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EXHIBIT B
AMENDMENT NO. 1
TO
SERIES A CONVERTIBLE PREFERRED
STOCK PURCHASE AGREEMENT
This Amendment No. 1 (the "Amendment") to the Series A Convertible
Preferred Stock Purchase Agreement (the "Agreement") among AEW Partners, L.P.,
Bedford Property Investors, Inc. and Xxxxx X. Xxxxxxx, originally dated as of
May 18, 1995, is entered into this 11th day of September, 1995.
The parties hereto wish to amend the Agreement.
The parties hereto hereby agree as follows:
AGREEMENT
1. The second sentence of Section 4.6 of the Agreement is hereby deleted
in its entirety.
2. Section 6 of the Agreement is hereby amended by adding thereto, as
Section 6.9, the following:
6.9 REIT OWNERSHIP. During the period that AEW or its Preclosing
Affiliate continues to own Shares representing more than 5% of the value
of the outstanding shares of the Company, applying the stock ownership
rules of Code Section 856(h) AEW or its Preclosing Affiliate shall
continue to be treated as a partnership and no partner of AEW or member
of its Preclosing Affiliate (other than AEW) will be treated as the
owner of more than 8.2% of the Outstanding Shares of the Company;
provided, however, that this percentage will be reduced in proportion to
the reduction in the Outstanding Shares resulting from any redemption of
the Shares.
3. Section 10.1 of the Agreement is hereby amended by replacing the date
"September 15, 1995" in each place where it appears with the date "September 30,
1995".
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The parties hereto have executed this Amendment as of the date first
written above.
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/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Vice President
BEDFORD PROPERTY INVESTORS
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Its: Chief Executive Officer
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