Exhibit 4.1




	
  

  	
  Exhibit 4.3
  6.45% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK 6.45% SERIES E
  CUMULATIVE REDEEMABLE PREFERRED STOCK INCORPORTED UNDER THE LAWS OF THE STATE
  OF MARYLAND SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND
  OTHER INFORMATION CUSIP 015271 70 3 ALEXANDRIA REAL ESTATE EQUITIES, INC.
  THIS CERTIFIES THAT SPECIMEN is the record holder of FULLY PAIN AND
  NONASSESSABLE SHAREs OF THE 6.45% SERIES E CUMULATIVE REDEEMABLE PREFERRED
  STOCK, PAR VALUE $0.01 PER SHARE (THE “SERIES E PREFERRED STOCK”), OF BY
  COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY,
  LLC (New york, NY) TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE
  SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER Alexandria Real Estate
  Equities, Inc. (the “Company”) transferable on the books of the Company by
  the holder hereof in person or by duly authorized agent upon surrender of
  this Certificate properly endorsed. This Certificate is not valid until
  countersigned by the Transfer Agent and registered by the Registrar. This
  Certificate and the shares represented hereby are issued and shall be subject
  to all of the provisions of the charter (the “Charter”) and the Bylaws of the
  Company and any amendments thereto. Witness the seal of the Company and the
  facsimile signatures of its duly authorized officers. 

  






 


 














	
  

  	
  IMPORTANT
  NOTICE THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK WHICH ARE
  DESIGNATED AS COMMON STOCK AND PREFERRED STOCK. THE PREFERRED STOCK MAY BE
  ISSUED IN ONE OR MORE SERIES OR CLASSES. THE BOARD OF DIRECTORS IS AUTHORIZED
  TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH SERIES
  OR CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF ANY SUCH SERIES OR CLASS
  OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
  STOCKHOLDER MAKING A REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND 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 COMPANY HAS THE AUTHORITY TO ISSUE AND, SINCE
  THE COMPANY IS AUTHORIZED TO ISSUE PREFERRED STOCK IN SERIES OR CLASSES, (i)
  THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF
  EACH SERIES OR CLASS TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD
  OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OR
  CLASSES. REQUEST FOR SUCH WRITTEN STATEMENT MUST BE DIRECTED TO THE SECRETARY
  OF THE COMPANY AT ITS PRINCIPAL OFFICE. THE FOREGOING SUMMARY DOES NOT
  PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QAUALIFIED IN ITS ENTIRETY BY
  REFERENCE TO THE CHARTER OF THE COMPANY. The shares of Series E Preferred
  Stock represented by this Certificate are subject to restrictions on transfer
  for the purpose of establishing or maintaining the Company’s status as a real
  estate investment trust under the Internal Revenue Code of 1986, as amended
  (the “Code”). No person may Beneficially Own shares in excess of the
  Ownership Limit, which may increase or decrease from time to time, unless
  such Person is an Excepted Holder. Any Person who attempts to beneficially
  own shaes in violation of the above limitation must immediately notify the
  Company. If the restrictions on ownership or transfer are violated, the
  shares represented hereby will be automatically exchanged for shares of
  Excess Stock, which will be held in trust for a Charitable Beneficiary. The
  foregoing is qualified in its entirely by reference to the Charter and all
  capitalized terms in this legend have the meanings defined in the Charter.
  The Company will furnish a copy of the Charter to any stockholder of the
  Company on request and without charge. Such request must be made to the
  Secretary of the Company at the Company’s principal office. KEEP THIS
  CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE COMPANY
  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 TEN ENT – as tenants by the entireties JT TEN
  – as joint tenants with right of survivorship and not as tenants in common
  UNIF GIFT MIN ACT – Custodian (Cust) (Minor) Under Uniform Gifts to Minors
  Act (State) UNIF TRF MIN ACT – Custodian (until age) (Cust) Under Uniform
  Transfers (Minor) to Minors Act (State) Additional abbreviations may also be
  used though not in the above list. FOR 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 Agent to
  transfer the said stock on the books of the within named Company with full
  power of substitution in the premises. Dated NOTICE THE SIGNATURE(S) TO THIS
  ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
  CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
  CHANGE WHATEVER. Signature(s) Guaranteed By THE SIGNATURE(S) MUST BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad- 15.