DEALER MANAGER AGREEMENT May 14, 2010

terms and in the manner contemplated in the Registration Statement, (iii) there shall not have occurred a suspension in trading in any securities of the Company by the Commission or by the NYSE, or a suspension in trading generally on the NYSE (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (other than limitations on hours or numbers of days of trading) being fixed, or maximum ranges for prices for securities being required, by such exchange or the Financial Industry Regulatory Authority or Nasdaq or by order of the Commission or any other governmental authority, or (iv) there shall not have been a banking moratorium declared by New York or United States authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States.

(f)            On the Settlement Date, you shall have received a written certificate, dated such date and executed by officers of the Company reasonably satisfactory to the Dealer Managers as to the accuracy of the representations and warranties of the Company herein at and as of the Commencement Date and the Settlement Date, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to the Settlement Date, as to the matters set forth in subsections (a) and (j) of this Section and as to such other matters as the Dealer Managers may reasonably request.

(g)           The Company shall have delivered to you an opinion of Morrison & Foerster LLP, counsel to the Company, substantially to the effect of Exhibit C hereto, addressed to you on each of the Commencement Date and the Settlement Date, an opinion or opinions with respect to such matters as you may reasonably request.

(h)           The Company shall have delivered to you an opinion of Venable LLP, special Maryland counsel to the Company, substantially to the effect of Exhibit D hereto, addressed to you on each of the Commencement Date and the Settlement Date, an opinion or opinions with respect to such matters as you may reasonably request.

(i)            On the Commencement Date and the Settlement Date, the Dealer Managers shall have received the favorable opinion of Clifford Chance US LLP, counsel for the Dealer Managers, in form and substance satisfactory to the Dealer Managers.

The Company will furnish you with such executed or conformed copies of such opinions, certificates, letters and documents as you may reasonably request.

9.             Covenants of the Company.  The Company covenants and agrees with the Dealer Managers:

(a)           To use its reasonable best efforts to cause the Registration Statement, and any amendment thereof, to become effective as soon as possible but no later than the expiration date of the Exchange Offer (giving effect to any extension of such expiration date to complete registration proceedings with the Commission); to use its reasonable best efforts to cause any abbreviated registration statement pursuant to Rule 462(b) of the 1933 Act as may be required subsequent to the date the Registration Statement is declared effective to become effective as promptly as possible; to promptly advise the Dealer Managers in writing (i) of the receipt of any

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comments from the Commission relating to the Exchange Offer, (ii) when the Registration Statement, any post-effective amendment to the Registration Statement or any abbreviated Registration Statement shall have become effective, or any supplement to the Prospectus or any amended Prospectus or any amended or additional Exchange Offer Materials shall have been filed, (iii) of any request by the Commission or any Other Agency to amend the Registration Statement or amend or supplement the Prospectus or the other Exchange Offer Materials or for additional information relating to the Exchange Offer and (iv) of (A) the issuance of any stop order, injunction, restraining order or denial of any application for approval refusing or suspending the use of any of the Exchange Offer Materials or any qualification of the Exchange Securities for offering or sale in connection with the Exchange Offer in any jurisdiction, (B) the institution or threatening of any proceedings, litigation or investigation for any of such purposes by or before the Commission or any Other Agency, (C) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which is not generally known to the public and which could reasonably be expected to (x) cause the Company to withdraw, rescind, terminate or modify the Exchange Offer, (y) cause any representation or warranty contained in this Agreement to be untrue or inaccurate, or (z) would permit the Company to exercise any right not to accept Exchange Securities tendered pursuant to the Exchange Offer (and the Company will so advise you before such rights are exercised), or (D) the institution of any proceedings to remove, suspend or terminate from listing or quotation the Company’s shares of the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or the threatening or initiation of any proceedings for any such purposes.  The Company will use its reasonable efforts to prevent the issuance of any such stop order, the issuance of any order preventing or suspending such use and the suspension of any such qualification and, if any such order is issued or qualification suspended, to obtain the lifting of such order or suspension at the earliest practicable time.

