FSP PHOENIX TOWER CORP Form 10-K Annual Report Filed 2013-04-12

SECURITIES AND EXCHANGE COMMISSION

FORM 10-K Annual report pursuant to section 13 and 15(d)

Filing Date: 2013-04-12 | Period of Report: 2012-12-31 SEC Accession No. 0001171520-13-000284

(HTML Version on secdatabase.com)

FILER FSP PHOENIX TOWER CORP Mailing Address Business Address 401 EDGEWATER PLACE 401 EDGEWATER PLACE CIK:1354309| IRS No.: 000000000 WAKEFILED MA 01880 WAKEFILED MA 01880 Type: 10-K | Act: 34 | File No.: 000-52559 | Film No.: 13759131 781-557-1300 SIC: 6500 Real estate

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] For the fiscal year ended December 31, 2012

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [_] 1934 For the transition period from to

Commission File No. 000-52559* FSP Phoenix Tower Corp. Liquidating Trust (Exact name of registrant as specified in its charter)

Delaware 90-6229241 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

401 Edgewater Place, Wakefield, Massachusetts 01880 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 557-1300

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [_] No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.* Yes [_] No [_].

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.* Yes [_] No [_].

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).* Yes [_] No [_].

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.* [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_] Accelerated filer [_]

Non-accelerated filer [_] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes [_] No [X].

As of June 30, 2012, the aggregate fair market value of common stock held by non-affiliates of FSP Phoenix Tower Corp. was $0.

The number of shares of common stock outstanding and preferred stock outstanding of FSP Phoenix Tower Corp. at December 31, 2012 was not applicable. As of December 31, 2012 there were 1,050 units of beneficial interest in FSP Phoenix Tower Corp. Liquidating Trust outstanding.

Documents incorporated by reference: None.

*FSP Phoenix Tower Corp. Liquidating Trust is the transferee of the assets and liabilities of FSP Phoenix Tower Corp., and files reports under the Commission file number for FSP Phoenix Tower Corp. FSP Phoenix Tower Corp. filed a Form 15 on February 1, 2013, indicating its notice of termination of registration and filing requirements.

PART I 1 Item 1. Business. 1 Item 1A. Risk Factors. 4 Item 1B. Unresolved Staff Comments. 4 Item 2. Properties. 5 Item 3. Legal Proceedings. 5 Item 4. Mine Safety Disclosures. 5

PART II 6 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities… 6 Item 6. Selected Financial Data. 6 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 7 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 11 Item 8. Financial Statements and Supplementary Data. 11 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 11 Item 9A. Controls and Procedures. 11 Item 9B. Other information. 11

PART III 12 Item 10. Directors, Executive Officers and Corporate Governance 12 Item 11. Executive Compensation. 12 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 12 Item 13. Certain Relationships and Related Transactions, and Director Independence. 13 Item 14. Principal Accounting Fees and Services. 14

PART IV 14 Item 15. Exhibits, Financial Statement Schedules. 14

SIGNATURES 20

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Trust” refer to the FSP Phoenix Tower Corp. Liquidating Trust. The use of “Phoenix Tower” refers to FSP Phoenix Tower Corp., except where the context otherwise requires.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about the Trust and include, but are not limited to, the following:

• any statements regarding the execution, timing and expenses associated with the completion of the Trust; • any statements regarding the disposition of our remaining assets; • any statements regarding the resolution of any outstanding creditor claims and liabilities; and • any statements regarding the amount and timing of any future distributions to our beneficial unit holders.

Forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, as more fully described elsewhere in this report. Readers are urged to carefully review and consider the various disclosures we make, which advise them of the factors that may affect the Trust, including without limitation, the disclosures made under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included herein and throughout this Annual Report on Form 10-K for the year then ended December 31, 2012. Risk factors are described under Part II, Item 1A of this report. The important factors listed in these disclosures, which could cause our actual results to differ materially from the forward-looking statements contained herein, include but are not limited to, the following:

• our ability to accurately estimate the expenses associated with executing our plan of complete liquidation and dissolution; • our ability to successfully resolve all our outstanding or unknown future creditor claims and liabilities; and • our ability to correctly estimate the amount and timing of any future distributions, to our beneficial unit holders.

In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the date of this report. We do not intend to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as otherwise required pursuant to our on-going reporting obligations under the Securities Exchange Act of 1934, as amended.

Item 1. Business

Our principal executive office is located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880, and our telephone number is (781) 557-1300. Our annual reports on Form 10-K, current reports on Form 8-K and any amendments to those reports and other Securities and Exchange Commission (“SEC”) filings are electronically filed with, or furnished to, the SEC. All reports filed by the Trust with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by the Trust with the SEC at the SEC’s public reference room located at 100 F Street, N.E, Washington, D.C. 20549 or by calling the SEC at 1-202-551-8090.

History

Phoenix Tower was a Delaware corporation formed to purchase, own, operate, improve and reposition in the marketplace a 34-story multi-tenant office building containing approximately 629,054 rentable square feet of space located on approximately 2.1 acres of land in Houston, Texas (the “Property”). Phoenix Tower operated in a manner intended to qualify as a real estate investment trust, or REIT, for federal income tax purposes.

Phoenix Tower was organized in December 2005 by FSP Investments LLC (member, FINRA and SIPC), a wholly-owned subsidiary of Franklin Street Properties Corp. (“Franklin Street”) (NYSE MKT: FSP). FSP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) the organization of Phoenix Tower, (b) the acquisition of the Property by Phoenix Tower and (c) the sale of equity interests in Phoenix Tower.

Phoenix Tower purchased the Property from an unaffiliated third party for $74,500,000 on February 22, 2006. Phoenix Tower acquired the Property through a limited partnership, FSP Phoenix Tower Limited Partnership, of which Phoenix Tower was the sole limited partner and of which FSP Phoenix Tower LLC, a wholly-owned subsidiary of Phoenix Tower, was the sole general partner. The sole business of FSP Phoenix Tower Limited Partnership was to own and operate the Property; the sole business of each of FSP Phoenix Tower LLC and Phoenix Tower was to hold the equity interests of FSP Phoenix Tower Limited Partnership.

Phoenix Tower commenced operations in February 2006.

Franklin Street held the sole share of Phoenix Tower’s common stock, $.01 par value per share. Between March 2006 and September 2006, FSP Investments LLC completed the sale on a best efforts basis of 1,050 shares of the Company’s preferred stock, $.01 par value per share. Phoenix Tower sold the preferred stock for an aggregate consideration of approximately $104,316,000 in a private placement offering to 789 “accredited investors” within the meaning of Regulation D under the Securities Act of 1933. Between March 31, 2006 and September 22, 2006, Phoenix Tower held 10 investor closings, at each of which shares of preferred stock were sold and funds were received. On September 22, 2006, Franklin Street purchased 48 shares of preferred stock (approximately 4.6% of the 1,050 shares sold) for $4,116,000, representing $4,800,000 at the offering price net of commissions of $384,000 and fees of $300,000 that were excluded. Prior to purchasing any shares of preferred stock, Franklin Street agreed to vote any shares held by it on any matter presented to the holders of preferred stock in a manner that approximates as closely as possible the votes cast in favor of and opposed to such matter by the holders of the preferred stock other than Franklin Street and its affiliates. For purposes of determining how Franklin Street votes its shares of Preferred Stock, abstentions and non-votes by stockholders other than Franklin Street were not considered.

Overview of Sale of the Property, Plan of Dissolution and Trust Agreement

On May 25, 2012, the Board of Directors of Phoenix Tower approved (i) the sale of the Property to an unaffiliated third-party buyer for a gross sales price of no less than $123,250,000 and (ii) the subsequent dissolution and liquidation of Phoenix Tower pursuant to a Plan of Complete Dissolution and Liquidation (the “Plan of Dissolution”), intended to allow for the orderly disposition of Phoenix Tower’s remaining assets and liabilities. On June 21, 2012, Phoenix Tower received the required vote of the stockholders to approve the Plan of Dissolution. The Plan of Dissolution provided the Board of Directors with the authority to transfer Phoenix Tower’s remaining assets and liabilities to a liquidating trust without further approval by its stockholders, in connection with the Plan of Dissolution.

On December 3, 2012, Phoenix Tower, through FSP Phoenix Tower Limited Partnership, entered into an agreement (the “Purchase and Sale Agreement”) with PKY 3200 SW Freeway, LLC, an unaffiliated third-party, for the sale of the Property for a gross sales price of $123,750,000.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On December 10, 2012, Phoenix Tower and FSP Property Management LLC, as Trustee (the “Trustee”), formed the Trust by entering into the Liquidating Trust Agreement (as amended, the “Trust Agreement”), for the creation and operation of the FSP Phoenix Tower Corp. Liquidating Trust. FSP Property Management LLC previously served as Phoenix Tower’s asset manager and is a wholly- owned subsidiary of Franklin Street. The Trust’s activities are restricted to the conservation and protection of the assets transferred by Phoenix Tower to the Trust and the administration thereof, including the payment of any liabilities, costs and expenses of Phoenix Tower or the Trust. The Trust will terminate upon the earlier of the distribution of all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of a period of three years from the effective date of the Trust. The existence of the Trust may, however, be extended for up to two additional one-year periods in the Trustee’s reasonable discretion. The beneficial interests in the Trust are not transferable except by will, intestate succession or by operation of law. Any beneficial interests in the Trust transferred by will, intestate succession or by operation of law will thereafter be subject to such transfer restrictions.

On December 20, 2012, Phoenix Tower, through its subsidiaries, consummated the sale of the Property to PKY 3200 SW Freeway, LLC, an unaffiliated third-party, for a gross sales price of $123,750,000.

On December 21, 2012, Phoenix Tower filed its certificate of dissolution with the Secretary of State of the State of Delaware, which became effective on that date, and transferred its remaining net assets (consisting primarily of cash) totaling $106,683,000 to the Trust. Upon the transfer of the assets and liabilities to the Trust, Phoenix Tower’s stock records were closed, all of the outstanding shares of Phoenix Tower’s preferred and common stock were cancelled, and each stockholder of Phoenix Tower automatically became the holder of one unit of beneficial interest in the Trust for each one share of Phoenix Tower’s preferred stock then currently held of record by such stockholder. The rights of beneficiaries in their beneficial interests are not represented by any form of certificate or other instrument. Stockholders of Phoenix Tower on December 21, 2012 were not required to take any action to receive units of beneficial interests. On the date of the conversion, the economic value of one unit of beneficial interest in the Trust was equivalent to the economic value of one share of Phoenix Tower’s preferred stock.

Although Phoenix Tower’s dissolution was effective on December 21, 2012, Section 278 of the General Corporation Law of the State of Delaware provides that Phoenix Tower’s existence continues for at least three years after dissolution for limited purposes. Specifically, Phoenix Tower will continue to exist for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against it, and enabling Phoenix Tower gradually to settle and close its business, to dispose of and convey its property, to discharge its liabilities and to distribute to its stockholders any remaining assets, but not for the purpose of continuing the business for which Phoenix Tower was organized.

On December 21, 2012, FSP Phoenix Tower LLC filed a certificate of cancellation with the Secretary of State of the State of Delaware, which became effective upon filing.

On December 21, 2012, following the dissolution of Phoenix Tower, the Trustee authorized, pursuant to the Trust Agreement, an initial liquidating distribution of a total of $103,950,000 to the beneficial unit holders of the Trust, which amount was to be apportioned pro rata according to the beneficial unit holders’ respective interest in the Trust as of December 21, 2012. The initial liquidating distribution was effected on January 4, 2013. After giving effect to the initial liquidating distribution, as of January 4, 2013, the Trust retained approximately $4,121,000 in assets, comprised of $2,335,000 in cash and cash equivalents, the right to receive up to $1,500,000 in escrow proceeds in accordance with the terms of the Purchase and Sale Agreement and related documents, and $286,000 in tenant receivables, in order to wind up Phoenix Tower’s affairs, resolve any claims and discharge any liabilities of Phoenix Tower during Phoenix Tower’s continued existence under the General Corporation Law of the State of Delaware as described above. As of January 4, 2013, the known liabilities of Phoenix Tower were estimated to be approximately $1,388,000, primarily consisting of accounts payable and accrued expenses, taxes and professional fees and the Trust has estimated that it will incur approximately $225,000 in costs related to the liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs.

On February 1, 2013, Phoenix Tower filed a Form 15 with the SEC to terminate the registration of Phoenix Tower’s preferred stock under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

On February 5, 2013, FSP Phoenix Tower Limited Partnership filed a certificate of termination with the Secretary of State of the State of Texas, which became effective upon filing.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of Phoenix Tower and the Trust. Under the No Action Letter, the Trustee agreed to file Annual Reports on Form 10-K with unaudited financial statements and Current Reports on Form 8-K upon the occurrence of a material event relating to the Trust with the SEC. The Trust is not required to file periodic reports on Form 10-Q, file proxy statements, or present its financial statements in an interactive format through the use of XBRL under the terms of the No Action Letter.

The Plan of Dissolution provides that liquidating distributions will be made to the beneficiaries as determined by the Trustee. On January 4, 2013, the Trust effected the conveyance of the initial liquidating distribution to the holders of units of beneficial interest in the Trust of a total of $103,950,000 pursuant to the Plan of Dissolution.

Tax Treatment

For Federal income tax purposes, the Trust is treated as a “grantor” trust. As such, the Trust itself is not subject to Federal income tax. Instead, each beneficiary will be treated as having a direct interest in an allocable pro rata share of each asset and liability of the Trust. As a result, an allocable portion of all items of Trust income, deductions and credits must be reported by beneficiaries on their income tax return(s).

The Trust has issued an annual information statement to our beneficiaries with tax information for their 2012 tax returns. Beneficiaries are urged to consult with their own tax advisers as to their own filing requirements and the appropriate tax reporting of this information on their returns.

Segment Information

We do not report segment information.

Employees

We have no employees or executive officers. All of our work is performed by the Trustee directly or through contract services.

Risk associated with our liquidation.

In addition to other information in this annual report on Form 10-K, the following risk factors should be carefully reviewed because such factors may have a significant impact on the execution of the Plan of Dissolution and the timing and amount of future liquidating distributions, if any, to our beneficial unit holders. As a result of the risk factors set forth below and elsewhere in this Form 10-K, actual results could differ materially from those projected in any forward-looking statements.

We cannot assure you of the exact amount or timing of any future distribution to our beneficial unit holders.

The liquidation and dissolution process is subject to numerous uncertainties and may result in less than anticipated or no remaining capital available for future distribution to our beneficial unit holders. The precise nature, amount and timing of any future distribution to our beneficial unit holders will depend on and could be delayed by, among other things, currently unknown creditor claims or lawsuits and unexpected or greater than expected expenses. Furthermore, we cannot provide any assurances that we will actually make additional distributions.

We will continue to incur liabilities and expenses that will reduce the amount available for distribution out of the liquidation to beneficial unit holders.

Liabilities and expenses from operations, such as legal, accounting and investor services fees and other operating expenses, will continue to be incurred as we complete the Plan of Dissolution. These expenses and liabilities will reduce the amount of assets available for future distribution to beneficial unit holders.

If our existing contingency reserve for payment of our expenses and liabilities is inadequate, the amount available for distribution to beneficial unit holders could be reduced, or if any liability exceeds our remaining assets, each beneficial unit holder could be held liable for payment to our creditors of his or her pro rata share of amounts owed to creditors in excess of the Trust’s remaining assets, up to the amount actually distributed to each such beneficial unit holder.

Although the liability of any beneficial unit holder is limited to the amounts received by such beneficial unit holder, both as a stockholder of Phoenix Tower, and as a beneficiary of the Trust, from either Phoenix Tower or the Trust in the liquidation process, a beneficiary could be required to return all distributions previously made to such stockholder/beneficiary and receive nothing from us, if amounts required to settle the Trust’s remaining liabilities exceed available assets. Moreover, in the event a stockholder/beneficiary has paid taxes on amounts previously received, a repayment of all or a portion of such amount could result in the beneficial unit holder incurring a net tax cost if the beneficial unit holder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we have endeavored to make adequate reserves for all known and contingent liabilities, there is no guarantee that the reserves established by us, or our remaining assets will be adequate to cover all such expenses and liabilities.

We may be subject to final examinations by taxing authorities across various jurisdictions, which may impact the amount of taxes that we pay and the ultimate distributions to our beneficiaries.

The Trust evaluates its probable exposures associated with the tax filing positions of both Phoenix Tower and the Trust. At December 31, 2012, the Trust believes it has no such exposures, and accordingly has not accrued any such charges. Significant judgment is required in determining the Trust’s provision for income taxes payable, and as a result, the Trust’s determinations may not prove to be accurate. Phoenix Tower and/or the Trust may be subject to final examination by taxing authorities; thus, a final determination by the taxing authorities could increase or decrease amounts of cash available for distribution to our stockholders, perhaps significantly.

A Successor Trustee may need to be appointed to complete the Plan of Dissolution, which could delay the final distribution and closing of the Trust.

The Trust Agreement provides that in the event of death, resignation or removal of the Trustee, a successor trustee will be appointed. In such event, there may be a delay in the administration of the Trust while the successor trustee is appointed and takes office, which may delay the final liquidating distribution, if any, and the closure of the Trust.

Item 1B. Unresolved Staff Comments

None.

Our principal office is located at 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880.

Item 3. Legal Proceedings

The Trust or the Trustee is not presently subject to any claims or litigation, nor to the Trustee’s knowledge, are any such claims or litigation threatened against Phoenix Tower or the Trust.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

There is no public market for the units of beneficial interest in the FSP Phoenix Tower Corp. Liquidating Trust. The units of beneficial interest are not and will not be listed on any exchange, quoted by a securities broker or dealer, nor admitted for trading in any market, including the over-the-counter market. The units of beneficial interests are not transferable except by operation of law, will or intestate succession, all in accordance with the terms and conditions of the Trust Agreement.

Beneficiaries

As of April 10, 2013, there were 783 holders of beneficial interest in the Trust. The rights of beneficiaries in the Trust are not represented by any form of certificate or other instrument. Rather, the Trustee, through its transfer agent, is maintaining a record of the name and address of each beneficiary holding units of record and such beneficiary’s aggregate units of beneficial interest in the Trust.

Dividends

Distributions

Equity Compensation Plan Information

The Trust has no equity compensation plans.

Item 6. Selected Financial Data

Not applicable.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Trust” refer to the FSP Phoenix Tower Corp. Liquidating Trust. The use of “Phoenix Tower” refers to FSP Phoenix Tower Corp., except where the context otherwise requires.

The following discussion should be read in conjunction with our condensed financial statements and notes appearing elsewhere in this Form 10-K. Such financial statements and information have been prepared to reflect our net assets in liquidation.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent our current expectations, assumptions, estimates and projections about the FSP Phoenix Tower Corp. Liquidating Trust. These forward-looking statements include estimates of the net assets of the Trust, statements about the amount and timing of the payment of additional liquidating distributions and statements about the Trust’s operating costs through termination of the Trust, which will vary with the length of time it operates. The forward-looking statements in this report are subject to a number of significant risks and uncertainties, and there can be no assurance that the expectations reflected in those statements will be realized or achieved. Such risks and uncertainties include, without limitation, the risk that the Trust may not be able to realize its current estimate of the net value of its assets; the risk that the Trust may have underestimated its obligations and liabilities, including without limitation, operating expenses incurred in connection with carrying out the Plan of Dissolution, liabilities and obligations of Phoenix Tower or the Trust, discharge of any outstanding creditor claims, and the termination of the Trust. See Item 1A, “Risk Factors” for additional information regarding certain of these risks and uncertainties. In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions only as of the date of this report. Except as required by applicable law, we do not intend to update or revise forward-looking statements contained in this report to reflect future events or circumstances.

History

Phoenix Tower commenced operations in February 2006.

On December 10, 2012, Phoenix Tower and FSP Property Management LLC, as Trustee (the “Trustee”), formed the Trust by entering into the Liquidating Trust Agreement (as amended, the “Trust Agreement”), for the creation and operation of the FSP Phoenix Tower Corp. Liquidating Trust. FSP Property Management LLC previously served as Phoenix Tower’s asset manager and is a wholly- owned subsidiary of Franklin Street. The Trust’s activities are restricted to the conservation and protection of the assets transferred by Phoenix Tower to the Trust and the administration thereof, including the payment of any liabilities, costs and expenses of Phoenix Tower or the Trust. The Trust will terminate upon the earlier of the distribution of all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of a period of three years from the effective date of the Trust. The existence of the Trust may, however, be extended for up to two additional one-year periods in the Trustee’s reasonable discretion. The beneficial interests in the Trust are not transferable except by will, intestate succession or by operation of law. Any beneficial interests in the Trust transferred by will, intestate succession or by operation of law will thereafter be subject to such transfer restrictions.

