CONDOR HOSPITALITY TRUST, INC. (Form: 8-K, Received: 07/23/2015 16:07:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

July 23, 2015

Date of report (Date of earliest event reported)

Condor Hospitality Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction

of Incorporation)


1-34087		52-1889548
(Commission File Number)		(IRS Employer Identification No.)

1800 West Pasewalk Avenue, Suite 200 Norfolk, NE		68701
(Address of Principal Executive Offices)		(Zip Code)

(402) 371-2520

(Registrant’s Telephone Number, Including Area Code)

Supertel Hospitality, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

x	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On July 23, 2015, Real Estate Strategies L.P. (“RES”), IRSA Inversiones y Representaciones Sociedad Anonima (“IRSA”) and Condor Hospitality Trust, Inc. (the “Company”) executed a written agreement on the rights and obligations agreed to in connection with a potential exchange offer by the Company of common stock for the Series A preferred stock and Series B preferred stock and conversion of Series C convertible preferred stock.

RES has agreed that if the Company achieves an acceptance of a minimum of 80% of the shares of Series A preferred stock and the Series B preferred stock in an exchange offer then RES will convert a minimum of an equivalent percentage of Series C convertible preferred stock into common stock pursuant to the terms of the Series C convertible preferred stock, subject to RES retaining a minimum beneficial ownership of 1,000 shares of Series C convertible preferred stock.

If the Series A preferred stock and Series B preferred stock are each exchanged at 80% or above, but at different percentages, the percent of conversion of the Series C convertible preferred stock above 80% will be the weighted average (based on liquidation value) of the difference in the exchanged percentages of the Series A preferred stock and Series B preferred stock.

RES has also agreed that accrued and unpaid dividends, and compounded interest, prorated to September 15, 2015 on shares Series C convertible preferred stock that are converted into common stock, will be waived and RES will receive in connection with the conversion additional shares of common stock equal to the accrued and unpaid dividends and compounded interest at a value per share of common stock equal to $2.3254, the same per share value to be used in the exchange offer.

The Company will issue shares of common stock to the tendering holders of Series A preferred stock and Series B preferred stock in the exchange offer in an amount intended to represent a 10% premium above the liquidation value of the shares. The Company will not issue shares to RES in connection with the conversion of the Series C convertible preferred stock as a premium except in the event the shares of common stock trade lower than $2.00 per share just prior to the end of the exchange offer period.

In the event the weighted average trading price per share of the common stock for the three trading days immediately preceding the last trading day of the period of the exchange offer is below $2.00, then in addition to the shares of common stock issued on conversion of the Series C convertible preferred stock and in connection with the unpaid dividends thereon, the Company will, if approved by the Company’s board of directors, issue additional shares common stock to RES in connection with the conversion equal to 10% of the liquidation value of the shares of Series C convertible preferred stock so converted, with the shares of common stock valued at $2.3254 per share, the per share value of the common stock to be used in the exchange offer.

The agreement is conditional on completion of an exchange offer as described above and also provides:

•

the Company Charter will, subject to shareholder approval, be amended to:

•

remove the limitation on RES owning more than 34% of the issued and outstanding voting stock;

•

remove the requirement to redeem the Series B preferred stock if a person or group owns more than 35% of the voting stock of the Company; and

•

authorize issuance of non-voting common stock;

•

RES receives a mix of voting and non-voting common stock such that its voting power does not exceed 49% to otherwise avoid consolidation of the Company’s financial results on IRSA’s consolidated financial statements;

•

the non-voting common stock will be convertible at RES’s option into voting common provided the conversion would not result in RES having more than 49% of the voting control of the Company;

•

one RES designated director will be appointed to all current and future committees of the board of directors (as is currently required for the nominating committee);

•

that as long as RES has the right to designate two or more directors to the Company board of directors:

•

the affirmative vote of the board members designated by RES will be required as part of the vote of the Company board of directors approving an exemption under Article IX, Section 7 of the Company’s Charter from the 9.9% “Ownership Limitation” set forth therein, or otherwise such exemption shall not be approved; and

•

director nominees nominated by the nominating committee of the Company board of directors will require the affirmative vote of the RES designated director on the committee;

•

with respect to warrants issued to RES in its original $30 million investment in the Company in February 2012, the termination date of January 31, 2017 would be extended, at RES’s option, for 50% of the warrants to January 31, 2018, and 50% of the warrants to January 31, 2019, and remove the beneficial ownership limitation therein of 34%, and permit the warrants to be exercised for common stock or non-voting common stock;

•

eliminate the requirement that RES hold 1,250,000 common shares to exercise its pro rata preemptive rights in share offerings, with the term of the preemptive rights extended from January 31, 2018 to January 31, 2020; and

•

preserve in a contract the current rights in Section 7(c) of Series C convertible preferred stock that as long as RES has the right to appoint two or more directors then RES and/or IRSA consent is necessary for (a) company merger, liquidation or sale, (b) offerings of 20% or more of common or voting stock and (c) related party transactions in excess of $120,000.

