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EXHIBIT C
ASSIGNMENT OF SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
This Assignment of Series A Convertible Preferred Stock Purchase
Agreement ("Assignment") is made by and between AEW PARTNERS, L.P., a Delaware
limited partnership ("AEW") and BED PREFERRED NO. 1 LIMITED PARTNERSHIP, a
Delaware limited partnership ("Assignee").
Reference is made to that certain Series A Convertible Preferred Stock
Purchase Agreement, dated as of May 18th, 1995, by and between AEW, BEDFORD
PROPERTY INVESTORS, INC. a Maryland corporation (the "Company"), and XXXXX X.
XXXXXXX, as heretofore amended (as amended, the "Agreement"). All capitalized
terms referred to herein but not otherwise defined shall have the meanings given
to them in the Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt of which is hereby
acknowledged, AEW hereby assigns to Assignee all of AEW's right, title, interest
and claim in and to the Agreement. Assignee hereby assumes all of AEW's
covenants, liabilities and obligations under the Agreement.
In connection with this Assignment and as required by Section 11.4 of
the Agreement as a condition to the release of AEW of all liabilities and
obligations under the Agreement, Assignee does hereby make, in it's own name and
on its own behalf, all of the representation and warranties made by AEW under
Section 4 of the Agreement with the exception of that portion of the
representation and warranty set forth in section 4.5(c) of the Agreement to the
effect that the purchasing entity was not formed or capitalized for the purpose
of investing in the Shares. Notwithstanding the foregoing, AEW hereby agrees
that the representations made by it in Section 4.5(c) of the Agreement are true
and correct as of the date hereof, and that the release provided for in the
foregoing sentence shall not apply with respect to such representation.
This Assignment shall be binding on and inure to the benefit of the
parties hereto, their respective heirs, executors, administrators,
successors-in-interest and assigns.
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This Assignment shall be deemed to be made and effective upon the
Closing Date. Prior to such Closing Date, this Assignment shall be of no force
or effect.
DATE: September 18, 1995
AEW: AEW PARTNERS L.P., A DELAWARE LIMITED PARTNERSHIP
By: AEW/L.P., a Delaware limited partnership,
its General Partner
By: AEW, Inc., a Delaware corporation, its
General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Its: President
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ASSIGNEE: BED PREFERRED NO. 1 LIMITED PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP
By: Bed Preferred No. 2 Limited Partnership, a
Delaware limited partnership, its General
Partner
By: Eastrich No. 165 Corporation, a
Delaware corporation,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Its: President
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