Exhibit 4.1



 EXHIBIT 4.1 

 

			
	 Number *0*
	  	Shares *0*

  

			
		  	 SEE REVERSE FOR IMPORTANT
 NOTICE ON TRANSFER RESTRICTIONS
 AND OTHER
INFORMATION


  

							
		 	THIS CERTIFICATE IS TRANSFERABLE	  	CUSIP                     	  	
		 	                IN THE CITIES OF
                            	  		  	

 ARMADA HOFFLER PROPERTIES, INC. 

a Corporation Formed Under the Laws of the State of Maryland 
 THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of Common Stock, $0.01 par value per share, of 

Armada Hoffler Properties, Inc. 
 (the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Charter of the Corporation and the Bylaws of the Corporation and any amendments thereto. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar. 
 IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be executed on its behalf by its duly authorized officers this      day of         ,
            . 
  

					
	 Countersigned and Registered:
	 		  	
	 Transfer Agent
	 		  	                            
                                         
         (SEAL)
	 and Registrar
	 		  	Chief Executive Officer and President
			
	 By:
                                         
                       
	 		  	  

	       Authorized Signature
	 		  	Chief Financial Officer and Treasurer








 IMPORTANT NOTICE 

The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by Section
2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i) the
differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport
to be complete and is subject to and qualified in its entirety by reference to the Charter of the Corporation, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the
Corporation at its principal office. 
 The shares represented by this certificate are subject to restrictions on Beneficial
Ownership and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”).
Subject to certain further restrictions and except as expressly provided in the Corporation’s Charter, (i) no Person may Beneficially Own or Constructively Own shares of any class or series of Capital Stock of the Corporation in excess of the
Stock Ownership Limit, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own shares of Capital Stock that would result in the Corporation being “closely
held” under Section 856(h) of the Code; (iii) no Person may Transfer shares of Capital Stock if such Transfer would result in the Capital Stock of the Corporation being owned by fewer than 100 Persons; (iv) no Person may Beneficially Own or
Constructively Own shares of Capital Stock that would cause the Corporation to Constructively Own 10% or more of the ownership interests in a tenant (other than a TRS) of the Corporation’s real property within the meaning of Section
856(d)(2)(B) of the Code; and (v) no Person may Beneficially Own or Constructively Own shares of Capital Stock that would otherwise cause the Corporation to fail to qualify as a REIT, including, but not limited to, as a result of any “eligible
independent contractor” (as defined in Section 856(d)(9)(A) of the Code) that operates a “qualified lodging facility” (as defined in Section 856(d)(9)(D)(i) of the Code) on behalf of a TRS failing to qualify as such. Any Person who
acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock which causes or may cause a Person to Beneficially Own or Constructively Own shares of Capital Stock in excess or in violation of
the above limitations must immediately notify the Corporation or, in the case of a proposed or attempted transaction, give at least 15 days prior written notice to the Corporation. If any of the restrictions on transfer or ownership provided in (i),
(ii), (iv) or (v) above are violated, the shares of Capital Stock in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. In
addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions
described above. Furthermore, if the ownership restriction provided in (iii) above would be violated, or upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio.
All capitalized terms in this legend have the meanings given to them in the Charter of the Corporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each
holder of shares of Capital Stock of the Corporation on request and without charge. Requests for such a copy may be directed to the Secretary of the Corporation at its principal office. 

 
  

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, DESTROYED, STOLEN OR MUTILATED, THE CORPORATION 

WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. 

 
  

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written
out in full according to applicable laws or regulations: 
  

															
		 	 TEN COM
	 	-	  	as tenants in common	  		  	UNIF GIFT MIN ACT                     
            	 	Custodian                           
  	  	
		 	 TEN ENT
	 	 -
	  	as tenants by the entireties	  		  	(Custodian)            	 	                    (Minor)	  	
		 	 JT TEN
	 	 -
	  	as joint tenants with right	  		  	                    under Uniform Gifts to
Minors Act of	  	
		 		 		  	of survivorship and not as tenants in common	  		  	  

                      
                          
                                   
    (State)
	  	
		 		 		  		  	  
 Additional abbreviations may also
be used though not in the above list.


 FOR VALUE RECEIVED,
                             HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO 

 
  
 (Please Print or Typewrite Name and Address, Including Zip Code, of Assignee) 
  

 
 (Please Insert Social Security or other
Identifying Number of Assignee) 

                         
            (                ) shares of Common Stock of the Corporation represented by this Certificate
and does hereby irrevocably constitute and appoint
                                        
attorney to transfer the said shares of Common Stock on the books of the Corporation, with full power of substitution in the premises. 
  

					
	
Dated                     

	 		  	  

		 		  	NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any
Change Whatsoever.