On December 20, 2012, Phoenix Tower, through its subsidiaries, consummated the sale of the Property to PKY 3200 SW Freeway, LLC, an unaffiliated third-party, for a gross sales price of $123,750,000.

On December 21, 2012, FSP Phoenix Tower LLC filed a certificate of cancellation with the Secretary of State of the State of Delaware, which became effective upon filing.

On December 21, 2012, following the dissolution of Phoenix Tower, the Trustee authorized, pursuant to the Trust Agreement, an initial liquidating distribution of a total of $103,950,000 to the beneficial unit holders of the Trust, which amount was to be apportioned pro rata according to the beneficial unit holders’ respective interest in the Trust as of December 21, 2012. The initial liquidating distribution was effected on January 4, 2013. After giving effect to the initial liquidating distribution, as of January 4, 2013, the Trust retained approximately $4,121,000 in assets, comprised of $2,335,000 in cash and cash equivalents, the right to receive up to $1,500,000 in escrow proceeds in accordance with the terms of the Purchase and Sale Agreement and related documents, and $286,000 in tenant receivables, in order to wind up Phoenix Tower’s affairs, resolve any claims and discharge any liabilities of Phoenix Tower during Phoenix Tower’s continued existence under the General Corporation Law of the State of Delaware as described above. As of January 4, 2013, the known liabilities of Phoenix Tower were estimated to be approximately $1,388,000, primarily consisting of accounts payable and accrued expenses, taxes and professional fees, and the Trust has estimated that it will incur approximately $225,000 in costs related

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document to the liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On February 1, 2013, Phoenix Tower filed a Form 15 with the SEC to terminate the registration of Phoenix Tower’s preferred stock under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

On February 5, 2013, FSP Phoenix Tower Limited Partnership filed a certificate of termination with the Secretary of State of the State of Texas, which became effective upon filing.

On April 1, 2013, the Trust received a no-action letter (the “No Action Letter”) from the SEC stating that the Trust would not be required to register the units of beneficial interests under the Exchange Act if it operated as described in that letter. Pursuant to the No Action Letter and the Trust Agreement, the Trust’s activities are restricted to the liquidation of the assets and liabilities transferred by Phoenix Tower to the Trust, and distributing the proceeds therefrom to the beneficiaries, and paying all liabilities, costs and expenses of Phoenix Tower and the Trust. Under the No Action Letter, the Trustee agreed to file Annual Reports on Form 10-K with unaudited financial statements and Current Reports on Form 8-K upon the occurrence of a material event relating to the Trust with the SEC. The Trust is not required to file periodic reports on Form 10-Q, file proxy statements, or present its financial statements in an interactive format through the use of XBRL under the terms of the No Action Letter.

Liquidation Basis of Accounting and Plan of Dissolution

The accompanying financial statements have been prepared on the liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. The precise nature, amount and timing of any future distribution to our beneficial unit holders will depend on and could be delayed by, among other things, claim settlements with creditors, new claims filed by third parties, whether our insurance policies will provide coverage for defense costs and any damages payable on any future litigation matters, and unexpected or greater than expected expenses. Claims, liabilities and future expenses for operations, although currently declining in the aggregate, will continue to be incurred until termination of the Trust. These costs will reduce the amount of net assets available for ultimate distribution to beneficial unit holders

Critical Accounting Policies Although our financial statements and accompanying notes are prepared without audit, they continue to be prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable sections of Regulation S-X promulgated by the SEC. The preparation of these financial statements requires us to use estimates and assumptions that affect reported amounts of assets and liabilities. These estimates are subject to known and unknown risks, uncertainties and other factors that could materially impact the amounts reported and disclosed in the financial statements. We believe the following to be among the most critical judgment areas in the application of our accounting policies. Liquidation Basis of Accounting The liquidation basis of accounting was adopted by Phoenix Tower in executing the Plan of Dissolution for all periods subsequent to December 21, 2012, and will continue as the basis of accounting for the Trust. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The liquidation basis of accounting requires us to make assumptions, judgments and estimates that can have a significant impact on our reported net assets in liquidation. We base our assumptions, judgments and estimates on the most recent information available and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. Any increases in the amount of estimated costs to be incurred during liquidation or decreases in the estimated realizable value of assets will reduce the amount of net assets available for ultimate distribution to the trust beneficiaries

On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly. Under the liquidation basis of accounting, we accrue for the estimated remaining costs to be incurred during liquidation, including expenses of the Trustee, legal expenses, accounting expenses, tax expenses, contractor services, and miscellaneous other expected future costs. As of December 31, 2012, such costs were estimated at approximately $225,000. Our estimates are based on assumptions regarding costs to be incurred in executing the Plan of Dissolution. If there are delays in executing the Plan of Dissolution, actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

On December 21, 2012, the remaining net assets of Phoenix Tower, totaling $106,683,000, were transferred to the Trust.

As of December 31, 2012, net assets in liquidation of the Trust totaled $2,508,000, as follows:

Assets

As of December 31, 2012, the Trust retained approximately $108,017,000 in assets, comprised of $106,215,000 in cash and cash equivalents, the right to receive up to $1,500,000 in escrow proceeds in accordance with the terms of the Purchase and Sale Agreement and related documents, and $302,000 in tenant receivables. The Purchase and Sale Agreement required Phoenix Tower to deposit $1,500,000 in an escrow account held by a title company for a period of nine months from the closing of the sale of the Property on December 20, 2012 as security for any claim made by the buyer for breach of any of Phoenix Tower’s representations in the Purchase and Sale Agreement. We anticipate that all of these funds will be returned to the Trust on or about September 20, 2013 and be available for one or more additional liquidating distributions in amounts and on dates to be determined. However, there can be no assurance all or any portion of these funds will be returned to the Trust or that there will be sufficient funds available to make any such future liquidating distributions.

Liabilities

As of December 31, 2012, the Trust retained approximately $105,509,000 in liabilities, comprised of $103,950,000 of distributions payable, $1,334,000 of accounts payable, accrued expenses, taxes and professional fees and the Trust has estimated that it will incur approximately $225,000 in costs related to the liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs.

Statement of Operations

The financial statements of the Trust are prepared on a liquidation basis and therefore do not include a statement of operations; all references to the results of operations have been deleted and replaced by references to changes in net assets.

Changes in Net Assets (In thousands, except units outstanding):

December 31, December 21, 2012 2012 Net assets in liquidation $ 2,508 $ 106,458 Number of beneficial units outstanding at each respective date 1,050 1,050 Net asset value per unit $ 2 $ 101

For the period December 21, 2012 to December 31, 2012

Net assets in liquidation decreased $103,950,000, or $99,000 per unit, during the period December 21, 2012 to December 31, 2012. The decrease in our net assets in liquidation is the result of the Trustee having authorized, pursuant to the Trust Agreement, an initial liquidating distribution of a total of $103,950,000 to the beneficial unit holders of the Trust, which amount was to be apportioned pro rata according to the beneficial unit holders’ respective interest in the Trust as of December 21, 2012.

Liquidity and Capital Resources

We believe that our cash and cash equivalents balance of approximately $106,215,000 should provide sufficient liquidity to meet our cash needs during the next twelve months from December 31, 2012. While we anticipate that our existing cash and cash equivalents balance will be sufficient to fund our cash needs for expenses related to completion of the Plan of Dissolution for the next twelve months, we can provide no assurances that this will be the case. At December 31, 2012, our cash and cash equivalents were held in bank deposit accounts. We expect to continue to hold our cash and cash equivalents primarily in bank deposit accounts while we execute the Plan of Dissolution.

As of December 31, 2012, we did not have any off-balance sheet arrangements or other contractually narrow or limited purpose arrangements. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships

Obligations and Commitments

Our contractual obligations and commitments as of December 31, 2012 are reported in the statements of net assets in liquidation as estimated costs to be incurred during liquidation. Obligations and commitments of the Trust include the Trust Agreement, the purchase and sale agreement relating to the sale of the Property, and all banking arrangements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

See Part IV, Item 15.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable. Item 9A. Controls and Procedures

Disclosure Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Pursuant to the No-Action Letter, we maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to the Trustee, as in the case when outside contract services are used and as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2012 was conducted by our Trustee of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Trustee concluded that our disclosure controls and procedures as of December 31, 2012 were effective for the purposes stated above.

(b) Management’s Report on Internal Control over Financial Reporting. The Trustee is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Based on the evaluation of the Trustee, our Trustee concluded that our internal control over financial reporting was effective as of December 31, 2012.

(c) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Trustee’s assessment of the effectiveness of our internal controls over financial reporting was not audited. The Trustee’s report is not subject to attestation pursuant to the rules of the Securities and Exchange Commission.

Item 9B. Other Information

Not applicable.

Item 10. Directors, Executive Officers and Corporate Governance

As of December 31, 2012, we have no directors or executive officers. The Trustee manages the business affairs and assets of the Trust.

Responsibilities of our Trustee The Trust Agreement provides that the Trustee will not be personally liable to any beneficiary or to any other party for any act it may do or omit to do as trustee while acting in good faith, except for its own gross negligence or willful misconduct. The fact that any such act or omission was advised, directed or approved by an attorney acting as attorney for the Trust will be conclusive evidence of such good faith. The Trustee has responsibility for the safekeeping and use of all of our funds and assets, whether or not they are in its immediate possession and control, and may not use or commingle funds with other person or entity or permit another to use such funds or assets in any manner except for our exclusive benefit. The Trustee may utilize the assistance of contract services or firms to assist in completing the Plan of Dissolution. Audit Committee The Trust does not have an audit committee or other committee that performs similar functions and, consequently, has not designated an audit committee financial expert.

Sections 16(a) Beneficial Ownership Reporting Compliance

Not Applicable. Code of Ethics

We have not adopted a code of ethics nor do we currently intend to due to the fact that we have no employees and our Trustee manages our business and affairs subject to its fiduciary duties. Our Trustee intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Item 11. Executive Compensation

As of December 31, 2012, we have no directors or executive officers. The Trustee manages the business affairs and assets of the Trust. The Trustee does not receive any compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Principal Beneficiaries

There is no public market for the units of beneficial interest in the Trust. On December 21, 2012, Phoenix Tower filed its certificate of dissolution with the Secretary of State of the State of Delaware, which became effective on that date, and transferred its remaining net assets (consisting primarily of cash) totaling $106,683,000 to the Trust. Upon the transfer of the assets and liabilities to the Trust, Phoenix Tower’s stock records were closed, all of the outstanding shares of Phoenix Tower’s preferred and common stock were cancelled, and each stockholder of Phoenix Tower automatically became the holder of one unit of beneficial interest in the Trust for each one share of Phoenix Tower’s preferred stock then currently held of record by such stockholder. The units are not and will not be listed on any exchange, quoted by a securities broker or dealer, nor admitted for trading in any market, including the over-the-counter market. The beneficial interests in the Trust are not transferable except by will, intestate succession or by operation of law. Any beneficial interests in the Trust transferred by will, intestate succession or by operation of law will thereafter be subject to such transfer restrictions.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following table sets forth the beneficial ownership of units as of March 31, 2013, as to (i) each beneficiary that is known by us to beneficially own more than five percent of the outstanding units as of March 31, 2013; and (ii) a wholly-owned subsidiary of Franklin Street, which is the parent corporation of our Trustee.

Number of Units Percentage of Beneficially Units Beneficially Beneficial Owner Owned Owned

FSP PT Houston LLC (1) 48 4.6%

Edward Darman Company Limited Partnership (2) 98 9.33%

FSP PT Houston LLC is a wholly-owned subsidiary of Franklin Street, which is the parent corporation of the Trustee. The address (1) of FSP PT Houston LLC is c/o Franklin Street Properties Corp., 401 Edgewater Place, Wakefield, Massachusetts 01880. Edward Darman is the Chief Executive Officer of Edward Darman Company Limited Partnership, or the Partnership, and, in such (2) capacity, has sole voting and dispositive power over the units of beneficial interest held by the Partnership. The address of the Partnership is c/o Saxon Real Estate Partners, 200 Oak Point Drive, Middleboro, Massachusetts 02346-1325.

Equity Compensation Plan Information

The Trust does not have any equity compensation plans.

Item 13. Certain Relationships and Related Transactions and Director Independence

The Trustee manages our day-to-day business affairs and assets. Prior to the sale of the Property on December 20, 2012, the Trustee provided asset management services to Phoenix Tower. The Trustee is a wholly-owned subsidiary of Franklin Street. FSP PT Houston LLC, a wholly-owned subsidiary of Franklin Street, beneficially owns 48 units of beneficial interests in the Trust. Like all beneficiaries, FSP PT Houston LLC is required to retain ownership of such units in accordance with the terms of the Trust Agreement.

Trust Agreement

Trustee Indemnification

Pursuant to the Trust Agreement, the Trust shall, to the maximum extent permitted by law, indemnify the Trustee against, and hold the Trustee harmless as to, any and all claims, causes of action and liabilities, including all expenses and defense costs (including reasonable attorneys’ fees), arising out of or in connection with its service as trustee under the Trust Agreement or any acts or omissions taken or omitted to be taken as trustee under the Trust Agreement, except to the extent that it is finally determined that the Trustee did not act in good faith or such actions or omissions constitute gross negligence or willful misconduct on the part of the Trustee. In the event that any legal proceeding is instituted against the Trustee, as trustee or personally, on account of any actions or omissions taken by the Trustee, then prior to the final disposition of such action, the Trustee shall be entitled to cause the Trust to advance to the Trustee such fees and costs as are reasonably incurred by the Trustee in defending against such action.

Investor Services Agreement

On January 1, 2013, we entered into an Amended and Restated Investor Services Agreement (the “FSPI Agreement”) with FSP Investments LLC for the provision of investor services to beneficial unit holders. FSP Investments LLC is a wholly-owned subsidiary of Franklin Street. FSP Investments LLC acted as a real estate investment firm and broker/dealer with respect to (a) Phoenix Tower’s organization, (b) Phoenix Tower’s acquisition of the Property and (c) the sale of equity interests in Phoenix Tower. The FSPI Agreement requires us to pay a monthly service fee of $500 for services performed under the FSPI Agreement, and to reimburse FSP Investments LLC for its reasonable out-of-pocket expenses incurred in connection with the FSPI Agreement. The FSPI Agreement may be terminated by either party with thirty days written notice or immediately upon certain events of default set forth in the FSPI Agreement.

Not applicable.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) Financial Statements and Financial Statement Schedules.

Page Unaudited Statement of Net Assets in Liquidation as of December 31, 2012 15 Unaudited Statement of Changes in Net Assets in Liquidation for the period December 21, 2012 to December 31, 16 2012 Notes to Unaudited Financial Statements 17

(a)(2) Financial Statement Schedules:

All schedules have been omitted as the required information is inapplicable or the information is presented in the unaudited financial statements or related notes.

(a)(3) Exhibits:

The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this annual report.

(b) Exhibits:

See item 15(a)(3) above.

All schedules have been omitted as the required information is inapplicable or the information is presented in the unaudited financial statements or related notes.

Statement of Net Assets in Liquidation As of December 31, 2012 (in thousands, unaudited)

Assets Cash and cash equivalents $ 106,215 Restricted Cash 1,500 Receivables and other assets 302 108,017

Liabilities Accounts payable and accrued expenses $ 1,334 Distribution Payable 103,950 Costs to be incurred during liquidation 225 105,509

Net Assets in Liquidation $ 2,508

The accompanying notes are an integral part of this unaudited financial statement.

Statement of Changes in Net Assets in Liquidation For the Period December 21, 2012 to December 31, 2012 (in thousands, unaudited)

Net Assets in liquidation, beginning of period $ - Changes in net assets in liquidation: Transfer from Phoenix Tower 106,683 Costs to be incurred during liquidation (225) Net Change in net assets in liquidation 106,458 Amount of authorized distribution 103,950 Net increase in net assets in liquidation 2,508 Net Assets in liquidation, end of period $ 2,508

The accompanying notes are an integral part of this unaudited financial statement.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document FSP Phoenix Tower Corp. Liquidating Trust Notes to Unaudited Financial Statements

Note 1. Description of Business

On December 10, 2012, Phoenix Tower and FSP Property Management LLC, as Trustee (the “Trustee”), formed the Trust by entering into the Liquidating Trust Agreement (as amended, the “Trust Agreement”), for the creation and operation of the FSP Phoenix Tower Corp. Liquidating Trust. FSP Property Management LLC previously served as Phoenix Tower’s asset manager and is a wholly-owned subsidiary of Franklin Street. The Trust’s activities are restricted to the conservation and protection of the assets transferred by Phoenix Tower to the Trust and the administration thereof, including the payment of any liabilities, costs and expenses of Phoenix Tower or the Trust. The Trust will terminate upon the earlier of the distribution of all of the Trust’s assets in accordance with the terms of the Trust Agreement, or the expiration of a period of three years from the effective date of the Trust. The existence of the Trust may, however, be extended for up to two additional one-year periods in the Trustee’s reasonable discretion. The beneficial interests in the Trust are not transferable except by will, intestate succession or by operation of law. Any beneficial interests in the Trust transferred by will, intestate succession or by operation of law will thereafter be subject to such transfer restrictions.

Note 2. Summary of Significant Accounting Policies

Basis of Accounting

The liquidation basis of accounting was adopted by Phoenix Tower in executing the Plan of Complete Dissolution and Liquidation (the “Plan of Dissolution”) for all periods subsequent to December 21, 2012, and will continue as the basis of accounting for the Trust. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Claims, liabilities and future expenses for operation of the Liquidating Trust will continue to be incurred until the Trust is terminated.

Use of Estimates

The preparation of financial statements in accordance with GAAP and under the liquidation basis of accounting requires us to make estimates and judgments that affect the reported amounts of assets (including net assets in liquidation), liabilities and expenses. We believe that our critical accounting policies are those that require significant judgments and estimates. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could vary from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.

Note 2. Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

As of December 31, 2012, cash and cash equivalents total approximately $106,215,000, which consist of funds held in a bank deposit accounts. Cash equivalents are stated at costs plus accrued interest approximates market value.

Restricted Cash

As of December 31, 2012, restricted cash was approximately $1,500,000 representing funds held in an escrow account by a title company as security for any claim of breach of any of Phoenix Tower’s representations in the purchase and sale agreement signed in connection with the sale of Phoenix Tower’s real property on December 20, 2012. We anticipate that all of these funds will be returned to the Trust on or about September 20, 2013 and be available for one or more additional liquidating distributions in amounts and on dates to be determined. However, there can be no assurance all or any portion of these funds will be returned to the Trust or that there will be sufficient funds available to make any such future liquidating distributions.

Recent Accounting Pronouncements

There are no previously issued or new accounting pronouncements or changes in accounting pronouncements that have had, or are expected to have a material impact on the Trust’s financial statements.

Concentration of Credit Risk - Financial Instruments

Financial instruments that subject the Trust to a concentration of credit risk consist of cash and cash equivalents and restricted cash balances maintained in financial institutions that are, in part, in excess of Federal Deposit Insurance Corporation (“FDIC”) limits. As of December 31, 2012, the Trust held cash and cash equivalents and restricted cash of approximately $107,715,000 in excess of the FDIC insurance limits.

Financial Instruments

Our net assets in liquidation as of December 31, 2012 include the following financial instruments: cash and cash equivalents and accrued expenses. As our financial statements have been prepared under the liquidation basis of accounting, the carrying values of these instruments classified as assets and liabilities represent their estimated net realizable values and estimated settlement amounts, respectively.

Costs to be incurred during liquidation

Under the liquidation basis of accounting, we accrue for the estimated remaining costs to be incurred during liquidation, including legal expenses, accounting expenses, tax reporting expenses, contractor services, and miscellaneous other expected future costs. As of December 31, 2012, such costs were estimated at approximately $225,000. Our estimates are based on assumptions regarding costs to be incurred in executing the Trust Agreement, as described above in Note 1. The actual costs incurred during liquidation may increase, reducing net assets available in liquidation.

Income Taxes

We are treated as a grantor trust for federal income tax purposes and accordingly, will not be subject to federal or state income tax on any income earned or gain recognized by us. Our beneficiaries will be treated as the owner of a pro rata portion of each asset, including cash, received by and held by us and will be required to report on his or her federal, state or foreign tax return his or her pro rata share (per unit) of taxable income, including gains and losses recognized by us. Accordingly, there is no provision for federal or state income taxes in the accompanying financial statements.