(b)           To comply with the 1933 Act and the 1934 Act in connection with the Exchange Offer, the Exchange Offer Materials and the transactions contemplated hereby and thereby, as applicable.  If, at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with the Exchange Offer, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Dealer Managers or counsel for the Company, to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials in order that the Prospectus or such other Exchange Offer Materials will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Prospectus or such other Exchange Offer Materials, in the light of the circumstances under which they were made, not misleading or if, in the reasonable opinion of either such counsel, it shall be necessary to amend the Registration Statement or amend or supplement the Prospectus or any other Exchange Offer Materials to comply with the requirements of the 1933 Act or 1934 Act, the Company will promptly prepare, file with the Commission, and furnish, at their own expense, to the Dealer Managers and to the dealers (whose names and addresses will be furnished to the Company by the Dealer Managers) by which Existing Securities may have been tendered for exchange, such amendment or supplement as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus or such other Exchange Offer Materials comply with such requirements.

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(c)           Promptly from time to time to take such action as the Dealer Managers may reasonably request to qualify the Exchange Securities for sale under the securities laws of such jurisdictions as the Dealer Managers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Exchange Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

(d)           To make generally available to its security holders, and to deliver to the Dealer Managers, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the 1933 Act Regulations), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act (including, at the option of the Company, Rule 158 under the 1933 Act).

(e)           To use its commercially reasonable efforts to advise or cause the Exchange Agent to advise the Dealer Managers at 5:00 P.M., New York City time, or promptly thereafter, daily (or more frequently if requested), by telephone or facsimile transmission, with respect to Existing Securities tendered for exchange as follows:  (i) the aggregate principal amount of Existing Securities validly tendered and represented by certificates physically held by the Exchange Agent or confirmations of receipt of book-entry transfer of Exchange Securities pursuant to the procedures set forth in the Exchange Offer Materials on such day, (ii) the aggregate principal amount of Existing Securities properly withdrawn on such day, and (iii) the cumulative totals of the principal amount of Exchange Securities in categories (i) and (ii) above.

10.           Indemnification and Contribution. (a)  The Company agrees to indemnify, defend and hold harmless the Dealer Managers, their respective partners, directors and officers, and any Person who controls the Dealer Managers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing Persons from and against any loss, damage, expense, liability or claim (including, but not limited to, the reasonable cost of investigation) which, jointly or severally, the Dealer Managers or any such Person may incur under the 1933 Act, the 1934 Act, federal or state statutory law or regulation, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Exchange Securities under the securities or blue sky laws thereof or filed with the Commission, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact or in any preliminary prospectus or the Prospectus or any omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or (iii) any act or failure to act or any alleged act or alleged failure to act by the Dealer Managers in connection with, or relating in any manner to, the Exchange Securities or the Exchange Offer contemplated hereby, and which is included as part of or referred to in any loss, damage, expense, liability, claim or action arising out of or

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based upon matters covered by clause (i) or (ii) above (provided that the Company shall not be liable under this clause (iii) to the extent it is finally judicially determined by a court of competent jurisdiction that such loss, damage, expense, liability, claim or action resulted directly from any such acts or failures to act undertaken or omitted to be taken by the Dealer Managers through their gross negligence or willful misconduct), except insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Dealer Managers to the Company expressly for use with reference to the Dealer Managers in the Prospectus or arises out of or is based upon any omission or alleged omission to state in any such document a material fact in connection with such information required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

If any action, suit or proceeding (together, a “Proceeding”) is brought against the Dealer Managers or any such Person in respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Dealer Managers or such Person shall promptly notify the Company in writing of the institution of such Proceeding and the Company shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the Company from any liability which the Company may have to the Dealer Managers or any such Person or otherwise.  The Dealer Managers or such controlling Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Dealer Managers or of such Person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are in conflict with or in addition to those available to the Company (in which case the Company shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding).  The Company shall not be liable for any settlement of any such Proceeding effected without its written consent (which shall not be unreasonably withheld) but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Dealer Managers and any such Person from and against any loss or liability by reason of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault, culpability or a failure to act, by or on behalf of such indemnified party.

