEMENT
Equity Offeringsm Sales Agreement • February 26th, 2018 • Armada Hoffler Properties, Inc. • Real estate • New York
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSBY AND BETWEENEOSII AT THAMES STREET WHARF, LLC, a Delaware limited liability company (“Seller”) AND 1300 THAMES STREET OFFICE, LLC a Virginia limited liability company (“Buyer”)
Purchase and Sale Agreement and Escrow Instructions • August 5th, 2019 • Armada Hoffler Properties, Inc. • Real estate • Maryland

Tenant Lease Document Date AHP Construction, LLC Lease 6/20/2014 Confirmation Notice 10/22/2014 Avery Dennison Retail Information Services, LLC Lease 2/28/2014 Rent Commencement Letter 10/1/2014 Consent To Sublease 2/11/2019 Beatty Development Group, LLC Lease 7/1/2013 First Amendment 10/10/2013 Second Amendment 2/5/2014 Horsetail Technologies, LLC Lease 7/28/2015 Initial Certificate 12/30/2015 Johns Hopkins Medicine International, LLC Lease 11/30/2011 First Amendment 8/5/2015 Initial Certificate - Expansion 3/27/2017 Morgan Stanley Services Group, Inc. Lease 11/12/2007 First Amendment 12/21/2009 Second Amendment 2/21/2012 Third Amendment 8/7/2013 Fourth Amendment 7/11/2016 Fifth Amendment 6/18/2018 Sixth Amendment 12/18/2018 Thames Street Café, LLC Lease 11/11/2013 First Amendment 4/16/2014 Second Amendment 7/28/2014 Third Amendment 9/1/2017

OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT
Option and Right of First Refusal Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

THIS OPTION AND RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”), effective as of this 1st day of May, 2013 (the “Effective Date”), by and between COURTHOUSE MARKETPLACE PARCEL 7, L.L.C., a Virginia limited liability company (hereinafter referred to as “Owner”), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462, and ARMADA HOFFLER, L.P., a Virginia limited partnership (hereinafter referred to as “Optionee”), whose address is 222 Central Park Ave., Suite 2100, Virginia Beach, Virginia 23462 (sometimes individually referred to as the “Party” and collectively referred to as the “Parties”).

FORM OF REGISTERED FORWARD CONFIRMATION
Armada Hoffler Properties, Inc. • March 10th, 2020 • Real estate • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

CREDIT AGREEMENT Dated as of May 13, 2013 among ARMADA HOFFLER, L.P., as Borrower, ARMADA HOFFLER PROPERTIES, INC., as Parent, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto REGIONS BANK, as...
Credit Agreement • May 17th, 2013 • Armada Hoffler Properties, Inc. • Real estate • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 13, 2013, among ARMADA HOFFLER, L.P., a Virginia limited partnership (“Borrower”), ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

CONTRIBUTION AGREEMENT Daniel A. Hoffler
Contribution Agreement • April 26th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of February 11, 2013, by and among Daniel A. Hoffler (“Contributor”), Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership”) and Armada Hoffler Properties, Inc., a Maryland corporation (the “REIT”).

Armada Hoffler Properties, Inc. Common Stock ($0.01 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENT
Terms Agreement • May 5th, 2015 • Armada Hoffler Properties, Inc. • Real estate • New York

Armada Hoffler Properties, Inc., a Maryland corporation (the “Company”), and Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), propose that the Company, subject to the terms and conditions stated herein, may issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having an aggregate gross sales price of up to $50,000,000 (the “Shares”), on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreemen

3,000,000 Shares ARMADA HOFFLER PROPERTIES, INC. Common Stock, $0.01 par value per share UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2015 • Armada Hoffler Properties, Inc. • Real estate • New York

Armada Hoffler Properties, Inc., a Maryland corporation (the “Company”), and Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), propose that the Company will issue and sell to Raymond James & Associates, Inc. (“Raymond James”), Robert W. Baird & Co. Incorporated (“Baird”), Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus” and, together with Raymond James and Baird, the “Representatives”) and the several Underwriters named in Schedule I hereto (the “Underwriters”) 3,000,000 shares of the common stock, $0.01 par value per share, of the Company (the “Firm Shares”) pursuant to this Underwriting Agreement (this “Agreement”).

Construction Loan Agreement among Hopkins Village, LLC as Borrower and Bank of America, N.A., as Administrative Agent and The Other Financial Institutions Party Hereto Dated as of July 30, 2015 Bank of America Merrill Lynch, as Sole Arranger and Sole...
Construction Loan Agreement • August 5th, 2015 • Armada Hoffler Properties, Inc. • Real estate • Virginia

THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”) is made by and among each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”), and Bank of America, N.A., a national banking association, as Administrative Agent, and Hopkins Village, LLC (“Borrower”), who agree as follows:

CONTRIBUTION AGREEMENT D&F Beach, L.L.C.
Contribution Agreement • April 12th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of February 1, 2013 by and among D&F Beach, L.L.C. (the “Contributor”), Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership”) and Armada Hoffler Properties, Inc., a Maryland corporation (the “REIT”).

