AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 15, 2007, BY AND AMONG GRAND PRIX HOLDINGS LLC, GRAND PRIX ACQUISITION TRUST, INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED PARTNERSHIP AND INNKEEPERS FINANCIAL CORPORATIONAgreement and Plan of Merger • April 16th, 2007 • Innkeepers Usa Trust/Fl • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 15, 2007, is entered into by and among GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Purchaser"), GRAND PRIX ACQUISITION TRUST, a Maryland real estate investment trust and a wholly-owned Subsidiary (as defined below) of Purchaser ("Purchaser Acquisition Entity" and, together with Purchaser, the "Purchaser Parties"), INNKEEPERS USA TRUST, a Maryland real estate investment trust ("Innkeepers REIT"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership whose sole general partner is the General Partner (as defined below) ("Innkeepers LP"), and INNKEEPERS FINANCIAL CORPORATION, a Virginia corporation whose sole shareholder is Innkeepers REIT (the "General Partner" and, together with Innkeepers REIT and Innkeepers LP, the "Innkeepers Parties").