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(b)           Each Dealer Manager severally and not jointly agrees to indemnify, defend and hold harmless the Company, any Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each director of the Company and each officer of the Company who signed the Registration Statement from and against any loss, damage, expense, liability or claim (including, but not limited to, the reasonable cost of investigation) which, jointly or severally, the Company or any such Person may incur under the 1933 Act, the 1934 Act, federal or state statutory law or regulation, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information furnished in writing by or on behalf of the Dealer Managers to the Company expressly for use with reference to the Dealer Managers in the Prospectus or arising out of or based upon any omission or alleged omission to state in any such document a material fact in connection with such information required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

If any Proceeding is brought against the Company or any such Person in respect of which indemnity may be sought against the Dealer Managers pursuant to the foregoing paragraph, the Company or such Person shall promptly notify the Dealer Managers in writing of the institution of such Proceeding and the Dealer Managers shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Dealer Managers shall not relieve the Dealer Managers from any liability which the Dealer Managers may have to the Company or any such Person or otherwise.  The Company or such Person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such Person unless the employment of such counsel shall have been authorized in writing by the Dealer Managers in connection with the defense of such Proceeding or the Dealer Managers shall not have employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are in conflict with those available to the Dealer Managers (in which case the Dealer Managers shall not have the right to direct the defense of such Proceeding on behalf of the indemnified party or parties, but the Dealer Managers may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Dealer Managers), in any of which events such fees and expenses shall be borne by the Dealer Managers and paid as incurred (it being understood, however, that the Dealer Managers shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding).  The Dealer Managers shall not be liable for any settlement of any such Proceeding effected without the written consent of the Dealer Managers but if settled with the written consent of the Dealer Managers, the Dealer Managers agrees to indemnify and hold harmless the Company and any such Person from and against any loss or liability by reason of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding.

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(c)           If the indemnification provided for in this Section 10 is unavailable to an indemnified party under subsections (a) and (b) of this Section 10 in respect of any losses, damages, expenses, liabilities or claims referred to therein, then in order to provide just and equitable contribution in such circumstance, each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Dealer Managers on the other hand from the Exchange Offer or (ii) if, but only if, the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Dealer Managers on the other in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Dealer Managers on the other shall be deemed to be equal to the maximum aggregate value of the consideration proposed to be paid by the Company pursuant to the Exchange Offer, and benefits received by the Dealer Managers shall be deemed to be equal to the total compensation, if any, payable to the Dealer Managers pursuant to this Agreement.  The relative fault of the Company on the one hand and of the Dealer Managers on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Dealer Managers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any claim or Proceeding.

(d)           The Company and the Dealer Managers agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in subsection (c) above.  Notwithstanding the provisions of this Section 10, the Dealer Managers shall not be liable or responsible for, or be required to contribute, any amount pursuant to this Section 10 in excess of the amount of the fees set forth on Schedule I hereto.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)           The indemnity and contribution agreements contained in this Section 10 and the covenants, warranties and representations of the Company contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Dealer Managers, its directors and officers or any Person (including each partner, officer or director of such Person) who controls the Dealer Managers within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares.  The Company and the Dealer Managers agree promptly to notify each other upon the commencement of any Proceeding against it and, in

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the case of the Company, against any of the Company’s officers or directors in connection with the Exchange Offer, or in connection with the Prospectus.

11.           Withdrawal.

(a)           This Agreement may be terminated by the Dealer Manager without any liability or penalty to you or any other Indemnified Party, at any time upon notice to the Company if (i) the Company shall have breached, in a material respect, the covenants, representations and warranties herein, (ii) the Company uses or permits the use of any Exchange Offer Materials or files any Exchange Offer Materials with the Commission or any Other Agency (A) which has not been submitted to you a reasonable time in advance of the filing or use thereof or (B) which has been so submitted and with respect to which your or your counsel’s reasonable comments have not been reflected in a material respect, or (iii) at any time prior to the date on which the Existing Securities are accepted for exchange, the Exchange Offer is terminated or withdrawn by the Company for any reason.

