Specimen Cert for the 7.625% Series B Cumltve Redmble Prefd Stock



 Exhibit 4.3 
  
 Bedford Property Investors, Inc. 
  

					
	 NUMBER
	 	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF MARYLAND
	 	SHARES
			
	 7.625% SERIES B
 CUMULATIVE
 REDEEMABLE
 PREFERRED STOCK
	 	 	 	 SEE REVERSE FOR
 IMPORTANT NOTICE ON
 TRANSFER RESTRICTIONS
 AND OTHER INFORMATION

			
	 LIQUIDATION PREFERENCE
 $25.00 PER SHARE
	 	 	 	CUSIP 076446 60 8

  
 THIS CERTIFIES THAT 
  
 **SPECIMEN** 
  
 IS THE OWNER
OF                                       
                   
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF 7.625% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK of Bedford Property Investors, Inc. (the “Corporation”), transferable on the books of the Corporation by the
holder hereof 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 articles of incorporation
(the “Charter”) and bylaws of the Corporation, as amended and supplemented, copies of which are on file with the Corporation and the Transfer Agent, to all of which the holder, by his acceptance hereof, assents. This Certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar. 
  
 Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

					
			
	
 Authorized
 Signature
	  	
 Authorized
 Signature
	 	[SEAL]

  
 Dated:                                     
                                       
     
  
 COUNTERSIGNED AND REGISTERED: 

 
 EquiServe Trust Company, N.A. (Jersey City, NJ) 
 Transfer Agent and Registrar 
  

	
	
	  
	

	 Authorized
 Signature









 IMPORTANT NOTICES 
  
 The shares represented by this Certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose
of the Corporation’s maintenance of its status as a REIT 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 or Constructively Own shares of the Corporation’s Common Stock in excess of 9.8% (in value or number of shares) of the outstanding shares of Common Stock of the Corporation unless such Person is an Excepted Holder (in
which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own shares of Capital Stock of the Corporation in excess of 9.8% of the value of the total outstanding shares of Capital Stock of the
Corporation, unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or Constructively Own Capital Stock that would result in the Corporation being “closely
held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iv) 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. Any Person who Beneficially or Constructively owns or attempts to Beneficially or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively own shares of Capital Stock in
excess or in violation of the above limitations must immediately notify the Corporation. If any of the restrictions on transfer or ownership are violated, the shares of Capital Stock represented hereby will be automatically transferred to a Trustee
of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, 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 defined 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 Capital Stock of the Corporation on
request and without charge. 
  
 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 or to the Transfer Agent. 







 For the value
received,                                      
                           hereby sell, assign and transfer unto 
  
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE 
  

  

  
 shares of the Preferred Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
                                        
                                     Attorney to transfer the said
stock on the books of the within named 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 WHATEVER.