Item 1.01. Entry into a Material Definitive Agreement.

On June 4, 2012, FSP Phoenix Tower Limited Partnership (the "Seller"), an entity that is wholly-owned by FSP Phoenix Tower Corp. (the "Registrant"), entered into an agreement for the purchase and sale of real property (the "Agreement") with Rosemont Realty, LLC (the "Buyer"). There are no material relationships, other than in respect of the Agreement, among the Buyer and the Seller, the Registrant or any of the Registrant's affiliates. The Seller's real property is located at 3200 Southeast Freeway, Houston, and is a 34-story multi-tenant office building containing approximately 629,054 rentable square feet of space located on approximately 2.1 acres of land (the "Property"). The purchase price of the Property is $123,250,000. The sale of the Property is subject to the Registrant obtaining the consent of the holders of its preferred and common stock and to customary conditions and termination rights for transactions of this type, including a due diligence inspection period for the Buyer. Assuming that the Registrant obtains the required consent of the holders of its preferred and common stock, the Buyer completes a satisfactory due diligence inspection of the Property and certain other conditions are satisfied, the Registrant anticipates that the closing of the sale of the Property will take place in the third quarter of 2012.