(b)           Notwithstanding termination of this Agreement pursuant to subsection (a) of this Section or the Dealer Managers’ obligation to act as such ceasing pursuant to Section 8, the obligations of the Company to compensate the Dealer Managers pursuant to Section 5 with respect to Existing Securities tendered for exchange prior to the date of withdrawal and to reimburse the Dealer Managers for their expenses pursuant to Sections 5 and 6, the representations and warranties contained in Section 7 and the indemnity and contribution provisions of Section 10 shall survive any termination of this Agreement, provided that the obligation to pay fees and expenses pursuant to Sections 5 and 6 shall only survive to the extent of fees and expenses accrued through the date of such termination (for the purposes of this determination such fee shall be calculated, in the manner described in Section 5 of this Agreement, based on the number of Existing Securities tendered for exchange prior to such withdrawal and subsequently exchanged by the Company pursuant to the Exchange Offer).

12.           Representations, Warranties, Covenants, Indemnities and Agreements to Survive Consummation of the Exchange Offer.  All representations, warranties, covenants and agreements of the Company and the Dealer Managers herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 10 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Dealer Managers or any person controlling the Dealer Managers within the meaning of the 1933 Act or the 1934 Act, or by or on behalf of the Company or any of its respective officers, directors or controlling persons within the meaning of the 1933 Act or the 1934 Act, and shall survive the consummation of the Exchange Offer and the related termination of this Agreement.

13.           Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic and legal substance of the agreements contained herein is not affected in any manner adverse to any party.

14.           Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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15.           Binding Effect.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto and the Indemnified Parties, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy.

16.           Successors and Assigns.  This agreement, including any right to indemnification or contribution hereunder, shall inure to the benefit of and be binding upon the Company, you and the other Indemnified Parties, and their respective successors and assigns.  Nothing in this Agreement is intended, or shall be construed, to give any other person or entity any right hereunder or by virtue hereof.

17.           Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, both oral or written, between the parties hereto with respect to the subject matter hereof.

18.           Notices.  All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be in writing and shall be deemed to have been duly given if delivered in person, by cable, telecopy, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the parties hereto as follows (or, as to each party, at such other address as shall be designated by such party in a written notice complying as to delivery with the terms of this Section):

If to the Dealer Managers:

Banc of America Securities LLC

One Bryant Park

New York, New York 10036

Facsimile:  704 ###-###-####

Attention:  John Servidio

Citigroup Global Markets Inc.

390 Greenwich Street

New York, New York 10013

Facsimile: 212 ###-###-####

Attention: Liability Management Group

J.P. Morgan Securities Inc.

383 Madison Avenue

New York, New York  10179

Facsimile:  212 ###-###-####

Attention:  Equity Syndicate Desk

with a copy (which shall not constitute notice) to:

Anthony A. Lopez III

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Facsimile: 212 ###-###-####

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If to the Company:

Joel S. Marcus

Chief Executive Officer

Alexandria Real Estate Equities, Inc.

385 East Colorado Boulevard, Suite 299

Pasadena, California 91101

Facsimile: 626 ###-###-####

with a copy (which shall not constitute notice) to:

Kenneth E. Kohler

Morrison & Foerster LLP

555 West Fifth Street, 35th Floor

Los Angeles, California 90013

Facsimile: 213 ###-###-####

Any party hereto may change the address for receipt of communications by giving written notice to the others.

19.           Headings.  The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

20.           Amendments. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment by all parties hereto, or in the case of a waiver by the party or parties against whom the waiver is to be effective.

21.           Certain Interests. The Company acknowledges and agrees that (a) you and your affiliates are engaged in a broad range of securities activities and may provide financing, advisory or other services to parties whose interests may conflict with those of the Company and (b) you or such affiliates may, for your own account or the account of customers, purchase or sell, or hold a long or short position in, securities of the Company, including the Existing Securities and that you may or may not exchange any such Existing Securities in the Exchange Offer.

22.           Consent to Jurisdiction.  Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and personal service with respect thereto.  The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Dealer Manager or any indemnified party.  The Dealer Manager and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or

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counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.  The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment.

23.           Waiver of Jury Trial.  THE COMPANY HEREBY AGREES ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS SECURITY HOLDERS, TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

24.           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES OF SUCH STATE.

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If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Signature Page to Dealer Manager Agreement

The foregoing Dealer Manager Agreement is hereby confirmed and accepted by the Dealer Managers in New York, New York as of the date first above written.