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.

ARMADA HOFFLER PROPERTIES, INC. Executive Stock Award Agreement
Executive Stock Award Agreement • February 25th, 2020 • Armada Hoffler Properties, Inc. • Real estate • Maryland

THIS EXECUTIVE STOCK AWARD AGREEMENT (the “Agreement”), dated as of ____________, governs the Stock Award granted by ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (the “Company”), to ____________ (the “Participant”), in accordance with and subject to the provisions of the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 26, 2017 among ARMADA HOFFLER, L.P., as Borrower, ARMADA HOFFLER PROPERTIES, INC., as Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other...
Credit Agreement • November 1st, 2017 • Armada Hoffler Properties, Inc. • Real estate • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 26, 2017, among ARMADA HOFFLER, L.P., a Virginia limited partnership (“Borrower”), ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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”).

CONTRIBUTION AGREEMENT
Contribution Agreement • April 26th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of February 12, 2013, by and among A. Russell Kirk (“Contributor”), Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership”) and Armada Hoffler Properties, Inc., a Maryland corporation (the “REIT”).

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FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • January 13th, 2016 • Armada Hoffler Properties, Inc. • Real estate

THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “First Amendment”) is entered into as of this 10th day of November, 2015 (the “Effective Date”), by and between AH RICHMOND TOWER I, LLC, a Virginia limited liability company (“Seller”), and KIRELAND MANAGEMENT, LLC, a Florida limited liability company (“Buyer”).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement • August 5th, 2019 • Armada Hoffler Properties, Inc. • Real estate

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “First Amendment”) is made as of the 7th day of June, 2019, by and between EOSII AT THAMES STREET WHARF, LLC, Delaware limited liability company (“Seller”), and 1300 THAMES STREET OFFICE, LLC, a Virginia limited liability company (“Buyer”). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

Common Stock ($0.01 par value per share) ($0.01 par value per share) ATM EQUITY OFFERING SALES AGREEMENT
Equity Offering Sales Agreement • March 10th, 2020 • Armada Hoffler Properties, Inc. • Real estate • New York

Each of Armada Hoffler Properties, Inc., a Maryland corporation (the “Company”), and Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), confirms its agreement with (i) each of Jefferies LLC, Robert W. Baird & Co. Incorporated and Regions Securities LLC as sales agent, forward seller (in the case of Jefferies LLC) and/or principal (in any such capacity, each, an “Agent,” and collectively, the “Agents”), and (ii) Jefferies LLC (in such capacity, the “Forward Purchaser”) on the terms set forth in this ATM Equity Offering Sales Agreement (the “Agreement”). For purposes of clarity, it is understood and agreed by the parties hereto that, if Forward Hedge Shares (as defined below) are offered or sold through the applicable Agent acting as forward seller for the Forward Purchaser, then such Agent, as forward seller, shall be acting as sales agent for such Forward Purchaser with respect to the offering a

ARMADA HOFFLER PROPERTIES, INC. Director Stock Award Agreement
Director Stock Award Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Maryland

THIS DIRECTOR STOCK AWARD AGREEMENT (the “Agreement”), dated as of the day of , 2013, governs the Stock Award granted by ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Company’s 2013 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

ASSET PURCHASE AGREEMENT by and among AHP ASSET SERVICES, LLC, as Buyer, and ARMADA HOFFLER HOLDING COMPANY, INC., as Seller Dated as of May 1, 2013
Asset Purchase Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This ASSET PURCHASE AGREEMENT (the “Agreement”), made as of May 1, 2013, by and among AHP Asset Services, LLC, a Virginia limited liability company (the “Buyer”), and Armada Hoffler Holding Company, Inc., a Virginia corporation and Armada Hoffler Holding Company, L.L.C., a Virginia limited liability company (collectively, the “Seller”), recites and provides as follows:

CONTRIBUTION AGREEMENT
Contribution Agreement • April 26th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of February 1, 2013 by and among the undersigned persons and entities under the heading “Contributors” on the signature page of this Agreement (each, a “Contributor” and, collectively, “Contributors”), Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership”) and Armada Hoffler Properties, Inc., a Maryland corporation (the “REIT”).

