Amendment No. 6 to the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership

 

This Amendment No. 6 to the First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P. (this “Sixth Amendment”) is made as of August 17, 2020 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 First Amended and Restated Agreement of Limited Partnership of Armada Hoffler, L.P., dated as of May 13, 2013, as amended by Amendment No. 1 thereto dated as of March 19, 2014, by Amendment No. 2 thereto dated as of July 10, 2015, by Amendment No. 3 thereto dated as of June 17, 2019, by Amendment No. 4 thereto dated as of March 6, 2020 and by Amendment No. 5 thereto dated as of July 2, 2020 (as amended, the “Partnership Agreement”). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

WHEREAS, pursuant to Article XI of the Partnership Agreement, the General Partner hereby amends the Partnership Agreement as follows in connection with the Articles Supplementary of the General Partner designating additional shares of the 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), of the General Partner.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Partnership Agreement hereby is amended as follows:  

“1) Designation and Number. A series of Partnership Units, designated as the “6.75% Series A Cumulative Redeemable Perpetual Preferred Units,” hereby is established. The number of Series A Preferred Units shall be 9,980,000.”

IN WITNESS WHEREOF, the undersigned has executed and agrees to be bound by this Sixth Amendment as of the date first written above.