Accepted and agreed as of the date
first above written:

Signature Page to Dealer Manager Agreement

EXHIBIT A

[Preliminary Prospectus]

A-1

EXHIBIT B

[Letter of Transmittal]

B-1

EXHIBIT C

Pursuant to Section 8(g) of this Agreement, Morrison & Foerster LLP shall furnish their opinion to the Dealer Managers to the effect that:

1.             The Company is qualified to do business and is in good standing as a foreign corporation under the laws of the States of California, Massachusetts and Washington.

2.             Each Subsidiary (other than ARE-QRS Corp., which is incorporated in Maryland) is a corporation, limited partnership or limited liability company, as the case may be, validly existing and in good standing under the Delaware Statutes, and all of the issued shares of capital stock, partnership interests or membership interests of each such Subsidiary, as the case may be, have been duly authorized and validly issued and, as to shares of capital stock, are fully paid and nonassessable.

3.             The Dealer Manager Agreement has been duly authorized, executed and delivered by the Company.

4.             The execution and delivery by the Company of the Dealer Manager Agreement, the issuance and delivery by the Company of the Shares, compliance by the Company with all of the provisions of the Dealer Manager Agreement in accordance with its terms, and the consummation of the transactions therein contemplated, do not constitute a violation of or a default under any Applicable Contract (except for such conflicts, breaches or defaults that could not reasonably be expected to have a Material Adverse Effect) or the articles of incorporation, charter, by-laws, certificate of general or limited partnership, partnership agreement, or other organizational document, as applicable of any of the Subsidiaries that are organized under the Delaware Statutes.  We do not express any opinion, however, as to (i) whether the execution, delivery or performance by the Company of the Dealer Manager Agreement will constitute a violation of or a default under any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or (ii) the enforceability of the Dealer Manager Agreement or any of the Applicable Contracts.  We call to your attention the fact that certain of the Applicable Contracts are governed by the laws of jurisdictions other than those as to which we are opining.  We make no comment as to the effect of the laws of such jurisdictions on the opinions expressed herein.

5.             None of the execution or delivery by the Company of the Dealer Manager Agreement, the performance of its obligations under the Dealer Manager Agreement, the issuance and delivery by the Company of the Shares, or the compliance at the time of purchase by the Company with the terms and provisions of the Dealer Manager Agreement and the consummation of the transactions therein contemplated, will contravene any provision of any (a) Applicable Laws or (b) judgment, order or decree known to us of any court or Governmental Authority or agency having jurisdiction over the Company.

6.             The Company is not, and after giving effect to the Exchange Offer, will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the Commission thereunder.

C-1

7.             Each of the documents incorporated by reference or deemed incorporated by reference into the Preliminary Prospectus (other than the financial statements and supporting schedules and other financial data included therein, as to which we express no opinion), when they were filed with the Commission (or, if later, upon filing of an amendment thereto) complied as to form in all material respects with the requirements of the Exchange Act.

8.             The Schedule TO and the documents required by Item 12 thereof (other than the financial statements and supporting schedules and other financial data included or incorporated by reference therein, as to which we express no opinion) comply as to form as of the date hereof in all material respects with the requirements of the Exchange Act.

9.             The Registration Statement, as of the date hereof, and the Preliminary Prospectus, as of the date hereof (in each case other than (A) the financial statements and supporting schedules and other financial or statistical data included or incorporated by reference therein or omitted therefrom, as to which we express no opinion and (B) except as expressed in our opinion in paragraph 7 above, the documents incorporated therein), each comply as to form in all material respects to the applicable requirements of the Securities Act.

10.           Neither the Company nor any of the Subsidiaries is (i) to our knowledge, in breach of, or default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties is bound, except where such default could not reasonably be expected to have a Material Adverse Effect, (ii) to our knowledge, in violation of any Governmental Approval or Applicable Laws, except where such violation could not reasonably be expected to have a Material Adverse Effect, or (iii) in violation of any of the articles of incorporation or bylaws of the Company or the material terms of the charter, bylaws, limited liability company agreement or limited partnership agreement, as applicable, of any of the Subsidiaries.

11.           To our knowledge, there are no legal or governmental proceedings pending, contemplated or threatened against the Company or any of the Subsidiaries or to which the Company or any of the Subsidiaries or any of their respective properties is subject that could reasonably be expected to have a Material Adverse Effect.

