OPTION AND RIGHT OF FIRST REFUSAL AGREEMENTOption 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”).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of , 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 AgreementExecutive Stock Award Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Maryland
THIS EXECUTIVE 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.
TAX PROTECTION AGREEMENTTax Protection Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of __________, 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”).
ARMADA HOFFLER PROPERTIES, INC. Director Stock Award AgreementDirector 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, 2013Asset 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:
OPTION AGREEMENTOption Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia
THIS OPTION AGREEMENT (this “Agreement”), dated May 1, 2013, is made by and among ARMADA/HOFFLER PROPERTIES, L.L.C., a Virginia limited liability company (“AHP”), and ARMADA HOFFLER, L.P., a Virginia limited partnership (“AH LP”).
ASSET PURCHASE AGREEMENT by and among AHP CONSTRUCTION, LLC, as Buyer, and ARMADA/HOFFLER CONSTRUCTION COMPANY and ARMADA/HOFFLER CONSTRUCTION COMPANY OF VIRGINIA, as Sellers Dated as of May 1, 2013Asset Purchase Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia
This ASSET PURCHASE AGREEMENT, made as of May 1, 2013, by and among AHP Construction, LLC, a Virginia limited liability company (“Buyer”), Armada/Hoffler Construction Company, a Virginia corporation (“Armada/Hoffler”), Armada/Hoffler Construction Company of Virginia, a Virginia corporation (“Armada/Hoffler of Virginia”, and together with “Armada/Hoffler”, each, a “Seller”, and collectively, the “Sellers”), and Daniel A. Hoffler (solely for purposes of Section 10.13) recites and provides as follows:
LIMITED LIABILITY COMPANY OWNERSHIP INTERESTS CONTRIBUTION AGREEMENTOwnership Interest Contribution Agreement • May 2nd, 2013 • Armada Hoffler Properties, Inc. • Real estate • Virginia
THIS LIMITED LIABILITY COMPANY OWNERSHIP INTERESTS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of this 1st day of May, 2013 (the “Effective Date”), by and between ARMADA HOFFLER PROPERTIES, INC., a Maryland corporation (the “REIT”) and the General Partner of Buyer; ARMADA HOFFLER, L.P., a Virginia limited partnership (the “Buyer” or “Operating Partnership”); WASHINGTON AVENUE ASSOCIATES, L.L.C., a Virginia limited liability company (the “Seller”); and WASHINGTON AVENUE APARTMENTS, L.L.C., a Virginia limited liability company (the “Company”). The Seller, being the holder of the Company’s membership interests, together with the Company itself are referred to hereinafter as the “Contributor”. The Company joins in the execution of this Agreement for the sole purpose of consenting to the transactions contemplated herein.