Certain of the above matters are subject to shareholder approval, to be sought at a special meeting. The agreement is void and of no effect unless the requisite shareholder approvals are received and the exchange offer is completed and the required percentage of Series C convertible preferred stock is converted into common stock. A copy of the agreement is included with this Form 8-K as Exhibit 1.01 and incorporated by this reference.

Item 8.01. Other Events .

The exchange offer has not commenced, however, when commenced the Company will offer up to an aggregate of 11,664,615 shares of common stock for the Series A preferred stock and the Series B preferred stock at a designated value of $2.3254 per share of common stock.

The share value of the common stock is equal to the average weighted sale prices of the common stock for the three trading days preceding July 15, 2015, the date the Company announced agreements to purchase three new hotels.

5.38 shares of common stock is anticipated to be offered for each share of Series A preferred stock, representing, at the $2.3254 per share value of the common stock — a value of $12.502 for each share of Series A preferred stock, an amount equal to the $10 liquidation value, a 10% premium and the accrued and unpaid dividends prorated to September 15, 2015.

13.71 shares of common stock is anticipated to be offered for each share of Series B preferred stock, representing, at the $2.3254 per share value of the common stock — a value of $31.875 for each share of Series B preferred stock, an amount equal to the $25 liquidation value, a 10% premium and the accrued and unpaid dividends plus compounded interest prorated to September 15, 2015.

A condition to the acceptance of the exchange offer will be that holders of Series A preferred stock and Series B preferred stock accepting the exchange offer will waive their rights to unpaid dividends.

The Company anticipates requiring a minimum condition of acceptance of 80% by the holders of the outstanding shares of Series A preferred stock and the Series B preferred stock. Pursuant to such a condition, for the Company to be required to accept any shares in the exchange offer, 80% of each of the Series A preferred stock and the Series B preferred stock would have to surrendered for exchange.

The approval of the shareholders on various matters related to the exchange offer will be sought at a special meeting of shareholders to be called by the Company.

The Company will rely on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), to exempt the exchange offer from the registration requirements of the Securities Act. The Company will also rely on Sections 18(b)(1)(A) and 18(b)(4)(C) of the Securities Act to exempt the exchange offer from the registration and qualification requirements of state securities laws. The Company will have no contract, arrangement or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent or any other person for soliciting tenders in the exchange offer. Company regular employees may solicit tenders and will answer inquiries concerning the exchange offer. These employees will not receive additional compensation for these services.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


10.1		Agreement dated as of July 23, 2015 between Real Estate Strategies L.P., IRSA Inversiones y Representaciones Sociedad Anonima and Condor Hospitality Trust, Inc.

Important Information

The exchange offer for the outstanding shares of Series A preferred stock and Series B preferred stock has not yet commenced. The communication by this filing is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for the issuer tender offer materials that the Company will file with

the Securities and Exchange Commission (“SEC”) upon commencement of the exchange offer. At the time the exchange offer is commenced, the Company will file issuer tender offer materials on Schedule TO with the SEC with respect to the exchange offer. The exchange offer materials (including an Offer to Exchange, a related Letter of Transmittal and any other required tender offer documents) will contain important information. Holders of shares of Series A preferred stock and Series B preferred stock are urged to read these documents when they become available because they will contain important information they should consider before making any decision regarding tendering their securities. The Offer to Exchange, the related Letter of Transmittal and certain other tender offer documents will be made available to all holders of shares of Series A preferred stock and Series B preferred stock at no expense to them. The exchange offer materials will be made available for free at the SEC’s website at www.sec.gov. Additional copies, when available, will be available for free at the Company’s website at www.condorhospitality.com or by contacting Investor Relations, Condor Hospitality Trust, Inc., 309 North Fifth Street, Norfolk, NE 68701.