Note 3. Commitments and Contingencies

Indemnifications

Pursuant to the Trust Agreement, the Trust shall, to the maximum extent permitted by law, indemnify the Trustee against, and hold the Trustee harmless as to, any and all claims, causes of action and liabilities, including all expenses and defense costs (including reasonable attorneys’ fees), arising out of or in connection with its service as trustee under the Trust Agreement or any acts or omissions taken or omitted to be taken as trustee under the Trust Agreement, except to the extent that it is finally determined that the Trustee did not act in good faith or such actions or omissions constitute gross negligence or willful misconduct on the part of the Trustee. In the event that any legal proceeding is instituted against the Trustee, as trustee or personally, on account of any actions or omissions taken by the Trustee, then prior to the final disposition of such action, the Trustee shall be entitled to cause the Trust to advance to a Trustee such fees and costs as are reasonably incurred by the Trustee in defending against such action.

Note 4. Subsequent Event.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FSP PHOENIX TOWER CORP. LIQUIDATING TRUST

(Registrant)

By: FSP Property Management LLC, its Trustee

Date: April 12, 2013 By: /s/ John G. Demeritt John G. Demeritt Executive Vice President and Chief Financial Officer

Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in the Annual Report on Form 10-K for the fiscal year 2012 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No. Description

Plan of Complete Dissolution and Liquidation of FSP Phoenix Tower Corp., as approved by stockholders on June 2.1 21, 2012 and as currently in effect (included as Annex A to Phoenix Tower’s Definitive Proxy Statement filed on May 4, 2012 and incorporated herein by reference)

Liquidating Trust Agreement, dated as of December 10, 2012, by and between FSP Phoenix Tower Corp. and FSP 10.1* Property Management LLC

Amendment No. 1 to Liquidating Trust Agreement, dated as of March 28, 2013, by and between FSP Phoenix 10.2* Tower Corp. and FSP Property Management LLC

Purchase and Sale Agreement by and between FSP Phoenix Tower Limited Partnership and PKY 3200 SW 10.3* FREEWAY, LLC, dated December 3, 2012

31.1* Certification of Trustee pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Trustee pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- 32.1* Oxley Act of 2002

* Filed herewith.

FSP PHOENIX TOWER CORP.

LIQUIDATING TRUST AGREEMENT

LIQUIDATING TRUST AGREEMENT made this 10th day of December, 2012 (the “Effective Date”), by and between FSP Property Management LLC, a Massachusetts limited liability company (hereinafter referred to as the “Trustee”), on behalf of the holders of the Corporation’s capital stock, as grantors, and FSP Phoenix Tower Corp., a Delaware corporation (the “Corporation”).

Introduction

WHEREAS, the board of directors of the Corporation and the Corporation’s stockholders have approved the dissolution of the Corporation and the winding up of the Corporation’s affairs, the satisfaction of any outstanding obligations to its creditors and the distribution of the remaining assets, if any, of the Corporation to its stockholders in accordance with the priorities specified in the Corporation’s Certificate of Incorporation, as amended to date;

WHEREAS, the Plan of Complete Dissolution and Liquidation of the Corporation (the “Plan”), approved by the Corporation’s board of directors and stockholders, provides for the establishment of a liquidating trust in the discretion of the board of directors of the Corporation;

WHEREAS, in accordance with the Plan, the board of directors of the Corporation hereby desires to establish a liquidating trust in order to facilitate the winding up of the Corporation’s affairs;

WHEREAS, the Corporation shall distribute its remaining assets to the trust created hereby on behalf of the holders of the Corporation’s capital stock, as grantors of the trust created hereby (the “Stockholders”), in consideration of their tendering their shares for cancellation;

WHEREAS, in connection with such distribution, the trust created hereby agrees to assume all of the liabilities and obligations of the Corporation;

WHEREAS, the receipt by the former stockholders of a beneficial interest in the Liquidating Trust in exchange for their shares in the Corporation is intended to be treated as a distribution in complete liquidation pursuant to Sections 331 and 336 of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the intent of the parties is that the Liquidating Trust be a “successor entity” to the Corporation, as such term is defined in Section 280(e) of the Delaware General Corporation Law (“DGCL”).

In consideration of the foregoing, the parties hereby agree as follows:

TRUST GENERALLY

1. A trust (the “Trust”) is hereby created for the benefit of the Stockholders (the “Beneficiaries”). The Trustee of the Trust shall make distributions to the Beneficiaries as set forth in Article III of this Trust Agreement.

2. The name of the Trust created by this Trust Agreement is FSP Phoenix Tower Corp. Liquidating Trust, and all documents and agreements pertaining to the Property (as defined below) or the Trust may be executed in that name.

3. On such date as the Corporation shall determine following the filing by the Corporation of a Certificate of Dissolution pursuant to Section 275 of the DGCL, all “Property” of the Corporation and its estate shall be conveyed, assigned, transferred and granted to the Trustee, solely in its capacity as a Trustee, and the Trust and shall vest in the Trustee and the Trust. The term “Property” for the purposes of this Trust means:

All causes of action, rights, claims and demands against any third parties, creditors, investors, individuals, insiders or other entities that the Corporation owns or has an interest in or can assert in any fashion since its formation, including without limitation all rights to distributions that the Corporation has from FSP Phoenix Tower Limited Partnership a. (“PTLP”) or FSP Phoenix Tower LLC and all rights that the Corporation has to any distributions from the $1,500,000 escrow holdback account established pursuant to the Purchase and Sale Agreement dated as of December 3, 2012 between PTLP and PKY 3200 SW Freeway, LLC.

Any and all of the Corporation’s money in the Corporation’s bank accounts or held by b. others on behalf of the Corporation and any other monies or sums to which the Corporation may be entitled hereafter.

Any mortgages, deeds of trust, assignments of rents, interests or security agreements c. encumbering properties of third parties which liens, interests and encumbrances belong to or are entitled to be claimed by the Corporation or in which the Corporation has an interest.

Any and all other tangible and intangible assets of the Corporation, including but not limited to, all proceeds from the disposition of any assets of the Corporation pursuant to d. agreements in effect on the date of this Agreement, all accounts receivable, the proceeds of liquidation sales, tax refunds, insurance proceeds, recoveries from third parties, and all other assets and rights to payment of any kind, nature or description.

e. Any and all claims, obligations and liabilities of the Corporation (the “Liabilities”).

POWERS, DUTIES AND RESPONSIBILITIES OF TRUSTEE

1. The Trustee shall promptly take such action as is necessary to liquidate to cash all Property and to collect on all actions vested in it and the Trust from the Corporation and its estate by such means as it deems advisable. The Trustee is hereby authorized to retain professionals, including attorneys, auctioneers and appraisers, and other agents for such purposes and to pay such professionals and agents out of the assets of the Trust.

2. The Trustee is appointed for the primary purpose of liquidating and distributing the assets transferred to the Trust with no objective to continue or engage in the conduct of a trade or business. The Trustee shall make continuing efforts to dispose of the Trust’s assets, make timely distributions and not prolong the liquidation. The sole purpose of the Trust shall be to collect all outstanding assets of the Corporation and to liquidate the Trust corpus and discharge the liabilities transferred to it with no objective to continue or engage in the conduct of any trade or business. In no event shall the Trustee receive any property, make any distribution, satisfy or discharge any obligation, claim, liability, or expense or otherwise take any action which is inconsistent with a complete liquidation of the Corporation as that term is used and interpreted by Sections 331 and 336 of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, and rulings, decisions and determinations of the Internal Revenue Service or any court of competent jurisdiction, or take any action that would jeopardize the status of the Trust as a liquidating trust for federal income tax purposes within the meaning of Treasury Regulation Section 301.7701-4(d). The Trust will not retain cash or other assets in excess of a reasonable amount to meet contingent or other liabilities. The Trust is not intended to be, shall not be deemed to be and shall not be treated as, a general partnership, limited partnership, joint venture, corporation, joint stock company or association, nor shall the Trustee or the Beneficiaries, or any of them, for any purposes be, or be deemed to be or treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. In no event shall any part of the Trust corpus revert or be distributed to the Corporation. Notwithstanding any other provision hereof, the Trustee is authorized and empowered to take only such action as is necessary or advisable to preserve the Trust corpus pending its distribution to the Beneficiaries, and the Trustee shall have no power or authority to enter into or engage in the conduct of any trade or business in respect of the Trust corpus. The Trustee shall generally have all of the powers incident to its position, including, without limitation, the power and authority to perform the following acts:

a. Perfect and secure its right, title and interest to the assets comprising the Property;

b. Sell and convert the Property to cash and distribute the net proceeds as specified herein;

c. Manage and protect the Property and distribute the net proceeds, as specified herein;

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document d. Release, convey, abandon or assign any right, title or interest in or about the Property;

Pay and discharge any costs, expenses, Trustee’s fees or obligations deemed necessary to e. preserve the Property or any part thereof or to preserve this Trust; f. Purchase insurance to protect from liability the Trustee;

Establish one or more accounts in which shall be deposited exclusively funds held by it as g. Trustee and draw checks and make distributions therefrom;

Employ and have such attorneys, accountants, agents, tax specialists, and other h. professionals as may be deemed necessary or appropriate;

Exercise any and all powers granted to the Trustee by any agreements or by common law i. or any statute which serves to increase the extent of the powers granted to the Trustee hereunder; j. Take any action required or permitted by this Trust Agreement;

Settle, compromise or adjust by arbitration or otherwise any disputes or controversies in k. favor or against the Trust or the Property on such terms as the Trustee may deem proper; l. Waive or release rights of any kind;

Appoint, remove and act through agents, managers and employees and confer upon them m. such power and authority as may be necessary or advisable;

Have instituted on behalf of the Trust and prosecute all suits and proceedings, including, without limitation, all claims or causes of actions which could be brought by or on behalf n. of the Corporation, and prosecute or defend all actions against or appeals on behalf of the Corporations; o. File any required tax returns and settle any claims; p. Enter into agreements or contracts.; and

In general, without in any manner limiting any of the foregoing, deal with the Property or any part or parts thereof in all other ways as would be lawful for any person owning the q. same to deal therewith, whether similar to or different from the ways above specified, at any time or times hereafter.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. The Trustee shall have full and complete authority to manage, do and perform all acts, execute all documents, agreements and instruments and to make all payments and distributions of funds that it deems necessary or appropriate to effectuate the provisions of this Trust Agreement.

4. The Trustee shall have the power to invest funds of the Trust in demand and time deposits in any national bank, and to make temporary investments such as short-term certificates of deposit in such banks, Treasury bills and shares of money market mutual funds.

5. In no case shall any party dealing with the Trustee in any manner whatsoever in relation to the Property or to any part or parts thereof, including but not limited to, any party to whom the Property or any part thereof shall be conveyed or contracted to be sold by the Trustee, be obligated to see to the application of any money or proceeds borrowed or advanced on said Property or be obligated to see that the provisions of this Trust Agreement have been complied with, or be obligated or privileged to inquire into the necessity or expediency of any act of the Trustee, or to inquire into any other limitation or restriction on the power and authority of the Trustee, but as to any party dealing with the Trustee in any manner whatsoever in relation to the Property, the power of the Trustee to act or otherwise deal with said Property shall be absolute.

6. All costs, expenses and obligations incurred by the Trust or Trustee in administering this Trust or in any manner connected, incidental or related thereto shall be a charge against the Property and shall be paid or reserved for prior to a distribution to the Beneficiaries as herein provided. Any attorneys or other professionals employed by the Trustee shall receive reasonable compensation for their services rendered, based upon a reasonable hourly rate, and expenses incurred in the administration of the Trust shall be deemed earned from the commencement of the Trust, and shall be a charge against and paid out of the Property on the same basis as other costs, expenses and obligations of the Trust. Should any liability be asserted against the Trustee as the transferee of the Property or as a result of the assumption of the Liabilities, the Trustee may use such part of the Property as may be necessary in contesting any such liability or in payment thereof.

7. The Trustee shall keep an accounting of receipts and distributions. The Trustee shall not be required to render periodic reports of the Trust to any Beneficiary except such reports as may be necessary to comply with the requirements of any regulatory agency having jurisdiction over the Trust or the Corporation.

8. The Trustee shall have no personal liability for any of the Liabilities. No recourse shall ever be had, directly or indirectly, against the Trustee personally or against the Beneficiaries or any of them or against any employee of or professional retained by the Trustee, by legal or equitable proceedings or by virtue of any statute or otherwise, on any deed of trust, mortgage, pledge, note, nor upon any promise, contract, instrument, undertaking, obligation, covenant or agreement whatsoever executed by the Trustee under this Trust or by it for any purpose authorized by this Trust, it being expressly understood and agreed that all such liabilities, covenants and agreements of the Trustee or any such employee, whether in writing or otherwise, under this Trust shall be enforceable only against and be satisfied only out of the Property or such part thereof as shall under the terms of any such agreement be liable therefor or shall be evidence only of a right of payment out of the income and proceeds of the Property, as the case may be; and every undertaking, contract, covenant or agreement entered into in writing by the Trustee shall provide expressly against the personal liability of the Trustee.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9. All of the decisions and determinations (including determinations of the meaning of any ambiguity in this Trust Agreement) of the Trustee made in good faith and in the exercise of reasonable business judgment shall be conclusive and binding on the Beneficiaries. The Trustee shall not be personally liable to any Beneficiary or any other party for any act it may do or omit to do as trustee hereunder while acting in good faith, except for its own gross negligence or willful misconduct. The fact that any such act or omission was advised, directed or approved by an attorney acting as attorney for this Trust shall be conclusive evidence of such good faith.

10. A Trustee may resign at any time by giving written notice to the Beneficiaries and such resignation shall be effective upon the date provided in such notice.

11. A Trustee may be removed, with or without cause, by a majority-in-interest (as defined in Section 7 of Article V below) of the Beneficiaries.

12. In case of death, resignation or removal of a Trustee, any remaining Trustee or, if there is none, a majority-in-interest of Beneficiaries may appoint a successor. Such successor Trustee shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Trust records. Thereupon, such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of the predecessor in the Trust, and assume all of its Liabilities, with like effect as if originally named herein.

ARTICLE III

TERM OF TRUST AND PAYMENTS TO BENEFICIARIES

1. This Trust shall be effective as of the Effective Date and shall remain and continue in full force and effect until the Property subject to the Trust has been wholly converted to cash and all costs, expenses and obligations incurred in administering this Trust have been fully paid and discharged and all remaining income and proceeds of the Property have been distributed to the Beneficiaries. This Trust shall terminate upon the final distribution of such income and proceeds of the Property to the Beneficiaries. The Trustee will make continuing efforts to dispose of the Property, make timely distributions and not unduly prolong the duration of the Trust. Notwithstanding anything contained herein, the Trust shall terminate not later than three years from the Effective Date; provided however that the Trustee may in its reasonable discretion extend the term of the Trust for up to two additional one-year periods.

2. Payments, if any, from the assets of the Trust shall be made to the creditors of the Corporation and to the Beneficiaries under the Trust, from time to time, pursuant to the provisions of, and in the priority set forth, in the Plan. The Trust is required to distribute net proceeds from the sale of assets and income from investments to known Beneficiaries at least annually, except to the extent the Trustee determines that the Trust needs to retain a reasonable amount of such proceeds or income to meet claims and contingent liabilities.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. No Beneficiary shall have power to dispose of his, her or its interest in the Trust, except by will, intestate succession or operation of law or with the prior written consent of the Trustee.

4. Ownership of a beneficial interest in the Trust shall not entitle any Beneficiary to any title in or to the Property as such, or to any right to prosecute individually the same, or to require an accounting from the Trustee except as specifically required by the terms of this Agreement. The Trustee may require any Beneficiary to surrender all certificates representing shares of the Corporation’s capital stock held by such Beneficiary as a condition to the receipt of any distribution from the Trust.

5. Subject to Section 3 above, the beneficial interest of each of the Beneficiaries in the Trust shall be equal to their respective interests in the proceeds of the liquidation of the Corporation as of the time of transfer of the Property to the Trust. The Trustee may rely on the books and records of the Corporation’s transfer agent for the names, addresses and ownership percentages of the Beneficiaries. The Trustee may treat the person or entity in whose name an interest is registered on such books and records as the owner thereof for the purposes of receiving distributions from the Trustees and for all other purposes.

ARTICLE IV

INDEMNITY

1. The Trust shall, to the maximum extent permitted by law, indemnify the Trustee against, and hold the Trustee harmless as to, any and all claims, causes of action and liabilities, including all expenses and defense costs (including reasonable attorneys’ fees), arising out of or in connection with its service as trustee under this Trust Agreement or any acts or omissions taken or omitted to be taken as trustee under this Trust Agreement, except to the extent that it is finally determined that the Trustee did not act in good faith or such actions or omissions constitute gross negligence or willful misconduct on the part of the Trustee. In the event that any legal proceeding is instituted against a Trustee, as trustee or personally, on account of any actions or omissions taken by a Trustee, then prior to the final disposition of such action, a Trustee shall be entitled to cause the Trust to advance to a Trustee such fees and costs as are reasonably incurred by the Trustee in defending against such action, provided the Trustee first:

executes an instrument attesting to the fact that it believes it has acted in good faith and has a. not taken any actions constituting gross negligence or willful misconduct, and

executes an instrument whereby it promises to reimburse to the Trust such advanced amounts, without interest, in the event that the final disposition of such action includes a b. finding that the Trustee has failed to act in good faith, was grossly negligent or took any action constituting willful misconduct in connection with the Trust.

2. No bond shall be required of a Trustee to secure the proper performance of its duties and obligations hereunder.

MISCELLANEOUS

1. Governing Law. The Trust created hereby shall be construed, regulated and administered under the laws of the State of Delaware.

2. Headings. Each heading preceding an article, section or paragraph of this Trust Agreement is inserted for convenience only and shall not affect interpretation or construction of this Trust Agreement.

3. Partial Invalidity. If any provision of this Trust Agreement shall for any reason be held invalid or unenforceable by any court, governmental agency or arbitrator of competent jurisdiction, such invalidity or unenforceability shall not affect any other provision hereof, and this Trust Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

4. Conflict of Provisions. To the extent that any provision of this Trust Agreement conflicts with, or is in any way inconsistent with, the terms and conditions of the Plan, the terms and conditions of the Plan shall govern and control.

5. Entire Agreement. This Trust Agreement and the Plan constitute the entire agreement by and among the parties, and there are no representations, warranties, covenants or obligations except as set forth herein or in the Plan. This Trust Agreement, together with the Plan, supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the parties hereto relating to the subject matter hereof. Except as otherwise expressly provided herein or in the Plan, nothing in this Trust Agreement is intended, nor shall be construed, to confer upon or give to any person other than the parties hereto and the Beneficiaries any rights or remedies under or by reason of this Trust Agreement.

6. No Waiver. Any failure or delay on the part of the Trustee to exercise any right or remedy conferred upon it pursuant to this Trust Agreement shall not affect such right or remedy, nor shall it constitute the Trustee’s waiver of such right or remedy. Similarly, the resort to one form of remedy by the Trustee shall not constitute a waiver of any alternative remedies available to it under this Trust Agreement.

7. Amendment and Waiver. Any material provision of this Trust Agreement may be amended or waived by the Trustee, subject to the approval of Beneficiaries owning a majority of the outstanding shares of Preferred Stock of the Corporation as of the effectiveness of the Certificate of Dissolution of the Corporation (a “majority- in-interest”), present in person or by proxy at a meeting of Beneficiaries at which there is a quorum. Non-material amendments to this Trust Agreement may be made, as necessary to clarify this Trust Agreement or enable the Trustee to effectuate the terms of this Trust Agreement, by the Trustee. Notwithstanding this Section, any amendments to this Trust Agreement shall not be inconsistent with the purpose and intention of the Trust to liquidate in an expeditious but orderly manner the Property in accordance with Treasury Regulation 301.7701-4(d) and the Plan.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. Filing Documents. A copy of this Trust Agreement and all amendments thereof shall be filed in an office of the Trustee, or an agent thereof, and shall be available at all times for inspection by any Beneficiary or its duly authorized representative.

9. Exculpatory Provisions and Survival Thereof. Whether or not expressly therein so provided, any and all exculpatory provisions, immunities and indemnities, and any limitations and negations of liability contained in this Trust Agreement, in each case inuring to the benefit of the Trustee shall survive (i) the termination of this Trust Agreement, and (ii) as to any person who has served as Trustee, the resignation or removal of such person as Trustee.

10. Meeting of Beneficiaries. Meetings of the Beneficiaries may be called at any time and from time to time for the purpose of taking any action which Beneficiaries are permitted to take under the terms of this Trust Agreement or under applicable law. The Trustee may at any time call a meeting of the Beneficiaries to be held at such time and at such place as the Trustee shall determine. Notice of any meeting of the Beneficiaries shall be given by the Trustee. Such notice shall set forth the time and place of the meeting and in general terms the action to be proposed at the meeting and shall be mailed not more than 60 nor less than 10 days before the meeting is to be held to all of the Beneficiaries as of a record date not more than 60 days before the date of the meeting. Each Beneficiary as of the record date shall be entitled to vote at a meeting of the Beneficiaries, either in person or by his, her or its proxy duly authorized in writing. At any meeting of Beneficiaries, the presence of a majority-in- interest of the Beneficiaries shall constitute a quorum. The signature of the Beneficiary on such written authorization need not be witnessed or notarized. The Trustee may establish such rules and regulations as it deems advisable for the conduct of any meeting of Beneficiaries.