As used in this opinion, (i) “Governmental Approval” means any consent, approval, order or decree, license, authorization or validation of, or filing with, any Governmental Authority pursuant to Applicable Laws, (ii) “Governmental Authority” shall mean any United States or California executive, legislative, judicial, administrative or regulatory body, (iii) “Applicable Laws” means those laws, rules and regulations of the United States of America and the State of California, New York and Delaware that, in our experience, are normally applicable to transactions of the type contemplated by the Dealer Manager Agreement; provided, that we express no opinion as to (x) the “blue sky” or state securities or real estate syndication laws of any jurisdiction or (y) municipal laws or the laws of any agencies within any state, and (iv) “Material Adverse Effect” means a material adverse effect in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole.

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We confirm to you that nothing came to our attention that caused us to believe that (x) the Registration Statement, as of the time of its filing with the Commission on the date hereof, considered as a whole, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (y) the Schedule TO, as of the time of its filing with the Commission on the date hereof, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (z) the Preliminary Prospectus, as of the time of its filing as part of the Registration Statement with the Commission on the date hereof, included any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that with respect to clauses (x), (y) and (z), we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Schedule TO or the Preliminary Prospectus (except as otherwise specifically provided in our opinion of today’s date addressed to you relating to federal income tax matters and in paragraphs 7 and 9 above), and we do not express any belief with respect to the financial statements or other financial information or statistical data derived therefrom, contained in or omitted from the Registration Statement, the Schedule TO or the Preliminary Prospectus.

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EXHIBIT D

Pursuant to Section 8(h) of this Agreement, Venable LLP shall furnish their opinion to the Dealer Managers to the effect that:

1.             Each of the Company and ARE-QRS has been duly incorporated and is validly existing under the laws of the State of Maryland and is in good standing with the SDAT.

2.             The Company has full corporate power to own its properties and to conduct its business as described under the caption “Alexandria Real Estate Equities, Inc.” in the Prospectus and to enter into and perform its obligations under the Dealer Manager Agreement.

3.             The Company has all necessary corporate power to execute, deliver and perform its obligations under the Dealer Manager Agreement.

4.             The issuance of the Exchange Securities has been duly authorized and, when and if issued and delivered upon exchange of the Notes in accordance with the terms of the Exchange Offer, the Registration Statement and the Resolutions, the Exchange Securities will be validly issued, fully paid and nonassessable.

5.             The Company has taken all necessary corporate action to authorize the Exchange Offer.

6.             The outstanding shares of stock of the Company are not, and upon issuance the Exchange Securities will not be, subject to any preemptive or other similar rights arising by operation of the Maryland General Corporation Law, the Charter or the Bylaws.

7.             The Exchange Securities conform in all material respects to the description thereof contained in the Prospectus under the caption “Description of Our Capital Stock.”  The Certificate is in due and proper form and complies with all applicable statutory requirements of the Maryland General Corporation Law and with any applicable requirements of the Charter and the Bylaws.

8.             The Dealer Manager Agreement has been duly executed by the Company and, so far as is known to us, delivered by the Company.

9.             No consent, approval, authorization or order of, or any filing or declaration with, any court or other government agency or body of the State of Maryland is required under Maryland law in connection with (i) the authorization, issuance, transfer, sale or delivery of the Exchange Securities by the Company, (ii) the execution, delivery and performance of the Dealer Manager Agreement by the Company or (iii) the taking by the Company of any action contemplated by the Dealer Manager Agreement, except such as may be required under Maryland state securities laws and regulations in connection with the Exchange Offer, and other than those which have already been made, obtained or rendered, as applicable.

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10.           The information contained in the Prospectus under the captions “Comparison of Rights of Holders of Convertible Notes and Holders of Our Common Stock” and “Description of Our Capital Stock,” to the extent that it constitutes a summary of the terms of the Exchange Securities, matters of Maryland law, the Charter, the Bylaws, legal proceedings or legal conclusions, has been reviewed by us and accurately summarizes such matters in all material respects.

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SCHEDULE I

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SCHEDULE II

Banc of America Securities LLC

Bank of America Tower at One Bryant Park

New York, New York 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

J.P. Morgan Securities Inc.

383 Madison Avenue

New York, New York 10179

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SCHEDULE III

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