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 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.