11. Counterparts. This Trust Agreement may be executed in any number of counterparts, each of which, when so executed and delivered by a party hereto, shall be deemed an original, and all of which counterparts, when combined, shall constitute one and the same instrument.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, we have executed this Trust Agreement, this 10th day of December, 2012

FSP PROPERTY MANAGEMENT LLC, as Trustee and not individually

By: /s/ Janet P. Notopoulos Janet P. Notopoulos Title: President

FSP PHOENIX TOWER CORP.

By: /s/ George J. Carter George J. Carter Title: President

FSP PHOENIX TOWER CORP.

AMENDMENT NUMBER 1 TO

LIQUIDATING TRUST AGREEMENT

This Amendment Number 1 to Liquidating Trust Agreement made this 28th day of March, 2013 (the “Effective Date”), by FSP Property Management LLC, a Massachusetts limited liability company (hereinafter referred to as the “Trustee”), on behalf of the former holders of the Corporation’s capital stock, as grantors, and FSP Phoenix Tower Corp., a Delaware corporation (the “Corporation”).

WHEREAS, the board of directors of the Corporation and the Corporation’s stockholders have approved the dissolution of the Corporation and the winding up of the Corporation’s affairs, the satisfaction of any outstanding obligations to its creditors and the distribution of the remaining assets (the “Assets”), if any, of the Corporation to its stockholders in accordance with the priorities specified in the Corporation’s Certificate of Incorporation, as amended to date;

WHEREAS, in connection with the dissolution of the Corporation, the Trustee and the Corporation entered into that certain Liquidating Trust Agreement, dated December 10, 2012 (the “Liquidating Trust Agreement”), and, pursuant to the Liquidating Trust Agreement established a liquidating trust in order to facilitate the winding up of the Corporation’s affairs;

WHEREAS, Article V, Section 7 of the Liquidating Trust Agreement provides for the authority of the Trustee to make non-material amendments to the Liquidating Trust Agreement as necessary to clarify such agreement or enable the Trustee to effectuate the terms of such agreement;

WHEREAS, the Trustee wishes to make the following non-material amendments to the Liquidating Trust Agreement to clarify such agreement or enable the Trustee to effectuate the terms of such agreement; and

WHEREAS, capitalized terms used in this Amendment Number 1 and not otherwise defined shall have the respective meanings ascribed to such term in the Liquidating Trust Agreement.

In consideration of the foregoing, the Liquidating Trust Agreement is amended as follows:

1. Article II, Section 7 of the Liquidating Trust Agreement shall be deleted and replaced in its entirety with the following so that Article II, Section 7 shall read as follows:

“The Trustee shall keep an accounting of receipts and distributions. Without limiting the foregoing:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) As soon as practicable after the Effective Date, the Trustee will deliver, or cause to be delivered, to each Beneficiary a notice indicating such Beneficiary’s beneficial interest in the Trust and the contact details of the Trustee. As soon as practicable after the end of each tax year and after the date on which the Trust terminates, but in any event within 90 days after each such event, the Trustee shall submit a written report and account to the Beneficiaries showing (i) the Assets and Liabilities of the Trust at the end of such taxable year or date of termination and the receipts and disbursements of the Trust for such taxable year or period ending on the date of termination, prepared in accordance with generally accepted accounting principles, (ii) any changes in the Trust Assets and Liabilities that have not been previously reported, and (iii) any action taken by the Trustee in the performance of its duties under this Agreement that it has not previously reported, and which, in its opinion, materially affects the Trust Assets or Liabilities.

(b) Whenever a material event relating to the Trust Assets occurs, the Trustee shall, within a reasonable period of time after such occurrence, prepare and issue a publicly available report describing such event. The occurrence of a material event need not be reported if an annual report pursuant to Section 2.7(a) will be issued at approximately the same time that a report pursuant to this Section 2.7(b) would be issued and such annual report describes the material event as it would be discussed in an interim report. The occurrence of a material event will be determined solely by the Trustee or as may be required by the rules and regulations promulgated by the United States Securities and Exchange Commission.”

2. Article III, Section 3 shall be deleted and replaced in its entirety with the following so that Article III, Section 3 shall read as follows:

“3. No Beneficiary shall have power to dispose of his, her or its beneficial interest in the Trust, except by will, intestate succession or operation of law, and any beneficial interest transferred by will, intestate succession or operation of law will thereafter be subject to such transfer restrictions. Neither the Trustee, the Trust, the Corporation nor any of their respective affiliates will take any actions to facilitate or encourage any trading in the beneficial interests in the Trust or in any instrument or interest tied to the value of the beneficial interests in the Trust.”

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FSP PROPERTY MANAGEMENT LLC, as Trustee and not individually

By: /s/ Janet P. Notopoulos Name: Janet P. Notopoulos Title: President

FSP PHOENIX TOWER CORP.

(for purposes of Section 2 above)

By: /s/ George J. Carter Name: George J. Carter Title: President

PURCHASE AND SALE AGREEMENT

Between

FSP PHOENIX TOWER LIMITED PARTNERSHIP,

SELLER

And

PKY 3200 SW FREEWAY, LLC

BUYER

Premises:

Phoenix Tower 3200 Southwest Freeway Houston, Texas

December 3, 2012

NOTE THIS DRAFT PURCHASE AND SALE AGREEMENT AND OTHER DRAFT PURCHASE AND SALE AGREEMENTS, AND/OR ANY CORRESPONDENCE, WRITINGS, COMMUNICATIONS OR OTHER DOCUMENTS DELIVERED OR EXCHANGED BETWEEN SELLER AND BUYER AND THEIR RESPECTIVE COUNSEL SHALL IN NO EVENT BE DEEMED TO BE AN OFFER OR AN AGREEMENT TO SELL OR TO ENTER INTO A CONTRACT OF SALE ON THE TERMS SET FORTH HEREIN OR OTHERWISE AND NO SALE, OR AGREEMENT TO SELL, SHALL BE BINDING ON EITHER SELLER OR BUYER EXCEPT AND UNTIL AS EXPRESSLY SET FORTH IN SECTION 17.10 OF THIS DRAFT CONTRACT OF SALE.

THIS PURCHASE AND SALE AGREEMENT (Agreement) is made as of the 3rd day of December, 2012 (the Effective Date), by and between FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership (Seller) and PKY 3200 SW FREEWAY, LLC, a Delaware limited liability company (Buyer). CHICAGO TITLE INSURANCE COMPANY (the Escrow Agent) joins in this Agreement for the limited purposes set forth in Section 15.

BACKGROUND

A. This Agreement is made with reference to all of Sellers interest in and to the following real and personal property (collectively, the Property): (1) All that land which is located in Harris County, Texas and known as Phoenix Tower, 3200 Southwest Freeway, as more particularly described in Exhibit A hereto, together with all easements, rights and privileges appurtenant thereto (the Land);

(2) The building (the Building), together with all improvements, structures, fixtures and parking areas located on the Land, if any, and appurtenant thereto (the Building and such improvements, structures, fixtures and parking areas being hereinafter collectively referred to as the Improvements, and the Land and the Improvements being hereinafter collectively referred to as the Real Property);

(3) That certain Ground Lease dated May 1, 1984 by and between Greenway Plaza, Ltd., as lessor and Greenway Building Joint Venture, as lessee, as heretofore assigned to Seller (as amended to date, the Ground Lease);

(4) That certain Parking Lease Agreement dated April 30, 1998 between Camden Property Trust, as landlord, and Peak Phoenix Tower, L.P., as tenant, as heretofore assigned to Seller (as amended to date, the Parking Lease);

(5) That certain Equipment Master Lease Agreement dated January 12, 2011, between Mobilease, Inc. (Equipment Lessor) and Seller, related to certain fitness equipment, as more particularly described therein (the Equipment Lease)

(6) The tenant leases relating to the Improvements, and other occupancy agreements with tenants occupying or using all or any portion of the Real Property together with all amendments thereto (collectively, the Leases), and any guaranties applicable thereto and all security deposits, letters of credit, advance rental, or like payments held by Seller (collectively, the Security Deposits), if any, held by Seller in connection with the Leases, being the leases referred to on the list attached hereto as Exhibit B;

(7) All fixtures, equipment, furniture, furnishings, appliances, supplies and other personal property of every nature and description attached or pertaining to, or otherwise used in connection with, the Real Property, owned by Seller and located within the Real Property but expressly excluding any of the foregoing owned or leased by any tenant and any personal property owned by a third party and leased to Seller (the Personalty); and

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (8) All intangible rights and property used or useful in connection with the foregoing, including, without limitation, all development rights, contract rights, guarantees, licenses, plans, drawings permits and warranties and all of Sellers rights, title and interest, if any, in and to any service marks, logos or any trade names but not including any reference to FSP (the Intangible Property).

B. Seller is prepared to sell, transfer and convey the Property to Buyer, and Buyer is prepared to purchase and accept the same from Seller, all for the Purchase Price and on the other terms and conditions hereinafter set forth.

TERMS AND CONDITIONS

In consideration of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree: 1. Sale and Purchase. Seller hereby agrees to sell, transfer and convey the Property to Buyer, and Buyer hereby agrees to purchase and accept the Property from Seller, in each case for the Purchase Price and on and subject to the other terms and conditions set forth in this Agreement.

2. Purchase Price. The purchase price for the Property (the Purchase Price) shall be ONE HUNDRED TWENTY THREE MILLION SEVEN HUNDRED FIFTY THOUSAND and 00/100 Dollars ($123,750,000.00), which, subject to the terms and conditions hereinafter set forth, shall be paid to Seller by Buyer as follows: 2.1 Deposit. Within one (1) business day following the mutual execution and delivery of this Agreement by Buyer and Seller, Buyer shall deliver to Escrow Agent, in immediately available funds, to be held in escrow and delivered in accordance with this Agreement, a cash deposit in the amount of Three Million and 00/100 Dollars ($3,000,000.00) (together with any interest earned thereon, the Deposit). Failure of Buyer to timely deliver the Deposit in accordance with the provisions of this Section 2.1 shall entitle Seller to immediately terminate this Agreement.

2.2 Payment at Closing. At the consummation of the transaction contemplated hereby (the Closing), Buyer shall deliver to Escrow Agent cash in an amount equal to the Purchase Price less the Deposit. The Purchase Price, subject to adjustments and apportionments as set forth herein, shall be paid at Closing by wire transfer of immediately available federal funds, transferred to the order or account of Seller or such other person as Seller may designate in writing.

The delivery and recording of documents and the disbursement of funds shall be effectuated through the Escrow Agent at the Closing and pursuant to the closing instructions from the parties hereto, which closing instructions shall not modify or diminish the parties respective obligations hereunder.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.3 Independent Consideration. Seller and Buyer acknowledge and agree that One Hundred Dollars ($100.00) of the Deposit shall be paid to Seller if this Agreement is terminated for any reason (the Independent Contract Consideration), in addition to any other rights Seller may have hereunder. Moreover, Seller and Buyer acknowledge and agree that the Independent Contract Consideration has been bargained for and agreed to as additional consideration for Sellers execution and delivery of this Agreement.

3. Representations and Warranties of Seller. Subject to all matters disclosed in any document delivered to Buyer by Seller or on any exhibit attached hereto, and subject to any information discovered by Buyer or other information disclosed to Buyer by Seller after the date hereof and prior to the Closing and any other information of which Buyer has actual knowledge (all such matters being referred to herein as Exception Matters), Seller represents and warrants to Buyer as follows: 3.1. Authority. Seller is a limited partnership organized under the laws of the State of Texas, and has all requisite power and authority to enter into this Agreement and perform its obligations hereunder.

3.2. No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Seller do not and will not conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the Property or assets of the Seller by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Seller is a party or which is or purports to be binding upon Seller or which otherwise affects Seller, which will not be discharged, assumed or released at Closing.

3.3. Ground Lease. Seller has provided Buyer with a true and complete copy of the Ground Lease and all amendments thereto. As of the Effective Date, no party to the Ground Lease has issued notice that any other party thereto is in default in the performance of its obligations under the Ground Lease, and the Ground Lease is in full force and effect.

3.4. Parking Lease. Seller has provided Buyer with a true and complete copy of the Parking Lease and all amendments thereto. As of the Effective Date, no party to the Parking Lease has issued notice that any other party thereto is in default in the performance of its obligations under the Parking Lease, and the Parking Lease is in full force and effect.

3.5. Equipment Lease. Seller has provided Buyer with a true and complete copy of the Equipment Lease and all amendments thereto. As of the Effective Date, no party to the Equipment Lease has issued notice that any other party thereto is in default in the performance of its obligations under the Equipment Lease, and the Equipment Lease is in full force and effect.

3.6. Leases. There are no leases or occupancy agreements currently in effect which affect the Property other than those listed on Exhibit B. Seller further represents and warrants that, except as set forth in Exhibit B-1, Seller has paid all agents and brokers commissions and fees incurred in connection with the Leases executed prior to the date hereof (but excluding any such commissions or fees attributable to extension, renewal or expansion options under such Leases exercised after the date of Closing). Seller further represents and warrants that it has delivered to Buyer true, correct and complete copies of all the Leases and all amendments and modifications thereto and with respect to each Lease there are no understandings, oral or written, between the parties to the Lease which in any manner vary the obligations or rights of either party as set forth in the Lease.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.7. No Condemnation. Seller has not received any written notice of any pending or contemplated condemnation, eminent domain or similar proceeding with respect to all or any portion of the Real Property.

3.8. Contracts. There are no construction, management, leasing, service, equipment, supply, maintenance or concession agreements in effect with respect to the Real Property or the Personalty, except as set forth in Exhibit C (collectively, the Contracts). To Sellers actual knowledge, neither Seller nor any other party is in material default under any Contracts, and no event exists which, with the passage of time or the giving of notice or both, will become a material default thereunder on the part of the Seller or any other party thereto. To Sellers actual knowledge, Seller is in compliance in all material respects with the terms and provisions of the covenants, conditions, restrictions, rights-of-way or easements affecting the Property.

3.9. Compliance. Seller has not received written notice from any governmental agency or other body of any existing violations of any federal, state, county or municipal laws, ordinances, orders, codes, regulations or requirements affecting the Real Property which have not been cured.

3.10. Litigation. There is no material action, suit or proceeding in court or arbitration which is pending or, to Sellers actual knowledge, threatened, against or affecting the Property or arising out of the ownership, management or operation of the Real Property.

3.11. FIRPTA. Seller is not a foreign person as defined in Section 1445(f)(3) of the Internal Revenue Code.

3.12. No Bankruptcy. Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Sellers creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Sellers assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Sellers assets, (v) admitted in writing it inability to pay its debts as they come due or (vi) made an offer of settlement, extension or composition to its creditors generally.

3.13. No Other Options. To Sellers actual knowledge, other than this Agreement, the Property is not subject to any outstanding agreement(s) of sale or options, rights of first refusal or other rights of purchase.

3.14. Patriot Act. Seller is not, and will not be, a person or entity with whom Buyer is restricted from doing business with under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (commonly known as the USA Patriot Act) and Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001 and regulations promulgated pursuant thereto (collectively, Anti-Terrorism Laws), including without limitation persons and entities named on the Office of Foreign Asset Control Specially Designated Nationals and Blocked Persons List.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.15. Environmental. Except as set forth in the environmental reports delivered as part of the Property Materials, or as otherwise disclosed in writing to Buyer, Seller has received no written notification from any governmental or quasi-governmental authority that any such authority has alleged or determined that there are violations of any laws relating to Hazardous Materials at the Property, nor, to Sellers actual knowledge, do any such violations exist.

3A. Limitations Regarding Representations and Warranties. As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase to Sellers actual knowledge, to the best of Sellers actual knowledge or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Leo H. Daley, Jr., Vice President- Regional Director of FSP Property Management LLC, without any obligation on such individuals part to make any independent investigation of the matters being represented and warranted, or to make any inquiry of any other persons, or to search or examine any files, records, books, correspondence and the like.

Seller shall have no liability whatsoever to Buyer with respect to any Exception Matters. If Buyer obtains knowledge of any Exception Matters before the Closing, Buyer shall consummate the acquisition of the Property subject thereto, subject to the provisions of Article 4 below; provided, however, if Buyer first obtains knowledge of any Exception Matters between the Effective Date and the Closing, which Exception Matters materially and adversely affect the value to Buyer of the transactions contemplated by this Agreement, Buyer may as its exclusive remedy terminate this Agreement and receive a refund of the Deposit upon written notice given within five (5) business days after Buyer obtains such knowledge of any Exception Matters, in which case Seller shall reimburse Buyer for its actual and substantiated out-of-pocket costs and expenses incurred in connection with this Agreement, in an amount not to exceed $100,000. Upon any such termination of this Agreement, neither party shall have any further rights or obligations hereunder except as expressly provided for herein. Buyer agrees to inform Seller promptly in writing if it obtains knowledge that any representation or warranty of Seller is inaccurate in any material respect, or if it believes that Seller has failed to deliver to Buyer any document or material which Seller is obligated to deliver hereunder.

4. Conditions Precedent to Buyers Obligations. All of Buyers obligations hereunder are expressly conditioned on the satisfaction at or before the time of Closing hereunder, or at or before such earlier time as may be expressly stated below, of each of the following conditions (any one or more of which may be waived in writing in whole or in part by Buyer, at Buyers option):

4.1. Accuracy of Representations. All of the representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the date of Closing with the same effect as if made on and as of such date, except as the same may be modified as a result of matters permitted or contemplated by the terms of this Agreement or otherwise as a result of matters outside of the control of Seller (provided that it shall remain a condition to Buyers obligation to proceed to Closing that no default shall exist under the Parking Lease or the Ground Lease).

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.2. Performance. Seller shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of Closing hereunder.

4.3. Documents and Deliveries. All instruments and documents required on Sellers part to effectuate this Agreement and the transactions contemplated hereby shall be delivered at Closing and shall be in form and substance consistent with the requirements herein.

4.4. Purchase As Is. To the extent in Sellers possession or control, Seller has previously delivered to Buyer or made available to Buyer at the offices of the Seller or its property management company, without representation or warranty except as expressly set forth herein, the Leases, Contracts, title materials, surveys, real estate tax bills for the current and previous three (3) years, utility bills, permits and such other documents and materials as are listed on Schedule 4.4 attached hereto to the extent in the possession or control of Seller (such items hereafter referred to as the Property Materials), except for any materials which are confidential, privileged or proprietary in nature, such as (but not limited to) internal memoranda and analyses, appraisals, financial projections, client and investor correspondence and other similar materials (the Proprietary Materials). Buyer hereby acknowledges and agrees that (a) Seller has not independently verified the accuracy of completeness of any of the Property Materials, (b) Seller makes no representation or warranty, express or implied, as to the accuracy or completeness of the Property Materials, and (c) Seller shall have no liability to Buyer as a result of any inaccuracy or incompleteness of any of the Property Materials. In the event that the Closing does not occur in accordance with the terms of this Agreement, Buyer shall return to Seller all of the documents, material or information regarding the Property supplied to Buyer by Seller, together with any additional documents, material or information regarding the Property, regardless of whether supplied by Seller, except to the extent the same are proprietary to Buyer.

4.4.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY AS IS, WHERE IS, WITH ALL FAULTS, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document LIMITATION, ANY PROSPECTUS DISTRIBUTED WITH RESPECT TO THE PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER ALSO ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE PROPERTY IS BEING SOLD AS-IS.

BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYERS INVESTIGATIONS, AND, SUBJECT TO BUYERS RIGHTS UNDER SECTION 10.2, BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLERS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLERS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY.

THE PROVISIONS OF THIS SECTION SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. 4.4.2. Buyer hereby agrees that, if at any time after the Closing, any third party or any governmental agency seeks to hold Buyer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Materials (as defined below) in, on, above or beneath the Real Property or emanating therefrom, then the Buyer waives any rights it may have against Seller, except as otherwise expressly set forth in this Agreement, in connection therewith including, without limitation, under CERCLA (as defined below), and Buyer agrees that it shall not (i) implead the Seller, (ii) bring a contribution action or similar action against the Seller or (iii) attempt in any way to hold the Seller responsible with respect to any such matter. The

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document provisions of this Section 4.4.4 shall survive the Closing. As used herein, Hazardous Materials shall mean and include, but shall not be limited to any petroleum product and all hazardous or toxic substances, wastes or substances, any substances which because of their quantities, concentration, chemical, or active, flammable, explosive, infectious or other characteristics, constitute or may reasonably be expected to constitute or contribute to a danger or hazard to public health, safety or welfare or to the environment, including, without limitation, any hazardous or toxic waste or substances which are included under or regulated (whether now exiting or hereafter enacted or promulgated, as they may be amended from time to time) including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq. (CERCLA), the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., similar state laws and regulations adopted thereunder.