OPTION TRANSFER AGREEMENT
Option Transfer Agreement • August 14th, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia

THIS OPTION TRANSFER AGREEMENT (this “Agreement”), dated May 10, 2013, is made by and among TOWN CENTER ASSOCIATES, L.L.C., a Virginia limited liability company (“TCA”); ARMADA/HOFFLER PROPERTIES, L.L.C., a Virginia limited liability company (“AHP”); CITY CENTER ASSOCIATES, L.L.C., a Virginia limited liability company (“CCA”); and ARMADA HOFFLER, L.P., a Virginia limited partnership (“AH LP”).

Armada Hoffler Properties, Inc. Common Stock ($0.01 par value per share)
Armada Hoffler Properties, Inc. • February 28th, 2023 • Real estate • New York

Reference is made to the ATM Equity Offering Sales Agreement, dated as of March 10, 2020 (the “Agreement”), by and among Armada Hoffler Properties, Inc., a Maryland corporation (the “Company”), and Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership”) and each of Jefferies LLC, Robert W. Baird & Co. Incorporated and Regions Securities LLC as sales agent, forward seller (in the case of Jefferies LLC) and/or principal, and (ii) Jefferies LLC in its capacity as Forward Purchaser (together with the Company and the Operating Partnership, the “Parties”) related to the issuance and sale of the Company’s common stock, par value $0.01 per share, and the Company’s 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share, pursuant to the terms thereof. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

PURCHASE AND SALE AGREEMENT dated December 3, 2015
Assignment and Assumption Agreement • March 2nd, 2016 • Armada Hoffler Properties, Inc. • Real estate • New York

This Purchase and Sale Agreement (this “Agreement”) is dated and made as of the 3rd day of December, 2015 (the “Effective Date”) by and between DDR-SAU South Square, L.L.C., a Delaware limited liability company (“South Square Seller”), DDR-SAU Durham Patterson, L.L.C., a Delaware limited liability company (“Patterson Place Seller”), DDR-SAU Wendover Phase II, L.L.C., a Delaware limited liability company (“Wendover Village II Seller”), DDR-SAU Salisbury Alexander, L.L.C., a Delaware limited liability company (“Alexander Pointe Seller”), DDR-SAU Winston-Salem Harper Hill, L.L.C., a Delaware limited liability company (“Harper Hills Seller”), DDR-SAU Greer North Hampton Market, L.L.C., a Delaware limited liability company (“North Hampson Seller”), DDR-SAU Nashville Willowbrook, L.L.C., a Delaware limited liability company (“Willowbrook Seller”), DDR-SAU South Bend Broadmoor, L.L.C., a Delaware limited liability company (“Broadmoor Seller”), DDR-SAU Oakland, L.L.C., a Delaware limited liabi

AMENDMENT NO. 1 TO ATM Equity OfferingSM Sales Agreement
Armada Hoffler Properties, Inc. • August 5th, 2019 • Real estate • New York

Reference is made to that certain ATM Equity OfferingSM Sales Agreement, dated February 26, 2018 (including each exhibit and annex attached thereto, the “Agreement”), among Armada Hoffler Properties, Inc., a Maryland corporation (the “Company”), Armada Hoffler, L.P., a Virginia limited partnership (the “Operating Partnership”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the Company may issue and sell through Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as agent and/or principal, shares of Common Stock having an aggregate gross sales price of up to $125,000,000.

AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • November 1st, 2017 • Armada Hoffler Properties, Inc. • Real estate • New York

THIS AMENDED AND RESTATED GUARANTY AGREEMENT is executed as of October 26, 2017, by EACH OF THE SUBSIDIARIES OF ARMADA HOFFLER, L.P., a Virginia limited partnership (“Borrower”), LISTED ON SCHEDULE 1 ATTACHED HERETO or which become a party hereto pursuant to Section 20 below (each a “Guarantor” and collectively, “Guarantors”), for the benefit of the Credit Parties defined below.

SEPARATION AND GENERAL RELEASE AGREEMENT
Separation and General Release Agreement • February 28th, 2019 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This Separation and General Release Agreement (the “Agreement”), dated November 9, 2018, is made by and between Eric L. Smith (“Executive”) and Armada Hoffler Properties, Inc. (together with its subsidiaries and affiliates, the “Company”). This Agreement shall be effective as of the last date this Agreement is signed below by the Parties (the “Effective Date”).

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARMADA HOFFLER, L.P.
Agreement • May 15th, 2014 • Armada Hoffler Properties, Inc. • Real estate • Virginia

This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P. is made as of March 19, 2014 by Armada Hoffler Properties, Inc., a Maryland corporation, as the sole general partner (the “General Partner”) of Armada Hoffler, L.P., a Virginia limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 13, 2013 (the “Partnership Agreement”). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

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