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/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
ACQUISITION SUBSIDIARIES:
MONTAGUE ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
ADDISON CIRCLE ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
ROYAL RIDGE ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXXX CROSSING ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
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TARGET REITS:
FSP MONTAGUE BUSINESS CENTER CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP ADDISON CIRCLE CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP ROYAL RIDGE CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
FSP XXXXXXX CROSSING CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President
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