4.5. Title and Survey Matters. Prior to the Effective Date of this Agreement, Seller has furnished to Buyer a title report or commitment issued by the Escrow Agent (the Title Commitment) with respect to the Property (with copies of all instruments listed as exceptions to title) and a copy of Sellers most recent existing survey of the Property. Buyer agrees to take title to the Property subject to all matters set forth in the Title Commitment and survey. It shall be a condition to Buyers obligation to proceed with Closing that between the Effective Date and the date of Closing, no new survey or title matter shall have arisen which materially adversely affects the title to the Property or the use thereof, unless the same is discharged or endorsed over to Buyers reasonable satisfaction in Buyers title policy at Closing. Buyer shall notify Seller within three (3) business days after Buyer becomes aware of any such new title or survey matter to which Buyer objects, and if Buyer does not notify Seller of any objection within such three (3) business day period, Buyer shall be deemed to have waived any such objection and shall proceed to Closing without any credit or reduction in the Purchase Price as a result of such title or survey matters. Buyer shall not be entitled to object to, and shall be deemed to have approved, any liens, encumbrances or other title (A) over which the Title Company is willing to insure (without additional cost to Buyer or where Seller pays such cost for Buyer), (B) against which the Title Company is willing to provide affirmative insurance (without additional cost to Buyer or where Seller pays such cost for Buyer), (C) which will be extinguished upon the transfer of the Property, or (D) which are the responsibility of any tenant under the Leases to cure, correct or remove.

4.6. Tenant Estoppel Certificates. Seller shall request from each of the tenants at the Property, and promptly deliver to Buyer to the extent received, estoppel certificates (a) in the form of Exhibit D attached hereto or (b) in such form as is permitted by any tenant Lease (in either case, an Estoppel Certificate or Estoppel Certificates). For purposes of this Agreement, the Estoppel Certificate Requirement shall be receipt by Buyer of Estoppel Certificates duly executed by each of (i) WorleyParsons Group Inc., (ii) New York Life Insurance Co., (iii) Allen, Boone & Humphries, LLC and (iv) Permian Mud Service (collectively, the Major Tenants) and from such additional tenants representing, together with the Major Tenants, at least eighty-five percent (85%) of the leased square footage of the Property, and dated not more than thirty (30) days prior to Closing. An Estoppel Certificate shall be deemed to satisfy the Estoppel Certificate Requirement notwithstanding the respective tenants qualifying any statement or certification therein by a best of knowledge standard or similar provision and notwithstanding any other revisions thereon except to the extent the same are inconsistent with the Lease documents provided by Seller to Buyer and/or the representations of Seller contained herein.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.7. SNDAs. As an accommodation and not a condition precedent to Closing, Seller shall cooperate with Buyer at no cost to Seller in order to obtain from tenants the form of Subordination, Non Disturbance and Attornment Agreement which may be required by Buyers lender (if applicable) signed and notarized by tenants, it being agreed that the failure to obtain any such agreements shall not excuse Buyer from its obligation to proceed to Closing hereunder.

5. Failure of Conditions. In the event Seller shall not be able to convey title to the Property on Closing Date in accordance with the provisions of this Agreement or if the Estoppel Certificate Requirement has not been satisfied, Seller shall have the right to extend the Closing Date for up to thirty (30) days in order to provide additional time to satisfy the conditions precedent hereunder. In the event Seller shall not be able to convey title to the Property on the Closing Date (as the same may be extended) in accordance with the provisions of this Agreement or if the Estoppel Certificate Requirement has not been satisfied, and in any such case Buyer has performed and is not in breach or default hereunder, then Buyer shall have the option, exercisable by written notice to Seller at or prior to Closing, of (1) accepting at Closing such title as Seller is able to convey and/or waiving any unsatisfied condition precedent, with no deduction from or adjustment of the Purchase Price, or (2) declining to proceed to Closing. In the latter event, except as expressly set forth herein, all obligations, liabilities and rights of the parties under this Agreement shall terminate, and the Deposit shall be returned to Buyer. The foregoing is not intended to limit the rights of Buyer in the event of a Seller default as set forth in Section 10.2 hereof.

6. Pre-Closing Matters. From and after the date of this Agreement and until the Closing or earlier termination of the Agreement:

6.1. Leasing Matters. Seller shall not, without the written consent of Buyer, which consent may not be unreasonably withheld, conditioned or delayed (i) effect any material change in any Lease, (ii) renew or extend the term of any Lease, unless the same is an extension or expansion permitted pursuant to the terms of an existing Lease, or (iii) enter into any new Lease or cancel or terminate any Lease. When seeking consent to a new or modified Lease, Seller shall provide notice of the identity of the tenant, a term sheet or letter of intent containing material business terms (including, without limitation, rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) and whatever credit and background information with respect to such tenant as Seller customarily obtains in connection with similar leases of the Property. Buyer shall be deemed to have consented to any proposed Lease or Lease modification if it has not responded to Seller within three (3) business days after receipt of such information. Seller shall deliver to Buyer copies of executed versions of any such documents within three (3) business days after the full execution and delivery thereof.

6.2. Adjustment of New Leasing Expenses. Any tenant improvement costs, rent abatements, rent concessions or commissions under Leases or renewals entered into (i) from and after October 31, 2012 through the Effective Date, and (ii) from and after the Effective Date in accordance with the terms of this Agreement, shall in each case be apportioned between Seller

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document and Buyer as of the date of the Closing. Seller shall be responsible for the share of such costs attributable to the portion, if any, of the term of the Lease or renewal occurring prior to the Closing, and Buyer shall be responsible for the share of such costs attributable to the portion of the term of the Lease or renewal occurring after the Closing, with the cost of any tenant improvement, refurbishment rent abatements, rent concessions or commission under said Leases being amortized over the term of the Lease or renewal on a straight line basis. To the extent that said costs are the responsibility of Buyer, they shall be credited to Seller at Closing, if paid by Seller prior to Closing, or paid by Buyer, if due after Closing. To the extent that said costs are the responsibility of Seller, they shall be credited to Buyer at Closing, if not paid as of Closing, or paid by Seller prior to Closing.

6.3. Adjustments of Leasing Expenses. Any tenant improvement costs, rent abatements, concessions or commissions under Leases or renewals entered into prior to October 31, 2012, whether payable prior to or after Closing, shall be Sellers responsibility and credited to Buyer at Closing if not paid by Seller prior to Closing. Tenant improvement costs, rent abatements, concessions or commissions under Leases or renewals entered into from and after to October 31, 2012 shall be subject to the provisions of Section 6.2 above. To the extent that any tenant terminates its Lease and pays a termination penalty pursuant to the terms of its Lease, the termination penalty shall be prorated between Buyer and Seller.

6.4. Termination for Default. Notwithstanding anything in this Agreement to the contrary, Seller may cancel or terminate any Lease or commence collection, unlawful detainer or other remedial action against any tenant without Buyers consent upon the occurrence of a default by the tenant under said Lease. Seller shall deliver to Buyer copies of all default notices and correspondence delivered to or received from any of the tenants in connection with the Leases after the Effective Date of this Agreement.

6.5. Operation of Property. Seller shall operate, maintain and manage the Property in the same manner and condition as Seller has in the past, including, without limitation, continuing repair and preventative maintenance and maintenance of adequate insurance with respect thereto.

6.6. Contracts. All Contracts affecting the Property (collectively, the Assigned Contracts) shall be assigned to and assumed by Buyer at Closing. From and after the Effective Date of this Agreement, Seller shall not enter into any new Contracts without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall be deemed to have consented to any proposed new Contract if Buyer has not responded within three (3) business days after Sellers request for consent thereto.

6.7. No Contracting for Sale of Property. Seller shall not enter into any contract or other written agreement for sale of the Property with any other party.

6.8. No Liens on Property. Seller shall not voluntarily create any liens, easements or other conditions affecting any portion of the Property without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed.

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7.1. Time of Closing. The Closing shall take place on December [20], 2012 (subject, however, to extension pursuant to Section 5) (such date, the Closing Date) through an escrow closing with the Escrow Agent, unless otherwise agreed to in writing by both Seller and Buyer. If any date on which the Closing would occur by operation of this Agreement is not a business day, the Closing shall occur on the next business day. As used in this Agreement, business day shall mean any day which is not a Saturday, Sunday or legal holiday in Houston, Texas.

7.2. Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Agent the following:

7.2.1. A special warranty deed (the Deed) to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E.

7.2.2. A bill of sale for the Personalty from Seller, substantially in the form attached hereto as Exhibit F, duly executed by Seller.

7.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the Assignment and Assumption of Leases, Contracts and Security Deposits) from Seller, substantially in the form attached hereto as Exhibit G, duly executed by Seller.

7.2.4. An assignment of the Intangible Property (the Assignment of Intangible Property) from Seller, substantially in the form attached hereto as Exhibit H, duly executed by Seller.

7.2.5. A notice to tenants (the Tenant Notice Letter) from Seller advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, duly executed by Seller.

7.2.6. An owners affidavit and, if requested by Buyers title insurer, a gap indemnity agreement reasonably acceptable to Seller, sufficient for the Buyers title insurer to issue, without extra charge, an owners policy of title insurance free of any exceptions for unfiled mechanics or materialmens liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closing.

7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (FIRPTA), as amended, in the form of Exhibit J, duly executed by Seller.

7.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.2.9. An assignment of Ground Lease (the Assignment of Ground Lease) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller.

7.2.10. An assignment of Parking Lease (the Assignment of Parking Lease) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller.

7.2.11. An assignment of Equipment Lease (the Assignment of Equipment Lease) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller.

7.2.12. Keys or combinations to all locks at the Property, to the extent in Sellers possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent.

7.2.13. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials), in each case to the extent in Sellers possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent.

7.2.14. A Ground Lessor Estoppel Certificate from Ground Lessor and Seller, substantially in the form attached hereto as Exhibit O; provided that Sellers failure to deliver same shall not constitute a default of Seller hereunder, and Buyers sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder

7.2.15. A Parking Lease Estoppel Certificate from parking lessee and Seller, substantially in the form attached hereto as Exhibit P; provided that Sellers failure to deliver same shall not constitute a default of Seller hereunder, and Buyers sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder.

7.2.16. Original letters of credit along with appropriate transfer forms and any fees associated therewith.

7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby.

7.2.18. A current certified rent roll for the Property.

7.2.19. Such documents and instruments as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of Seller.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.3. Buyer Deliveries. On or prior to the Closing Date, Buyer shall deliver to Escrow Agent the following:

7.3.1. In accordance with Sellers instructions, a wire transfer in the amount required under Section 2.2 hereof (subject to the adjustments provided for in this Agreement).

7.3.2. A certification by Buyer substantially in the form attached hereto as Exhibit K that all representations and warranties made by Buyer in Article 16 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.

7.3.3. The Assignment and Assumption of Leases, Contracts and Security Deposits, duly executed by Buyer.

7.3.4. The Assignment of Intangible Property, duly executed by Buyer.

7.3.5. The Assignment of Ground Lease, duly executed by Buyer.

7.3.6. The Assignment of Parking Lease, duly executed by Buyer.

7.3.7. The Assignment of Equipment Lease, duly executed by Buyer.

7.3.8. A replacement guaranty acceptable to the Equipment Lessor or other assurance acceptable to the Equipment Lessor sufficient to cause Equipment Lessor to release FSP Phoenix Tower Corp. from its guaranty obligations with respect to the Equipment Lease.

7.3.9. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby.

7.3.10. Such documents and instruments as are necessary or reasonably required by Seller or the title insurer to evidence the authority of Buyer and its signatories to execute the instruments to be executed by Buyer in connection with the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of Buyer.

8. Apportionments; Taxes; Expenses.

8.1. Apportionments.

8.1.1. Taxes and Operating Expenses. All real estate taxes, charges and assessments affecting the Property (Taxes), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (Operating Expenses), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (CAM Charges) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date.

If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds.

Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leases.

8.1.2. Rents. Except for delinquent rent, all rent under the Leases shall be prorated to the date of Closing on a collected basis. Delinquent rent shall not be prorated but shall remain the property of Seller. Payments received from tenants from and after the date of Closing shall be applied first to rents then due for the current period and then to amounts owed to Buyer with respect to periods following the Closing, and then to rents delinquent as of the Closing Date. Buyer shall use reasonable efforts to collect delinquent rents for the benefit of Seller, and shall cooperate with Seller in the collection of any delinquent amounts, but shall not be required to terminate any Leases or evict any tenants.

8.1.3. Charges under Assigned Contracts. The unpaid monetary obligations of Seller with respect to any of the Assigned Contracts shall be prorated on a per diem basis as of the date of Closing.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8.1.4. Security Deposits. The Security Deposits (together with any accrued interest thereon as may be required by law or contract) shall be credited to Buyer as of the date of Closing, and to the extent Seller has any Security Deposits held in the form of a letter of credit, such letters of credit shall, at Sellers expense (to the extent not the responsibility of the tenant under the applicable Lease), be assigned to Buyer as of Closing.

8.1.5. Bankruptcy Distributions. Any portion of bankruptcy distributions (whether or not Seller has filed its proof of claim as of the date hereof) or payments pursuant to (i) settlement agreements (whether prepared by Sellers in-house counsel or outside counsel), (ii) arrearage payment plans by letters signed by Seller or its agent, (iii) lease termination agreements, (iv) promissory notes, or (v) judgments (whether already obtained by Seller or which result from lawsuits or proceedings filed prior to the Closing) providing for the payment of specified sums, either in a lump sum or in installments, in all cases which are applicable to the time period prior to the date of Closing but payable after the date of Closing and actually received by Buyer, shall be payable to Seller.

8.1.6. Survival. The provisions of this Section 8.1 shall survive the Closing to the extent any monies may be payable pursuant to this Section 8.1 to either party subsequent to the transfer of title to the Property to Buyer. Any reimbursements payable by any tenant under the terms of any Lease affecting the Property as of the Closing Date, which reimbursements pertain to such tenants pro rata share of increased operating expenses or common area maintenance costs incurred with respect to the Property at any time prior to the Closing, shall, to the extent not capable of being prorated at Closing, be prorated upon Buyers actual receipt of any such reimbursements, on the basis of the respective share of such costs or expenses paid by the Seller and the Buyer during the period in respect of which such reimbursements are payable; and Buyer agrees to pay to Seller, Sellers pro rata portion of such reimbursements within thirty (30) days after Buyers receipt thereof. Conversely, if any tenant under any such Lease shall become entitled at any time after Closing to a refund of tenant reimbursements actually paid by such tenant prior to Closing, then, Seller shall, within thirty (30) days following Buyers demand therefor, pay to Buyer any amount equal to Sellers pro rata share of such reimbursement refund obligations, said proration to be calculated on the same basis as hereinabove set forth. It is agreed that adjustment billings to tenants for operating expenses, common area maintenance charges, taxes or insurance premiums for the accounting year in which the Closing occurs shall be billed by Buyer and shall be adjusted between Seller and Buyer based upon the respective percentages of the total related expenses paid by each of Buyer and Seller for such accounting year. To satisfy Buyers foregoing obligation to bill tenants for the full calendar year 2012, within thirty (30) days following Closing, Seller shall provide Buyer with general ledgers for calendar year 2012 through the Closing Date.

8.2. Closing Costs. Buyer shall pay any recordation, transfer, documentary stamp and other taxes and any recording costs or other charges imposed upon recordation of the Deed for the Property. Seller shall pay the title insurance premiums for Buyers base form title insurance policy (specifically excluding the deletion of survey coverage). Buyer shall pay all title insurance premiums for any extended coverage or endorsements required by Buyer on the title insurance policy, as well as for the title insurance premiums for any lender title insurance policy, and all survey costs, the costs of its due diligence studies and reports and any recording costs excluding those related to the release of any mortgage or liens created by Seller. Costs and fees of the Escrow Agent shall be divided equally between Seller and Buyer in an amount not to exceed $1,500. Seller and Buyer shall each pay the costs of its own counsel.

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If at any time prior to the date of Closing there is damage or destruction to the Property, the cost for repair of which exceeds Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) and the Property cannot be restored to its original condition prior to Closing, or if more than five percent (5%) of the rentable area of the Building is condemned or taken by eminent domain proceedings by any public authority, then, at Buyers option, this Agreement shall terminate, and the Deposit shall be returned to Buyer, and except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder.

If there is any damage or destruction or condemnation or taking, regardless of the cost of any repair, and if Buyer elects not to terminate this Agreement as herein provided (to the extent Buyer is entitled to do so), then (1) in the case of a taking, all condemnation proceeds paid or payable to Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, and Seller shall be paid at Closing for the reasonable expenses actually incurred by Seller in connection with such taking; and (2) in the case of a casualty, Seller shall assign to Buyer all rights to any insurance proceeds paid or payable under the applicable insurance policies, less any costs of collection and any sums expended in restoration, and the Sellers deductible shall be a credit to Buyer against the Purchase Price, and the parties shall proceed with the Closing without any reduction in the Purchase Price payable to Seller.

10. Remedies.

10.1. Buyer Default. In the event Buyer breaches or fails, without legal excuse to complete the purchase of the Property or to perform its obligations under this Agreement and such breach continues for five (5) business days after notice thereof to Buyer (provided, however, there shall be no such notice and cure period applicable to Buyers obligation to timely fund the Deposit or pay the Purchase Price or to close the transaction contemplated hereby on the Closing Date as set forth in Section 7.1 above), then Seller shall, as its exclusive remedy therefor, be entitled to receive the Deposit, plus all interest earned and accrued thereon, as liquidated damages (and not as a penalty) in lieu of, and as full compensation for, all other rights or claims of Seller against Buyer by reason of such default. Thereupon this Agreement shall terminate and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set forth herein. Buyer and Seller acknowledge that the damages to Seller resulting from Buyers breach would be difficult, if not impossible, to ascertain with any accuracy, and that the liquidated damage amount set forth in this Section represents both parties best efforts to approximate such potential damages.

10.2. Seller Default. In the event Seller breaches or fails, without legal excuse, to complete the sale of the Property or to perform its obligations under this Agreement and such failure continues for five (5) business days after notice to Seller, Buyer may, as its sole remedy therefor, subject to the next paragraph of this Section 10.2, either (i) enforce specific performance of this Agreement against Seller, provided that any action for specific performance shall be commenced within sixty (60) days after such default, or (ii) terminate this Agreement and receive a return of the Deposit and be reimbursed by Seller for its actual and substantiated out-of- pocket costs and expenses in an amount not to exceed $100,000, it being understood that if Buyer fails to commence an action for specific performance within sixty (60) days after such

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document default, Buyers sole remedy shall be to receive a return of the Deposit (together with any interest earned thereon) and be reimbursed by Seller for its actual and substantiated out-of-pocket costs and expenses in an amount not to exceed $100,000. In the latter case, if requested by Seller in writing, Buyer shall deliver to Seller copies of all surveys, title commitments, engineering reports, environmental audits and other third party studies and reports generated by or for Buyer in connection with the Property except to the extent the same are proprietary to Buyer.

Notwithstanding anything to the contrary contained in this Agreement, Buyer agrees that its recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be strictly limited to Sellers interest in the Property, and that in no event shall Buyer seek or obtain any recovery or judgment against any of Sellers other assets (if any) or against any of Sellers partners (or their constituent partners) or any member, director, officer, employee, beneficiary or shareholder of any of the foregoing. Buyer agrees that Seller shall have no liability to Buyer for any breach of Sellers covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction unless the valid claims for all such breaches collectively aggregate more than Twenty-Five Thousand Dollars ($25,000.00) (the Floor), in which event the full amount of such valid claims shall be actionable, up to the cap set forth in the following sentence. Further, Buyer agrees that any recovery against Seller for any breach of Sellers covenants, representations or warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited to Buyers actual damages, up to (but not exceeding) One Million Five Hundred Thousand Dollars ($1,500,000.00) in the aggregate, and that in no event shall Buyer be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages.

