Amendment No. 1 to Agreement and Plan of Merger among Franklin Street Properties Corp., Acquisition Subsidiaries, and Target REITs

Summary

This amendment updates the original merger agreement between Franklin Street Properties Corp., its acquisition subsidiaries, and several target REITs. The main change is extending the deadline in Section 7.1(b) from March 30, 2005, to May 15, 2005. All other terms of the original agreement remain unchanged. The amendment is effective as of March 10, 2005, and is signed by representatives of all involved parties.

EX-2.2 2 ex2-2.txt Exhibit 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to the Agreement and Plan of Merger (the "Agreement") dated as of August 13, 2004 by and among Franklin Street Properties Corp. (the "Company"), a Maryland corporation, the wholly-owned acquisition subsidiaries of the Company, each a Delaware corporation (each an "Acquisition Subsidiary" and, collectively, the "Acquisition Subsidiaries"), listed on the signature pages hereto and the other corporations, each a Delaware corporation (each, a "Target REIT" and, collectively, the "Target REITs"), also listed on the signature pages hereto, is dated as of March 10, 2005. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows: 1. The reference in Section 7.1(b) of the Agreement to "March 30, 2005" is hereby amended to read "May 15, 2005". 2. This Amendment shall not be deemed to amend any other term or condition of the Agreement, each of which shall remain in full force and effect. [signatures begin on following page] IN WITNESS WHEREOF, this Amendment No. 1 has been executed by each of the parties as of the date first set forth above. COMPANY: FRANKLIN STREET PROPERTIES CORP. By: /s/ George J. Carter Name: George J. Carter Title: President and Chief Executive Officer ACQUISITION SUBSIDIARIES: MONTAGUE ACQUISITION CORP. By: /s/ George J. Carter Name: George J. Carter Title: President ADDISON CIRCLE ACQUISITION CORP. By: /s/ George J. Carter Name: George J. Carter Title: President ROYAL RIDGE ACQUISITION CORP. By: /s/ George J. Carter Name: George J. Carter Title: President COLLINS CROSSING ACQUISITION CORP. By: /s/ George J. Carter Name: George J. Carter Title: President 2 TARGET REITS: FSP MONTAGUE BUSINESS CENTER CORP. By: /s/ George J. Carter Name: George J. Carter Title: President FSP ADDISON CIRCLE CORP. By: /s/ George J. Carter Name: George J. Carter Title: President FSP ROYAL RIDGE CORP. By: /s/ George J. Carter Name: George J. Carter Title: President FSP COLLINS CROSSING CORP. By: /s/ George J. Carter Name: George J. Carter Title: President 3