10.3. Escrow Holdback. At the Closing, Seller shall deliver to Escrow Agent an amount equal to One Million Five Hundred Thousand Dollars ($1,500,000.00) in cash (the Holdback Amount) or instruct Escrow Agent to retain the Holdback Amount from the sale proceeds which would otherwise be disbursed to Seller (such cash, the Holdback). The Holdback shall be security for any claims made by Buyer with respect to Sellers liability after the Closing Date for breaches of any Seller representations, and shall be held by Escrow Agent pursuant to the terms of an escrow agreement in form attached as Exhibit Q hereto (the Surviving Escrow Agreement). Seller, Buyer and Escrow Agent shall execute and deliver the Surviving Escrow Agreement at the Closing. Following the Closing and the funding of the Holdback Amount, Seller shall have the right to assign all of its right, title and interest in and to the Surviving Escrow Agreement in accordance with the terms thereof. Following final determination or settlement of the amount of any costs, liabilities, damages or expenses for which Seller is liable in respect of any breach of any Seller representations, Seller and Buyer shall jointly execute a written instruction to the Escrow Agent setting forth the aggregate amount in dollars of the applicable loss that the Escrow Agent is required to disburse funds from the Holdback. From time to time, the Escrow Agent will disburse funds from the Holdback to Buyer or Seller or its designee, as applicable, as Escrow Agent may be directed in joint written instructions of Seller and Buyer or as directed by court order. In the event that there have been no claims asserted by Buyer prior to the last day of the Survival Period (as hereinafter defined) (time being of the essence as to such date), Escrow Agent shall automatically disburse the Holdback as directed by Seller on the first business day

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document after the expiration of the Survival Period. In the event that there have been claims asserted by Buyer prior to the end of the Survival Period which in the aggregate (together with the amount of any previously resolved post-closing claims) are equal to or greater than the Floor but are less than the amount of the Holdback, then, upon the expiration of the Survival Period, Escrow Agent shall continue to hold an amount of the Holdback equal to the aggregate amount so claimed by Buyer, and the balance shall be disbursed as directed by Seller.

The provisions of this Section 10 shall survive the Closing.

11. Confidentiality. Buyer agrees to keep confidential and not to use, other than in connection with its determination whether to proceed with the purchase of the Property in accordance with Section 4.4 hereof, any of the documents, material or information regarding the Property supplied to Buyer by Seller or by any third party at Sellers request, including, without limitation any environmental site assessment reports furnished to Buyer except to Buyers consultants on a need to know basis, and Buyer agrees to be responsible for damages to Seller caused by any breach of this provision by such consultant. In addition, prior to the Closing, Buyer shall not disclose the existence of this Agreement or of any of the terms hereof, or issue any press release or other information to the public regarding the transaction contemplated herein, except as may be expressly approved in advance by Seller. Notwithstanding the foregoing, Buyer and Seller shall be permitted to make such disclosures as are required by the law, including the securities laws and laws relating to financial reporting. Buyer specifically acknowledges that the limited partner of Seller is a public reporting company with the United States Securities and Exchange Commission. Buyer acknowledges that it is aware that the United States and other applicable securities laws prohibit any person who is in possession of material, non-public information about a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such material, non-public information. Each of Buyer and Seller agrees to indemnify and hold harmless the other from and against any and all losses, damages, claims and liabilities of any kind (including, without limitation, reasonable attorneys fees) arising out of its breach of this Section 11. The provisions of this Section 11 shall survive the Closing or earlier termination of this Agreement.

12. Possession. Possession of the Property shall be surrendered to Buyer at Closing, subject to the rights of tenants under the Leases and to the other matters permitted pursuant to this Agreement.

13. Notices. All notices and other communications provided for herein shall be in writing and shall be sent to the address set forth below (or such other address as a party may hereafter designate for itself by notice to the other parties as required hereby) of the party for whom such notice or communication is intended:

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c/o Franklin Street Properties Corp. 401 Edgewater Place Wakefield, Massachusetts 01880 Attention: Scott H. Carter, Esq. Email: [email protected]

With a copy to:

Venable LLP 1270 Avenue of the Americas New York, New York 10020 Attention: Brian N. Gurtman, Esq. Email: [email protected]

If to Buyer:

c/o Parkway Properties, Inc. 390 North Orange Avenue, Suite 2400 Orlando, Florida 32801 Attention: Jason Bates Email: [email protected]

With a copy to:

Parkway Properties, Inc. 390 North Orange Avenue, Suite 2400 Orlando, Florida 32801 Attention: Jeremy Dorsett, Esq. Email: [email protected]

And a copy to:

Bryan Cave LLP 301 S. College Street, Suite 3400 Charlotte, North Carolina 28202 Attention: Bryan P. Durrett, Esq. Email: [email protected]

If to the Escrow Agent to:

Chicago Title Insurance Company 2001 Bryan Street, Suite 1700 Dallas, Texas 75201 Attention: Joycelyn Armstrong Email: [email protected]

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Any such notice or communication shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid; by hand delivery; by overnight courier service; or by e-mail (provided that such e-mail delivery is confirmed by the sender by delivery service or by mail in the manner previously described within 24 hours after such transmission is sent). Any such notice or communication shall be effective when delivered or when delivery is refused.

14. Brokers. Buyer and Seller each represents to the other that it has not dealt with any broker or agent in connection with this transaction other than CB Richard Ellis to whom Seller shall pay a commission to Broker pursuant to a separate agreement, if, as and when the Closing and funding occur, but not otherwise. Each party hereby indemnifies and holds harmless the other party from all loss, cost and expense (including reasonable attorneys fees) arising out of a breach of its representation or undertaking set forth in this Section 14. The provisions of this Section 14 shall survive Closing or the termination of this Agreement.

15. Escrow Agent. Escrow Agent shall hold the Deposit in accordance with the terms and provisions of this Agreement, subject to the following:

15.1. Obligations. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent.

15.2. Reliance. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes, and any statement or assertion contained in such writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instrument in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing the same, and Escrow Agents duties under this Agreement shall be limited to those provided in this Agreement. Upon receipt by Escrow Agent from either Buyer or Seller (the Notifying Party) of any notice or request (the Escrow Demand) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the Notified Party). If within seven (7) days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner, Escrow Agent shall take no further action until the dispute between the parties has been resolved.

15.3. Indemnification. Unless Escrow Agent discharges any of its duties under this Agreement in a negligent manner or is guilty of willful misconduct with regard to its duties under this Agreement, Seller and Buyer shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement; and in such connection Seller and Buyer shall indemnify Escrow Agent against any and all expenses including reasonable attorneys fees and the cost of defending any action, suit or proceeding or resisting any claim in such capacity.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 15.4. Disputes. If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, or the application of the Deposit, Escrow Agent shall hold the Deposit until the receipt of written instructions from both Buyer and Seller or a final order of a court of competent jurisdiction. In addition, in any such event, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys fees in its capacity as Escrow Agent in connection with any such interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received.

15.5. Counsel. Escrow Agent may consult with counsel of its own choice and have full and complete authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind, unless caused by its negligence or willful misconduct.

15.6. Interest. All deposits into the escrow shall be held by the Escrow Agent in an interest bearing account. All interest earned on the Deposit shall be deemed to be part of the Deposit and shall accrue to the benefit of Buyer except to the extent the Deposit becomes payable to Seller pursuant to Section 10.1. In such event the interest earned on the Deposit shall accrue to the benefit of the Seller.

16. Representations of Buyer. Buyer represents and warrants that:

16.1. Authority. Buyer is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware, duly qualified to transact business in the State of Texas, and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Buyer has been duly authorized.

16.2. No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of Buyer does not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any material terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the Buyer by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Buyer is a party or which is or purports to be binding upon Buyer or which otherwise affects Buyer, which will not be discharged, assumed or released at Closing. No action by any federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Buyer in accordance with its terms.

16.3. OFAC Compliance. Buyer is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the Order) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (OFAC) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation or executive orders are collectively referred to herein as the Orders).

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Neither Buyer nor any beneficial owner of Buyer: a) is listed on the Specifically Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Orders or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (collectively, the Lists);

b) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders;

c) is owned or controlled by, or acts for or on behalf of, any person or entity listed on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

d) shall transfer or permit the transfer of any interest in Buyer or any beneficial owner in Buyer to any person or entity who is, or any of whose beneficial owners are, listed on the Lists.

17. Miscellaneous.

17.1. Assignability. Buyer may not assign or transfer all or any portion of its rights or obligations under this Agreement to any other individual, entity or other person without first obtaining the prior written consent of Seller. Notwithstanding the foregoing, Buyer may, without Sellers consent but upon at least five (5) business days advance notice to Seller, assign its rights under this Agreement to an entity that is wholly owned, either directly or indirectly, by Parkway Properties, Inc. or Parkway Properties LP; provided, however, no such assignment shall relieve Buyer of its obligations hereunder. No assignment or transfer by Buyer will be permitted if such assignment or transfer would, in Sellers opinion, cause this transaction to violate any provision of applicable law.

17.2. Governing Law; Bind and Inure. This Agreement shall be governed by the law of the State of Texas and shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, assigns and personal representatives.

17.3. Recording. Neither this Agreement nor any notice or memorandum hereof shall be recorded in any public land record. A violation of this prohibition shall constitute a material breach entitling the non-breaching party to terminate this Agreement.

17.4. Time of the Essence. Time is of the essence of this Agreement.

17.5. Headings. The headings preceding the text of the paragraphs and subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 17.6. Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17.7. Exhibits. All Exhibits which are referred to herein and which are attached hereto or bound separately and initialed by the parties are expressly made and constitute a part of this Agreement.

17.8. Survival. Unless otherwise expressly stated in this Agreement, each of the warranties and representations of Seller and Buyer shall survive the Closing and delivery of the deed and other closing documents by Seller to Buyer, and shall not be deemed to have merged therewith; provided, however, that any suit or action for breach of any of the representations or warranties set forth herein must be commenced within nine (9) months after the Closing (the Survival Period) or any claim based thereon shall be deemed irrevocably waived. Unless expressly made to survive, all obligations and covenants of Seller contained herein shall be deemed to have been merged into the Deed and shall not survive the Closing.

17.9. Use of Proceeds to Clear Title. To enable Seller to make conveyance as herein provided, Seller may, at the time of Closing, use the Purchase Price or any portion thereof to clear the title of any or all encumbrances or interests, provided that provision reasonably satisfactory to Buyers attorney is made for prompt recording of all instruments so procured in accordance with conveyancing practice in the jurisdiction in which the Property is located.

17.10. Submission not an Offer or Option. The submission of this Agreement or a summary of some or all of its provisions for examination or negotiation by Buyer or Seller does not constitute an offer by Seller or Buyer to enter into an agreement to sell or purchase the Property, and neither party shall be bound to the other with respect to any such purchase and sale until a definitive agreement satisfactory to the Buyer and Seller in their sole discretion is executed and delivered by both Seller and Buyer.

17.11. Entire Agreement; Amendments. This Agreement and the Exhibits hereto set forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein. This Agreement may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties against whom enforcement of any waiver, change, modification, consent or discharge is sought.

17.12. Counterparts; Electronic Signatures. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Facsimile and electronically transmitted signatures shall for all purposes be treated as originals.

17.13. Attorneys Fees. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees and costs.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 17.14. Waiver of Jury Trial. Each party to this Agreement hereby expressly waives any right to trial by jury of any claim, demand, action or cause of action (each, an Action) (a) arising out of this Agreement, including any present or future amendment thereof or (b) in any way connected with or related or incidental to the dealings of the parties or any of them with respect to this Agreement (as hereafter amended) or any other instrument, document or agreement executed or delivered in connection herewith, or the transactions related hereto or thereto, in each case whether such Action is now existing or hereafter arising, and whether sounding in contract or tort or otherwise and regardless of which party asserts such Action; and each party hereby agrees and consents that any such Action shall be decided by court trial without a jury, and that any party to this Agreement may file an original counterpart or a copy of this Section 17.14 with any court as written evidence of the consent of the parties to the waiver of any right they might otherwise have to trial by jury.

17.15. No Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waiver shall be binding unless executed in writing by the party making the waiver.

17.16. Rules of Construction. Article and Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement. All references to Article or Sections without reference to a document other than this Agreement, are intended to designate articles and sections of this Agreement, and the words herein, hereof, hereunder, and other words of similar import refer to this Agreement as a whole and not to any particular Article or Section, unless specifically designated otherwise. The use of the term including shall mean in all cases including but not limited to, unless specifically designated otherwise. No rules of construction against the drafter of this Agreement shall apply in any interpretation or enforcement of this Agreement, any documents or certificates executed pursuant hereto, or any provisions of any of the foregoing.

[Signature page follows]

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.

SELLER: FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: /s/ George J. Carter Name: George J. Carter Title: President

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PKY 3200 SW FREEWAY, LLC, a Delaware limited liability company

By: Parkway Properties LP, a Delaware limited partnership, its sole member

By: Parkway Properties General Partners, Inc., a Delaware corporation, its sole general partner

By: /s/ Jeremy Dorsett Name: Jeremy Dorsett Title Executive Vice President and General Counsel

By: /s/ Mandy M. Pope Name: Mandy M. Pope Title: Executive Vice President and Chief Accounting Officer

ESCROW AGENT:

CHICAGO TITLE INSURANCE COMPANY

By: /s/ Joycelyn Armstrong Name: Joycelyn Armstrong Title: Commercial Escrow Officer

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Exhibit A Description of Land

Exhibit B List of Leases

Exhibit B-1 List of Unpaid Commissions

Exhibit C List of Contracts

Exhibit D Form of Estoppel Certificate

Exhibit E Form of Deed

Exhibit F Form of Bill of Sale

Exhibit G Form of Assignment and Assumption of Leases, Contracts and Security Deposits

Exhibit H Form of Assignment of Intangible Property

Exhibit I Form of Tenant Notice Letter

Exhibit J Form of Non-Foreign Affidavit

Exhibit K Form of Certificate of Representations and Warranties

Exhibit L Form of Assignment of Ground Lease

Exhibit M Form of Assignment of Parking Lease

Exhibit N Form of Assignment of Equipment Lease

Exhibit O Form of Ground Lessor Estoppel Certificate

Exhibit P Form of Parking Lease Estoppel Certificate

Exhibit Q Form of Holdback Escrow Agreement

Schedule 4.4 Due Diligence Items List

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Description of Land

TRACT I: Description of a 2.1840 acre (95,134 square feet) tract of land being the same 2.1840 acre tract described in a deed to Phoenix Tower, L.P., a Texas limited partnership as recorded under Harris County Clerks File No. V029748, situated in the A. C. Reynolds Survey, Abstract No. 61, in the City of Houston, Harris County, Texas, said 2.1840 acre tract of land being more particularly described by metes and bounds as follows (with bearings being referenced to the aforementioned 2.1840 acre tract recorded under Harris County clerks File No. V029748);

BEGINNING at a 60d nail found in the northerly right-of-way line of U. S. Highway 59 (Southwest Freeway, 360 feet wide) at the southeast corner of Block 1, Reserve A of GREENWAY PLAZA as recorded in Film Code No. 421110 of the Harris County Map Records, said point also being in the Southwest corner of the herein described tract, from which a found 60d nail bears South 45° 00 East, a distance of 0.05 foot;

THENCE, North 12° 18 43 West, along the easterly line of said GREENWAY PLAZA, a distance of 370.00 feet to an X cut in concrete found in a southerly line of said GREENWAY PLAZA, for the northwest corner of this herein described tract, from which a found brass disk bears North 45° 00 West, a distance of 0.12 foot;

THENCE, North 77° 41 17 East, along a southerly line of said GREENWAY PLAZA, a distance of 256.35 feet to a brass disk found for the northeast corner of this herein described tract in the westerly right-of-way line of Buffalo Speedway (107 feet wide) said point also being the arc of a curve to the right;

THENCE, Southeasterly, along the westerly right-of-way line of said Buffalo Speedway and along the arc of said curve to the right having a radius of 5,672.65 feet, a central angle of 03° 18 11, a chord bearing South 12° 55 12 East, a distance of 326.99 feet) an arc distance of 327.04 feet to an X cut in concrete found marking the most northerly northwest cut back corner at the intersection of the westerly right-of-way line of said Buffalo Speedway and the northerly right-of-way line of the aforesaid U. S. Highway 59;

THENCE, South 33° 17 52 West, along said cut back line, a distance of 61.50 feet to a 5/8-inch iron rod found for the most southerly southwest corner of this herein described tract in the northerly right-of-way line of said U.S. Highway 59;

THENCE, South 77° 41 10 West, along the northerly right-of-way line of said U. S. Highway 59, a distance of 215.87 feet to the POINT OF BEGINNING and containing a computed area of 2.1840 acres (95,134 square feet) of land.

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Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TRACT II (LEASEHOLD TRACT): Leasehold Estate created by that certain Ground Lease dated May 1, 1984 by and between Greenway Plaza, Ltd. as Lessor and Greenway Building Joint Venture, as Lessee, as disclosed by instruments filed under H.C.C.F. Nos. K347663, R724673, R906155 and V029750 covering the following tract of land: Description of 1,995 square feet (0.0458 acres) of land located in the A. C. Reynolds Survey, Abstract 61, Harris County, Texas being more fully described by metes and bounds as follows with bearings referenced to the Texas State Plane Coordinate System, South Central Zone;

BEGINNING at a found 60d nail in the northerly right-of-way line of U. S. Highway 59 (Southwest Freeway, 360 foot wide) said point being the southwest corner of a 66,983 square foot tract, as described in Volume 6327, Page 156, of the Harris County Deed Records and the Southeast corner of the herein described tract, from which a found 60d nail bears South 45° 00 East, a distance of 0.05 foot;

THENCE, South 77° 41 17 West, along the northerly right-of-way line of said U. S. Highway 59, a distance of 13.30 feet to a 5/8-inch iron rod set for the southwest corner of this herein described tract;

THENCE, North 12° 1843 West, a distance of 150.00 feet to a pk nail set in a expansion joint for the northwest corner of this herein described tract;

THENCE, North 77° 41 17 East, a distance of 13.30 feet to an X set in concrete for the northeast corner of this herein described tract in the West line of the aforesaid 66,983 square foot tract;

THENCE, South 12° 18 43 East, along the easterly line of this tract and the westerly line of said 66,983 square foot tract, a distance of 150.00 feet to the POINT OF BEGINNING and containing a computed area of 0.0458Acre tract (1,995 square feet) of land.

TRACT III (EASEMENT ESTATE): Being a non-exclusive access easement as shown and depicted on the Subdivision Map of the Partial Replat of Greenway Plaza Section One a subdivision of record in Volume 180, Page 1 of the Harris County Map Records, and also referenced under County Clerks File Nos. C289523, H767557, H767558, H767559, H767560, H767561 and J759802 of Harris County, Texas

List of Leases

303 Capital Partners, L.L.C. Lease Agreement dated June 29, 2004 First Amendment to Lease Agreement dated October 1, 2004 Second Amendment to Lease Agreement dated May 27, 2005 Third Amendment to Lease Agreement dated September 14, 2005 Fourth Amendment to Lease Agreement dated January 13, 2006 Fifth Amendment to Lease Agreement dated September 30, 2008 Sixth Amendment to Lease Agreement dated October 18, 2011 Certificate of Commencement Date dated May 25, 2006 Letter dated March 15, 2010

Accounting Principals, Inc. Lease Agreement dated 10/15/07 Address Change notice dated 03/18/11 Certificate of Commencement Date dated 01/28/08

Allen Boone Humphries Robinson LLP Lease Agreement dated 06/10/03 First Amendment to Lease Agreement dated 05/10/05 Second Amendment to Lease Agreement dated 12/29/07 Certificate of Commencement Date dated 07/02/08

Amegy Bank NA ATM Lease Agreement dated 11/01/10

Apex Compressed Air Energy Storage, LLC Lease Agreement dated 03/16/11 Certificate of Commencement Date dated 05/19/11 First Amendment to Lease Agreement dated 10/31/12

Brasada Capital Management, L.P. Lease Agreement dated 08/21/08 First Amendment to Lease Agreement dated 12/31/08 Certificate of Commencement Date dated 11/18/08 Letter Agreement dated 02/26/09

Brites Oil and Gas LTD Lease Agreement dated 05/14/10 Certificate of Commencement Date dated 07/30/10

Chelsea Place Design, Inc. Lease Agreement dated 03/31/97 First Amendment to Lease Agreement dated 12/21/01 Second Amendment to Lease Agreement dated 02/11/04 Third Amendment to Lease Agreement dated 04/14/05 Fourth Amendment to Lease Agreement dated 08/29/08

Cogent Communications, Inc. Telecommunications License Agreement dated 3/01/10

Detechtion Technologies LLC Lease Agreement dated 12/08/11 Certificate of Commencement Date dated 04/26/12

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Donato, Minx, Brown & Pool, P.C. Lease Agreement dated 07/16/96 First Amendment to Lease Agreement dated 11/30/99 Second Amendment to Lease Agreement dated 01/20/00 Third Amendment to Lease Agreement dated 10/26/01 Fourth Amendment to Lease Agreement dated 04/24/03 Fifth Amendment to Lease Agreement dated 11/18/04 Sixth Amendment to Lease Agreement dated 09/16/10 Seventh Amendment to Lease Agreement dated 01/13/12 Certificate of Commencement Date dated 11/09/10

DPR Construction Lease Agreement dated 06/25/12 Certificate of Commencement Date dated 09/28/12

Edison McDowell & Hetherington, LLP Lease Agreement dated 09/30/09 First Amendment to Lease Agreement dated 11/24/09 Second Amendment to Lease Agreement dated 02/18/10 Third Amendment to Lease Agreement dated 04/16/10 Fourth Amendment to Lease Agreement dated 07/20/10 Fifth Amendment to Lease Agreement dated 10/22/10 Sixth Amendment to Lease Agreement dated 09/15/11 Certificate of Commencement Date dated 03/25/10 Certificate of Commencement Date dated 05/25/10 Certificate of Commencement Date dated 08/19/10 Certificate of Commencement Date dated 10/25/11 Certificate of Commencement Date dated 11/04/09 Certificate of Commencement Date dated 11/30/10 Certificate of Commencement Date dated 12/30/09 Early Entry Indemnity Agreement dated 09/25/09

Electronic Tracking Systems Antenna Site License Agreement dated 06/01/04 First Amendment to Antenna Site License Agreement dated 05/31/07 Second Amendment to Antenna Site License Agreement dated 01/04/10

Forethought National Life Insurance Company Lease Agreement dated 04/27/09 First Amendment to Lease Agreement dated 01/14/10 Second Amendment to Lease Agreement dated 01/28/11 Certificate of Commencement Date dated 02/26/10 Certificate of Commencement Date dated 04/13/11 Certificate of Commencement Date dated 06/23/09 Consent dated 10/30/09

Goulden Williams, LTD (dba Capital Healthcare Lease Agreement dated 08/15/08 Planning) Certificate of Commencement Date dated 12/19/08

Henslee Schwartz, LLP Lease Agreement dated 11/11/99 First Amendment to Lease Agreement dated 01/25/02 Second Amendment to Lease Agreement dated 10/31/02 Third Amendment to Lease Agreement dated 06/25/04 Fourth Amendment to Lease Agreement dated 04/26/10 Fifth Amendment to Lease Agreement dated 12/30/10 Certificate of Commencement Date dated 02/10/11 Certificate of Commencement Date dated 05/27/10 Landlords Consent to Sublease dated 09/15/11

Howard Weil, Inc. (former Legg Mason Wood Lease Agreement dated 07/07/03 Walker, Inc.) First Amendment to Lease Agreement dated 03/16/06 Second Amendment to Lease Agreement dated 04/29/10 Assignment and Assumption of Lease dated 10/31/03 Certificate of Commencement Date dated 07/26/10 Transfer Consent Letter 04/12/12

Idea Integration Corp. (former Berger IT Co.) Lease Agreement dated 01/31/03 First Amendment to Lease Agreement dated 05/25/05 Second Amendment to Lease Agreement dated 06/08/07 Third Amendment to Lease Agreement dated 10/31/07 Memorandum of Understanding dated 01/16/08 Fourth Amendment to Lease Agreement dated 05/15/08 Fifth Amendment to Lease Agreement dated 01/07/09 Sixth Amendment to Lease Agreement dated 10/01/09 Certificate of Commencement Date dated 12/03/09 Lease Guaranty Agreement dated 01/24/03 Lease Notice dated 10/26/05 Lease Notice dated 10/30/07 Letter Agreement dated 08/20/08 Letter Agreement dated 11/06/08 Notice of Address Change dated 03/18/11

Ingenia Polymers, Inc. Lease Agreement dated 11/30/05 First Amendment to Lease Agreement dated 08/22/08 Second Amendment to Lease Agreement dated 03/30/12 Certificate of Commencement Date dated 01/06/09 Certificate of Commencement Date dated 03/15/06

JDPage LLC Lease Agreement dated 01/03/08 Certificate of Commencement Date dated 02/08/08

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document JM Equity Venture, Ltd., L.L.P. Lease Agreement dated 12/13/05 Certificate of Commencement Date dated 03/22/06 Lease Guaranty Agreement dated 12/14/05 Landlords Consent to Sublease dated 03/03/10 Excess Sublease Rent Schedule 03/15/10 Landlords Consent to First Amendment to Sublease dated 03/02/12

Joule Processing LLC Lease Agreement dated 10/21/11 First Amendment to Lease Agreement dated 08/06/12 Certificate of Commencement Date dated 11/07/11

Keefe, Bruyete & Woods, Inc. Lease Agreement dated 04/18/07 First Amendment to Lease Agreement dated 11/19/12 Certificate of Commencement Date dated 08/24/07

The Lincoln National Life Insurance Lease Agreement dated 02/27/09 Company Certificate of Commencement Date dated 04/14/09

Logix Communications Telecommunications License Agreement dated 12/01/10 Certificate of Commencement Date dated 12/23/10

Ryan Specialty Group, LLC, successor Lease Agreement dated 11/26/07 in interest to MaClean Oddy & Lease Notice dated 11/10/08 Associates, Inc. (dba Global Special Certificate of Commencement Date dated 01/28/08 Risks) First Amendment to Lease Agreement dated 11/19/12

MCIMetro Access Transmission Telecommunications License Agreement dated 07/31/06 Services, LLC Address Change Notice dated 02/05/10 Address Change Notice dated 12/16/11 Renewal Notice dated 07/15/11

Network Appliance, Inc. Lease Agreement dated 06/30/00 First Amendment to Lease Agreement dated 06/06/05 Second Amendment to Lease Agreement dated 03/07/06 Third Amendment to Lease Agreement dated 06/25/07 Certificate of Commencement Date dated 01/18/08 Lease Notice dated 09/18/08 Lease Notice dated 11/25/08

New York Life Insurance Company Lease Agreement dated 12/29/11 Lease Notice dated 12/31/11

Phillips Akers Womac PC (formerly Lease Agreement dated 08/01/96 Phillips & Akers, P.C.) First Amendment to Lease Agreement dated 01/12/01 Second Amendment to Lease Agreement dated 08/05/01 Third Amendment to Lease Agreement dated 07/01/05

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Fourth Amendment to Lease Agreement dated 12/15/10 Certificate of Commencement Date dated 02/09/11 Storage Lease dated 07/01/89 Landlords Consent to Sublease dated 08/02/11 Landlords Consent to Sublease dated 08/06/12 Notice of Name Change dated 08/25/11

Permian Mud Service, Inc. (aka Champion Lease Agreement dated 04/28/05 Technologies) First Amendment to Lease Agreement dated 10/16/07 Second Amendment to Lease Agreement dated 05/31/11 Certificate of Commencement Date dated 04/04/12 Third Amendment to Lease Agreement dated 01/12/12 Certificate of Commencement Date dated 09/01/11 Storage License Agreement dated 04/01/11 Storage License Agreement 04/01/12

Phoenix Gas Pipeline Co. Lease Agreement dated 08/22/94 First Amendment to Lease Agreement dated 06/30/99 Second Amendment to Lease Agreement dated 09/15/04 Third Amendment to Lease Agreement dated 07/28/09 Certificate of Commencement Date dated 08/31/09

Phonoscope, Ltd. Telecommunications License Agreement dated 07/01/04

Riverrock Management Company LLC (formerly Lease Agreement dated 08/14/08 Renegade Capital LP) First Amendment to Lease Agreement 8/21/12 Certificate of Commencement Date dated 09/30/08

RGN-Houston IV, LLC (formerly Aletcor Lease Agreement dated 12/31/98 Enterprises) First Amendment to Lease Agreement dated 11/30/02 Second Amendment to Lease Agreement dated 05/18/05 Consent of Landlord dated 04/23/08 Third Amendment to Lease Agreement dated 03/02/12 Lease Guaranty Agreement dated 05/26/05 Lease Notice dated 08/26/09

Settlement Facility Dow Corning Trust Lease Agreement dated 12/29/11 Certificate of Commencement Date dated 04/02/12

Skyline Houston Deli LLC Lease Agreement dated 08/28/03 First Amendment to Lease Agreement 09/28/12 Increase Notice dated 12/01/09 Rent Reduction Notice dated 06/29/10 Rent Reduction Notice 11/12/07

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Sprint Communications Company L.P. Lease Agreement dated 03/31/89 First Amendment to Lease Agreement dated 10/29/91 Second Amendment to Lease Agreement dated 07/29/94 Third Amendment to Lease Agreement dated 11/07/94 Fourth Amendment to Lease Agreement dated 05/04/99 Fifth Amendment to Lease Agreement dated 06/28/02 Sixth Amendment to Lease Agreement dated 06/22/07 Seventh Amendment to Lease Agreement dated 06/13/12 Change of Address Notice dated 08/20/10 Certificate of Commencement Date dated 04/11/08

Stanley Capital Management LLC Lease Agreement dated 12/23/10 Certificate of Commencement Date dated 04/28/11 Landlords Consent to Sublease dated 04/11/11

Sullins, Johnston, Rohrbach & Magers, P.C. Lease Agreement dated 07/21/97 First Amendment to Lease Agreement dated 10/27/97 Second Amendment to Lease Agreement dated 06/23/04 Third Amendment to Lease Agreement dated 07/23/09 Certificate of Commencement Date dated 09/02/09

Susman Tisdale Gayle Architects, Inc. Lease Agreement dated 07/16/08 First Amendment to Lease Agreement dated 05/31/11 Second Amendment to Lease Agreement dated 08/06/12 Certificate of Commencement Date dated 11/07/08 Teleport Communications Houston, Inc. (a wholly- Telecommunications License Agreement dated 07/01/11 owned subsidiary of AT&T Corp.)

Thompson & Horton, LLP Lease Agreement dated 11/09/10 First Amendment to Lease Agreement dated 08/16/11 Certificate of Commencement Date dated 02/01/11 Certificate of Commencement Date dated 09/01/11 Landlords Consent to Sublease dated 08/29/11

Thrasher & Associates, P.C. Lease Agreement dated 12/01/97 First Amendment to Lease Agreement dated 12/27/01 Second Amendment to Lease Agreement dated 08/22/06 Third Amendment to Lease Agreement dated 07/12/10 Certificate of Commencement Date dated 08/12/10

Traditum Group LLC Lease Agreement dated 08/16/11 Certificate of Commencement Date dated 09/22/11

Transystems Corporation Lease Agreement dated 11/13/08 Certificate of Commencement Date dated 03/05/09

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TW Telcom of Texas LLC Telecommunications License Agreement dated 11/17/10 Certificate of Commencement Date dated 01/05/11

Vaco Houston, LLC (formerly Mackey & Tanner, Lease Agreement dated 08/20/01 L.L.C.) First Amendment to Lease Agreement dated 08/05/05 Second Amendment to Lease Agreement dated 11/30/11 Certificate of Commencement Date dated 12/01/05

W Douglas Matthews (dba Matthews Law Firm) Lease Agreement dated 11/21/01 First Amendment to Lease Agreement dated 10/07/02 Second Amendment to Lease Agreement dated 09/20/05 Third Amendment to Lease Agreement dated 08/31/10 Certificate of Commencement Date dated 09/30/10 Storage License Agreement dated 01/07/02

WorleyParsons Group Inc Lease Agreement dated 03/30/12

List of Unpaid Commissions

Apex Compressed Air Energy Storage, LLC., First Amendment to Lease Agreement, dated October 31, 2012: Studley: $3,234.98 Hines: $1,617.49 Ryan Specialty Group, LLC (dba Global Special Risks), First Amendment to Lease dated 11/26/12: Studley: $27,859.83 Hines: $13,929.92

List of Contracts

Vendor Document Service AbitibiBowater Building Services Contract 01/2009 Recycling ABM Services Building Services Contract 11/2009 Janitorial Admiral Linen Uniform Service Services and Goods Agreement 12/2011 Uniform Service Allied Barton Building Services Contract 1997 Security Allied Waste Building Services Contract 11/2009 Trash Ambius Building Services Contract 8/2010 Holiday Decor Add-On to Building Services Contract 12/ 2010 Amegy Bank Lease Agreement 11/2010 ATM Amerex Energy Services Contracted Energy Positions 3/2012 Energy AMST Building Services Contract 10/1996 Metal Refinishing Supplemental Letter Agreements 6/1999 and 7/2004 Belfor USA Building Services Contract 3/2011 Disaster Recovery Constellation NewEnergy Master Retail Electricity Supply Agreement Electricity provider 9/2011 Corporate Care Building Services Contract 8/1996 Carpet Maintenance Supplemental Letter Agreement 7/2004 Datawatch Building Services Contract 4/2012 Off-site Monitoring Environmental Coalition Building Service Contract 7/2004 Pest Control FedEx Subscriber Joinder 7/2011 Shipping Hines Leasing Agreement 2/2006 Leasing Exclusive Hines Management Agreement 2/2006 Property Management Jobs Building Services Contract 2/1997 Window Washing Kings III Building Services Contract 1/2011 Elevator Phones Contract for Equipment 3/2011 Logix Service Contract 7/2010 Phone lines Micronet Service & Goods Agreement 2/2006 Fire Alarm Inspection MobiLease Equipment Lease 1/2011 Fitness Equipment Nalco Building Services Contract 5/2010 Water Treatment NEC Equipment Lease 7/2010 Telephone System Pleasing Plants Building Services Contract 5/2008 Interior Landscaping Phonoscope Commercial Account Cable TV Seamless Solutions Equipment Lease 5/2009 Copier Silversand Building Services Contract 11/2006 Exterior Landscaping Staples Subscriber Joinder 7/2011 Office Supplies

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TFC (The Fitness Contractors) Building Services Contract 3/2012 Fitness Equipment Maintenance ThyssenKrupp Building Services Contract - Maintenance Elevator Maintenance during Mod & Warranty Period 10/2010 Winpark Building Services Contract 1/2010 Parking Management Letter Agreement 6/2011

Form of Estoppel Certificate

TENANT ESTOPPEL CERTIFICATE

From:

(Tenant)

To:

(Buyer)

(Landlord)

Lease: Lease dated , , between , a , and , a , as amended, modified or supplemented by [list all amendments, addenda, letter agreements and the like] (as so amended, modified and supplemented, the Lease), copies of which are attached hereto as Exhibit A.

Premises: Suite(s) , consisting of a total of rentable square feet, (the Premises) located in the building known as having an address of (the Building).

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Tenant hereby certifies to Landlord and Buyer as follows: 1. Tenant is the current Tenant under the Lease. The Lease is in full force and effect and is the only lease, agreement or understanding between Landlord and Tenant affecting the Premises and any rights to parking. The Lease has not been modified, altered or amended, except as follows: [commencement agreements, modifications, assignments or amendments to the Lease and all letter agreements or, if none, state None.]

2. The initial term of the Lease commenced on , , and the current term will expire on , . The Tenant has an outstanding option to renew the Lease (which has not been waived or lapsed) for ( ) additional following the expiration date of the current term. Tenant has accepted and is presently occupying the Premises.

3. The base rent under the Lease is currently $ per month. [Tenants current estimated operating expense rent is $ per month.] Tenants pro rata share of operating expenses for the Building is %. Tenant has fully paid all rent and other sums payable under the Lease on or before the date of this Certificate and Tenant has not paid any rent more than one month in advance.

4. Tenant is not in default under any of the provisions of the Lease, and no event has occurred and no circumstance exists which, with the passage of time or the giving of notice by Landlord, or both, would constitute such a default.

5. To Tenants knowledge, Landlord is not in default under any of the provisions of the Lease, and no event has occurred and no circumstance exists which, with the passage of time or the giving of notice by Tenant, or both, would constitute such a default.

6. All construction to be performed and the improvements to be installed by Landlord on the Premises as a condition to Tenants acceptance of the Premises, if any, have been completed and fully accepted by Tenant. All amounts to be paid by Landlord to Tenant for work performed by Tenant pursuant to any tenant improvement allowance have been paid in full. Any and all other leasing incentives, amounts which the Lease expressly requires to be paid by Landlord to Tenant or amounts to be credited against Tenant rent due under the Lease for any reason (exclusive of operating expense adjustments as may be applicable under the Lease) have been fully paid or credited as applicable, and no such amounts remain outstanding or remain to be credited.

7. As of the date of this Certificate, Tenant has no defenses, offsets or credits against the payment of rent and other sums due or to become due under the Lease or against the performance of any other of Tenants obligations under the Lease.

8. Tenant has paid to Landlord a security deposit in the amount of $ [alternatively: Landlord is holding a letter of credit to secure Tenants obligation under the Lease is the amount of $ .]. [The obligations of Tenant are guaranteed by , in accordance with the terms of the guaranty dated .]

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9. Tenant has not subleased, assigned, pledged, hypothecated, or otherwise encumbered all or any portion of its interest in the Lease.

10. Tenant has no existing right of refusal, right of offer, or expansion rights, except (all other rights, if any, having been waived or deemed waived). Tenant has no purchase option or other right to purchase the Premises or the Building.

11. There are no actions, voluntary or involuntary, pending against the Tenant under the bankruptcy laws of the United States or any state thereof.

12. Tenant understands that this Certificate is required in connection with Buyers acquisition of the Building, and Tenant agrees that Landlord, Buyer and their respective assigns (including any parties providing financing for the Building) will, and shall be entitled to, rely on the truth of this Certificate. Tenant agrees that such parties will, and shall be entitled to, rely on the representations in this Certificate as being true and correct and continuing to be made, unless Tenant notifies Landlord and Buyer of a change in this Certificate prior to the closing.

13. The party executing this document on behalf of Tenant represents that he/she has been authorized to do so on behalf of Tenant.

EXECUTED on this day of . TENANT

, a

By: Name: Title:

Leases

Form of Deed

SPECIAL WARRANTY DEED

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVERS LICENSE NUMBER.

THE STATE OF TEXAS § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF HARRIS §

THAT, FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership (Grantor), for and in consideration of the sum of Ten and No/100ths Dollars ($10.00) in hand paid to Grantor by , a (Grantee), the receipt of which is hereby acknowledged by Grantor, and other good and valuable consideration paid and agreed and secured to be paid to Grantor by Grantee in the manner set forth below, the sufficiency of which consideration is hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD, and CONVEYED and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto said Grantee, its successors and assigns, subject to the Permitted Exceptions described below, all of that certain real property located in Harris County, Texas, more particularly described on Exhibit A attached hereto, and all easements, tenements, hereditaments, privileges and appurtenances in any way belonging to the foregoing (collectively, the Appurtenances), including, without limitation, (i) any land to the midpoint of the bed of any highway, street, road or avenue, open or proposed, in front of, abutting or adjoining such land, (ii) any land lying in or under the bed of any creek, stream, bayou or river running through, abutting or adjacent to such land, (iii) any riparian, appropriative, or other water rights of Grantor appurtenant to such land and relating to surface or subsurface waters, (iv) any oil, gas or other minerals or mineral rights relating to such land or to the surface or subsurface thereof (v) any strips, gores or pieces of property abutting, bounding or which are adjacent or contiguous to such land, and (vi) all easements, right-of-ways, rights of ingress or egress and reversionary interests benefiting such land (all such land, water rights, mineral rights, easements and other appurtenant rights being herein referred to collectively as the Property).

This conveyance is made by Grantor and accepted by Grantee expressly subject to all matters of record affecting title to the Property.

TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever; and, subject to all matters of record, Grantor does hereby bind itself and its successors, to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document GRANTEE, BY ACCEPTANCE OF THIS SPECIAL WARRANTY DEED (THIS DEED), ACKNOWLEDGES THAT IT HAS INSPECTED AND ASSESSED THE PROPERTY AND HAS SATISFIED ITSELF AS TO THE CONDITION OF SAME AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT, EFFECTIVE AS OF , 2012, BY AND BETWEEN GRANTOR AND GRANTEE OR IN ANY OTHER DOCUMENT EXECUTED BY GRANTOR AND/ OR GRANTEE IN CONNECTION WITH THE TRANSACTION CONTEMPLATED THEREBY, IT ACCEPTS THE PROPERTY AS IS AND WHERE IS AND WITH ALL FAULTS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED, IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WITHOUT IMPLIED WARRANTY AS TO HABITABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR ANY PURPOSE, SAVE AND EXCEPT THE WARRANTIES OF TITLE CONTAINED HEREIN.

[End of Text on Page]

GRANTOR:

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Title:

COMMONWEALTH OF MASSACHUSETTS : : ss COUNTY OF MIDDLESEX :

On this day of , 2012, before me, the undersigned notary public, personally appeared [NAME OF INDIVIDUAL], [INSERT TITLE] of [INSERT NAME OF ENTITY], a [INSERT STATE OF ENTITY FORMATION AND TYPE OF ENTITY], proved to me through satisfactory evidence of identification, which was personal knowledge of identity, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that [she] [he] signed it voluntarily, as the act and deed of said entity for its stated purpose.

Official Signature and Seal of Notary Public

Description of Property

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership (Seller), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby grants, bargains, sells, transfers and delivers to , a (Buyer), all of the fixtures, equipment, furniture, furnishings, appliances, supplies and other personal property of every nature and description attached or pertaining to, or otherwise used in connection with the real property described on Exhibit A (the Real Property) attached hereto (collectively, the Personal Property), but specifically excluding from the Personal Property any accounting software or related items, all property leased by Seller or owned by tenants or others, if any, to have and to hold the Personal Property unto Buyer, its successors and assigns, forever.

Seller grants, bargains, sells, transfers and delivers the Personal Property in its AS IS condition, WITH ALL FAULTS, IF ANY, and makes no representations or warranties, direct or indirect, oral or written, express or implied, as to title, encumbrances and liens, merchantability, condition or fitness for a particular purpose or any other warranty of any kind, all of which representations and warranties are expressly hereby disclaimed and denied; provided that Seller represents that it has not encumbered or otherwise conveyed any such Personal Property which is being conveyed to Buyer hereunder.

Buyer agrees that the liability of Seller under this Bill of Sale, the Purchase Agreement, and any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited as provided in Section 10.2 of the Purchase Agreement.

Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

SELLER:

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Title:

Description of Property

Form of Assignment and Assumption of Leases, Contracts and Security Deposits

DATE: , 2012

ASSIGNOR: FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

ASSIGNEE: , a

RECITALS:

WHEREAS, Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of , 2012 (the Purchase Agreement), wherein Assignor agreed to sell and Assignee agreed to buy certain real property described in Exhibit A attached hereto and the improvements located thereon (the Property); and

WHEREAS, Assignee desires to assume and Assignor desires to assign to Assignee all of Assignors interest (i) as landlord, under the leases (the Leases) described in Exhibit B attached hereto and incorporated herein pertaining to the Property, including any security deposits, letters of credit, advance rentals, or like payments held by Assignor in connection with the Leases, and (ii) as owner, under the service contracts (the Contracts) described in Exhibit C attached hereto and incorporated herein pertaining to the Property.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment. Assignor conveys and assigns to Assignee all of Assignors right, title and interest in and to the Leases and the Contracts, together with the right to receive any and all sums and proceeds arising out of said Leases and Contracts, from and after the date of conveyance of the Property by Assignor to Assignee (the Conveyance Date), but reserving unto Assignor all uncollected rent attributable to the period prior to the Conveyance Date pursuant to the provisions of Section 8.1 of the Purchase Agreement.

2. Assumption. Assignee assumes and agrees to be bound by all of Assignors liabilities and obligations pursuant to the Leases and the Contracts, if any, and agrees to perform and observe all of the covenants and conditions contained in the Leases and the Contracts, from and after the Conveyance Date.

3. Indemnification. Assignee covenants and agrees to indemnify and hold harmless Assignor for, from and against any actions, suits, proceedings or claims, and all costs and expenses, including, without limitation, reasonable attorneys fees, incurred in connection therewith, arising out of any breach of any of the Leases or the Contracts by Assignee to the extent occurring from and after the Conveyance Date. Assignor covenants and agrees to

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document indemnify and hold harmless Assignee for, from and against any actions, suits, proceedings or claims, and all costs and expenses, including, without limitation, reasonable attorneys fees, incurred in connection therewith, arising out of any breach of any of the Leases or the Contracts by Assignor to the extent occurring prior to the Conveyance Date.

4. Binding Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

5. Construction; Definitions. This Assignment shall be construed according to Texas law. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

6. Counterparts. This Assignment may be executed in counterparts, which taken together shall constitute one original instrument.

7. Non-Recourse. Assignee agrees that the liability of Assignor under this Assignment, the Purchase Agreement, and any other agreement, document, certificate or instrument delivered by Seller and Buyer, or under any law applicable to the Property or this transaction, shall be limited as provided in Section 10.2 of the Purchase Agreement.

DATED as of the day and year first above written.

ASSIGNOR:

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Title:

ASSIGNEE: , a

Description of Property

Leases

Contracts

Assignment of Intangible Property

DATE: , 2012

ASSIGNOR: FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

ASSIGNEE: , a

RECITALS: B. Assignor presently owns the real property described in Exhibit A to this Assignment and the improvements and personal property located thereon (the Property). C. WHEREAS, Assignor and Assignee have entered into that certain Purchase and Sale Agreement dated as of , 20 (the Purchase Agreement), wherein Assignor agreed to sell and Assignee agreed to buy the Property; D. Assignor desires to sell the Property to Assignee, and in connection therewith, Assignor desires to assign to Assignee and Assignee desires to acquire Assignors interest, if any, in and to the following described rights, interests and property inuring to the benefit of Assignor and relating to the Property.

FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Assignor agrees as follows: 1. Assignment. Assignor assigns, transfers, sets over, and conveys to Assignee, to the extent the same are assignable, all of Assignors right, title, and interest, if any, in and to (i) any warranties and/or guaranties, express or implied, from contractors, builders, manufacturers, and/or suppliers inuring to the benefit of Assignor and relating to the Property, (ii) any licenses, permits and approvals relating to the Property, (iii) all logos and trade names, including without limitation the right to use the name Phoenix Tower but not any reference to FSP and (iv) all plans and specifications. 2. Binding Effect. This Assignment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 3. Construction; Definitions. This Assignment shall be construed according to Texas law. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. 4. Non-Recourse. Assignee agrees that the liability of Assignor under this Assignment, the Purchase Agreement, and any other agreement, document, certificate or instrument delivered by Seller to Buyer, or under any law applicable to the Property or this transaction, shall be limited as provided in Section 10.2 of the Purchase Agreement.

ASSIGNOR:

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Title:

ASSIGNEE:

, a

By: Name: Title:

Description of Property

Form of Tenant Notice Letter

[SELLERS LETTERHEAD] , 2012 Attention: Tenants of Phoenix Tower Re: (the Property) Dear : Please be advised that FSP PHOENIX TOWER LIMITED PARTNERSHIP has sold the Property and assigned your lease to , a . Consequently, is now the landlord or lessor under your lease with respect to the Property. Effective immediately, rent checks should be made payable to and all rent payments should be sent to:

You will be receiving further contact information under separate cover directly from .

Sincerely,

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Its:

Non-Foreign Affidavit

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership (Seller), the undersigned hereby certifies the following: 1. Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. Sellers U.S. taxpayer identification number is [ ]; and 3. Sellers address is c/o Franklin Street Properties Corp., 401 Edgewater Place, Wakefield, Massachusetts 01880.

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, the undersigned declares that it has examined this certification and to the best of its knowledge and belief it is true, correct, and complete, and further declares that it has authority to sign this document.

Date: As of , 2012

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Title :

Form of Certificate of Representations and Warranties

[Letterhead of Party Giving Certificate (Seller or Buyer)]

, 2012

[Name of Party Receiving Certificate (Seller or Buyer)] [Address of Party Receiving Certificate] [City, State]

Ladies and Gentlemen: The undersigned hereby certifies that all of the representations and warranties made by it in Section of the Purchase and Sale Agreement dated as of , 2012 (the Purchase Agreement) between the undersigned, as [insert Seller or Buyer], and you, as [insert Seller or Buyer], are true and correct as of the date hereof in all material respects, except as follows: [insert none or exceptions], which shall survive the date hereof for the period and subject to the limitations provided in the Purchase Agreement, and thereafter shall be null and void. The undersigned further ratifies and confirms the continued applicability of, and the understandings and agreements of the undersigned set forth in, such Section .

Very truly yours,

By: Name: Title:

Assignment of Ground Lease

ASSIGNMENT OF GROUND LEASE

This ASSIGNMENT OF GROUND LEASE (this Assignment) is hereby made as of this day of , 2012 (the Assignment Date), by and between FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership, with an address at c/o Franklin Street Properties Corp., 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880 (Assignor) and , a , with an address at (Assignee).

WITNESS that Assignor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD, TRANSFERRED and ASSIGNED, and by these presents does BARGAIN, SELL, TRANSFER and ASSIGN unto Assignee all of Assignors rights as lessee under that certain Ground Lease dated effective May 1, 1984 by and between Greenway Plaza, Ltd., predecessor in interest to Crescent Real Estate Funding III, L.P., as lessor, and Greenway Building Joint Venture, predecessor in interest to Assignor, as lessee, as amended by that certain First Amendment to Ground Lease dated as of June 1, 2004 relating to premises as set forth on Exhibit A attached hereto (as amended, the Ground Lease), which Ground Lease is evidenced by an Assignment of Lease recorded under Harris County Clerks No. K347663, as further assigned by instruments recorded under File Nos. R724673, R906155, V029750, and .

The Assignee hereby assumes all of the burdens, terms, covenants, conditions and obligations of Assignor as lessee under the Ground Lease.

Assignee further covenants and agrees to indemnify and hold harmless Assignor for, from and against any actions, suits, proceedings or claims, and all costs and expenses, including, without limitation, reasonable attorneys fees, incurred in connection therewith, based upon or arising out of any breach or alleged breach of the Ground Lease or out of any other facts connected with the Ground Lease, occurring or alleged to have occurred from and after the Assignment Date. Assignor covenants and agrees to indemnify and hold harmless Assignee for, from and against any actions, suits, proceedings or claims, and all costs and expenses, including, without limitation, reasonable attorneys fees, incurred in connection therewith, based upon or arising out of any breach or alleged breach of the Ground Lease or out of any other facts connected with the Ground Lease, occurring or alleged to have occurred before the Assignment Date.

This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. This Assignment shall be construed according to Texas law and may be executed in counterparts, which taken together shall constitute one original instrument.

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Title:

ASSIGNEE:

, a

By: Name: Title:

COMMONWEALTH OF MASSACHUSETTS : : ss COUNTY OF MIDDLESEX :

ACKNOWLEDGMENT

STATE OF : : ss COUNTY OF :

Assignment of Parking Lease

ASSIGNMENT OF PARKING LEASE

This ASSIGNMENT OF PARKING LEASE (this Assignment) is hereby made as of this day of , 2012 (the Assignment Date), by and between FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership, with an address at c/o Franklin Street Properties Corp., 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880 (Assignor) and , a , with an address at (Assignee).

The Assignee hereby assumes all of the burdens, terms, covenants, conditions and obligations of Assignor as lessee under the Parking Lease.

Assignee further covenants and agrees to indemnify and hold harmless Assignor for, from and against any actions, suits, proceedings or claims, and all costs and expenses, including, without limitation, reasonable attorneys fees, incurred in connection therewith, based upon or arising out of any breach or alleged breach of the Parking Lease or out of any other facts connected with the Parking Lease, occurring or alleged to have occurred from and after the Assignment Date. Assignor covenants and agrees to indemnify and hold harmless Assignee for, from and against any actions, suits, proceedings or claims, and all costs and expenses, including, without limitation, reasonable attorneys fees, incurred in connection therewith, based upon or arising out of any breach or alleged breach of the Parking Lease or out of any other facts connected with the Parking Lease, occurring or alleged to have occurred before the Assignment Date.

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By: Name: Title:

ASSIGNEE:

, a

By: Name: Title:

COMMONWEALTH OF MASSACHUSETTS : : ss COUNTY OF MIDDLESEX :

ACKNOWLEDGMENT

STATE OF : : ss COUNTY OF :

Assignment of Equipment Lease

DATE: , 2012

ASSIGNOR: FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

ASSIGNEE: , a

RECITALS:

WHEREAS, Assignee desires to assume and Assignor desires to assign to Assignee all of Assignors interest that certain Equipment Master Lease Agreement dated January 12, 2011, between Mobilease, Inc. (Equipment Lessor) and Assignor, related to certain fitness equipment, as more particularly described therein (the Lease).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment. Assignor conveys and assigns to Assignee all of Assignors right, title and interest in and to the Lease from and after the date of conveyance of the Property by Assignor to Assignee (the Conveyance Date). 2. Assumption. Assignee assumes and agrees to be bound by all of Assignors liabilities and obligations pursuant to the Lease, and agrees to perform and observe all of the covenants and conditions contained in the Lease from and after the Conveyance Date.

3. Binding Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

4. Construction; Definitions. This Assignment shall be construed according to Texas law. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

5. Counterparts. This Assignment may be executed in counterparts, which taken together shall constitute one original instrument.

6. Non-Recourse. Assignee agrees that the liability of Assignor under this Assignment, the Purchase Agreement, and any other agreement, document, certificate or instrument delivered by Seller and Buyer, or under any law applicable to the Property or this transaction, shall be limited as provided in Section 10.2 of the Purchase Agreement.

ASSIGNOR:

FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership

By: FSP Phoenix Tower LLC, a Delaware limited liability company, its general partner

By:

Name:

Title:

ASSIGNEE:

, a

By:

Name:

Title:

Ground Lessor Estoppel

Ground Lease Estoppel

TO:

RE: Ground Lease dated effective May 1, 1984 by and between Greenway Plaza, Ltd., predecessor in interest to Crescent Real Estate Funding III, L.P. (Crescent), as lessor, and Greenway Building Joint Venture, predecessor in interest to FSP Phoenix Tower Limited Partnership (FSP), as lessee, as amended by that certain First Amendment to Ground Lease dated as of June 1, 2004 (as amended, the Ground Lease), which Ground Lease is evidenced by an Assignment of Lease recorded under Harris County Clerks No. K347663, as further assigned by instruments recorded under File Nos. R724673, R906155 and V029750, and a Notice of First Amendment to Ground Lease.

Ladies and Gentlemen:

You have advised Crescent that FSP proposes to sell that certain real property and improvements thereon known as Phoenix Tower, 3200 Southwest Freeway, Houston, Texas, to and simultaneously assign FSPs interest in the Ground Lease to pursuant to Section 9.2 of the Ground Lease. In connection therewith, the undersigned is hereinbelow giving you its estoppel certificate, as contemplated under Section 11.1 of the Ground Lease, as follows: 1. The Ground Lease is in full force and effect as executed, except as amended or modified by that certain First Amendment to Ground Lease dated June 1, 2004, and by assignments of Lessees interest in the Ground Lease dated, December 30, 1985, December 14, 1995, April 30, 1996 and May 4, 2001, copies of which are attached hereto and which contain all of the understandings and agreements by and between Crescent and . 2. The commencement date of the term of the Ground Lease is February 15, 1984, and the expiration date is February 28, 2014. 3. The undersigned has not entered into any lease, assignment or any other agreement transferring any of its interest in the Ground Lease or the Premises (as defined in the Ground Lease) except to the extent pledged and/or collaterally assigned to its mortgagee(s) under existing loans. 4. The Ground Lease provides for rent payable as follows: (a) Rent currently payable by per month is as follows:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Monthly Rent: $ ($ less $ (based on $ for each of four (4) Parking Spaces currently used by Lessor)) Applicable Taxes (if any): None.

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) No rent has been paid by FSP in advance under the Ground Lease except for the monthly rent that became due for the current month. The monthly rent has been paid through . 5. To Crescents knowledge and belief, (a) FSP is not in default under any of the provisions of the Ground Lease, and no event has occurred and no circumstance exists which, with the passage of time or the giving of notice by Crescent, or both, would constitute such a default, and (b) FSP has fully performed all of its obligations under the Ground Lease. 6. To Crescents knowledge and belief, Crescent has fully performed all of its obligations under the Ground Lease. 7. The assignment of FSPs interest in the Ground Lease to does not constitute an Event of Default under the Ground Lease.

The undersigned acknowledges that the statements contained in this certificate may be relied upon by FSP and and shall be binding on Crescent and, as a condition of which, FSP shall record an Assignment of Ground Lease in the form attached as Exhibit A hereto by which , as FSPs assignee, expressly assumes pursuant to Section 9.2 of the Ground Lease all of the burdens, terms, covenants, conditions and obligations of FSP under the Ground Lease.

IN WITNESS WHEREOF, the undersigned has executed and delivered this estoppel certificate on this day of , 2012.

CRESCENT REAL ESTATE FUNDING III, L.P., a Delaware limited partnership

By: CRE Management III Corp., a Delaware corporation, its general partner

By:

Name: Title:

Parking Lease Estoppel

TO:

RE: Parking Lease Agreement by and between Camden Property Trust (Camden), as landlord, and Utah State Retirement Investment Fund, predecessor in interest to FSP Phoenix Tower Limited Partnership (FSP), as tenant, dated as of April 30, 1998 (the Parking Lease)

Ladies and Gentlemen:

It is our understanding that FSP proposes to sell that certain real property and improvements thereon known as Phoenix Tower, 3200 Southwest Freeway, Houston, Texas, to and simultaneously assign the Parking Lease to pursuant to Article V.B. of the Parking Lease. In connection therewith, the undersigned is hereinbelow giving you its estoppel certificate, as contemplated under Article XVI of the Parking Lease, and approving the form of Assignment and Assumption of Lease, pursuant to which the Parking Lease is to be assigned, as follows: 1. The Parking Lease is in full force and effect as executed, except as amended or modified by that certain Memorandum of Lease Commencement dated February 15, 1999, and , which contain all of the understandings and agreements by and between Camden and FSP. 2. The commencement date of the term of the Parking Lease is February 15, 1999, and the expiration date is February 28, 2019. 3. The Parking Lease provides for rent payable as follows: (a) Rent currently payable by FSP per month is as follows: Base Rent: $ (b) No rent has been paid by FSP in advance under the Parking Lease except for the minimum monthly rent that became due for the current month. The minimum monthly rent and estimated operating expenses and taxes have been paid through . 4. FSP is currently leasing 190 parking spaces. FSP has the right to lease, in addition to the parking spaces currently leased, 10 additional parking spaces. 5. The undersigned has not entered into any lease, assignment or any other agreement transferring any of its interest in the Parking Lease or the Camden Garage except as follows:

Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6. To Camdens knowledge, FSP is not in default under any of the provisions of the Parking Lease, and no event has occurred and no circumstance exists which, with the passage of time or the giving of notice by Camden, or both, would constitute such a default. As of the date of this certificate, to Camdens knowledge, Landlord is not in default under any of the Parking Lease, and no event has occurred and no circumstance exists which, with the passage of time or the giving of notice by FSP, or both, would constitute such a default.

The undersigned acknowledges that the statements contained in this certificate may be relied upon by FSP and and shall be binding on Camden.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Estoppel Certificate on this day of , 2012.

CAMDEN:

CAMDEN PROPERTY TRUST

By:

Name: Title:

Holdback Escrow Agreement

Due Diligence Items

[Attach schedule of documents contained in CBRE war room.]

CERTIFICATION OF TRUSTEE Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John G. Demeritt, certify that:

1. I have reviewed this annual report on Form 10-K of the FSP Phoenix Tower Corp. Liquidating Trust (the "Liquidating Trust");

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact 2. necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all 3. material respects the net assets and changes in net assets under the liquidation basis of accounting of the Liquidating Trust as of, and for, the periods presented in this report;

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 4. and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Liquidating Trust and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under a. my supervision, to ensure that material information relating to the Liquidating Trust, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be b. designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the Liquidating Trust's disclosure controls and procedures and presented in this report my c. conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the Liquidating Trust's internal control over financial reporting that occurred during d. the Liquidating Trust's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the Liquidating Trust's internal control over financial reporting; and

5. This report discloses, based on my most recent evaluation of internal control over financial reporting:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting a. which are reasonably likely to adversely affect the Liquidating Trust's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the b. Liquidating Trust's internal control over financial reporting.

Date: April 12, 2013

By: /s/ John G. Demeritt John G. Demeritt Executive Vice President and Chief Financial Officer FSP PROPERTY MANAGEMENT LLC Trustee of FSP Phoenix Tower Corp. Liquidating Trust

CERTIFICATION OF TRUSTEE Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Trustee of FSP Phoenix Tower Corp. Liquidating Trust (the “Liquidating Trust”) hereby certifies, to his knowledge, that:

(i) the accompanying Annual Report on Form 10-K of the Liquidating Trust for the year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Liquidating Trust.

Date: April 12, 2013

By: /s/ John G. Demeritt John G. Demeritt Executive Vice President and Chief Financial Officer FSP PROPERTY MANAGEMENT LLC Trustee of FSP Phoenix Tower Corp. Liquidating Trust

The foregoing certification is being furnished with the Liquidating Trust’s Form 10-K for the year ended December 31, 2012 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Liquidating Trust, whether made before or after the date hereof, regardless of any general information language in such filing.