In connection with the special meeting of shareholders, the Company will file a proxy statement with the SEC. Investors and security holders are urged to read the proxy statement and other relevant documents filed with the SEC, when they become available, because they will contain important information about the proposed transaction.

Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www.sec.gov. Additional copies, when available, will be available for free at the Company’s website at www.condorhospitality.com or by contacting Investor Relations, Condor Hospitality Trust, Inc., 309 North Fifth Street, Norfolk, NE 68701.

Participants

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the special meeting. Information regarding the officers and directors of the Company is available in the Company’s definitive proxy statement for the annual meeting held on June 10, 2015 and its Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company using the sources indicated above.

Forward Looking Statement

Certain matters within this Current Report on Form 8-K and the furnished exhibit are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement. These risks are discussed in the Company’s filings with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Condor Hospitality Trust, Inc.

Date: July 23, 2015	By:	/s/ J. William Blackham
		Name:	J. William Blackham
		Title:	President and Chief Executive Officer

EXHIBIT INDEX


Exhibit		Description

10.1		Agreement dated as of July 23, 2015 between Real Estate Strategies L.P., IRSA Inversiones y Representaciones Sociedad Anonima and Condor Hospitality Trust, Inc.

Exhibit 10.1

AGREEMENT

This Agreement (the “ Agreement ”) is dated as of July 23, 2015, by and among Real Estate Strategies L.P., a Bermuda Limited Partnership (“ RES ) IRSA Inversiones y Representaciones Sociedad Anónima, an Argentine sociedad anónima (“ IRSA ”) and Condor Hospitality Trust, Inc., a corporation (the “ Company ” and, together with the Investor and IRSA, the “Parties” and any of them individually, a “Party”).

WHEREAS, the Company is planning an exchange offer of up to 11,664,615 shares of its common stock for its Series A preferred stock and Series B preferred stock and which it contemplates will result in the issuance of in excess of 20% of its common stock (the “Exchange Offer”);

WHEREAS, pursuant to Section 7(c) of the terms of the 6.25% Series C convertible preferred stock, the consents of RES and IRSA are required for the Company to issue in excess of 20% of its common stock in the Exchange Offer;

WHEREAS, the Company believes the success of the Exchange Offer would be enhanced by the conversion of some or all of its shares of Series C convertible preferred stock into common stock pursuant to the terms of the Series C convertible preferred stock;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Consent to Exchange Offer .

RES and IRSA hereby consent to the issuance of common stock by the Company pursuant to the Exchange Offer. The consent by RES and IRSA is exclusively for the Exchange Offer and not for any other offering or matter.

2. Conditional Agreement to Convert Series C Convertible Preferred Stock .

(a) Conversion . RES and IRSA agree that they shall cause the Series C convertible preferred stock to be converted into common stock pursuant to the terms, provided:

(i) Minimum Acceptance —at least 80% of the shares of each of the Series A preferred stock and the Series B preferred stock are tendered and exchanged for common stock in the Exchange Offer (the “Minimum Acceptance”);

(ii) Shareholder Approvals —the requisite vote of Company shareholders is received at or prior to the consummation of the Exchange Offer approving (the “Shareholder Approvals”):

(A)

Common Stock Issuance —the issuance of common stock in the Exchange Offer and in connection with the unpaid dividends on converted shares of Series C convertible preferred stock;

(B)

Beneficial Ownership Limitation —deletion of the provisions of the Series C convertible preferred stock that prohibit Series C convertible preferred stock from being converted to the extent the conversion would cause RES and its affiliates to beneficially own more than 34% of voting stock (the “Beneficial Ownership Limitation”);

(C)

Redemption —deletion of the provision of the Series B preferred stock that requires a cash redemption of the Series B preferred stock if a person beneficially owns 35% of the common stock or voting stock of the Company (the “Series B Required Redemption”);

(D)

Warrant Extension —amendment, at RES’s option, of the warrants originally issued to RES in February 2012 to extend the term of 50% of the warrants to January 31, 2018, and the term of the other 50% of the warrants to January 31, 2019, and increase the beneficial ownership limitation therein from 34% to 49%, and permit the warrants to be exercised for common stock or non-voting common stock (the “Warrant Extension”);

(E)

Non-Voting Common Stock —amend the Company charter to:

authorize non-voting common stock without voting rights but otherwise with the same rights as the common stock, and convertible at the option of the holder into common stock at such times as the conversion would not result in the holder owning more than 49% of the voting power of the Company; and

issue non-voting common stock upon conversion of Series C convertible preferred stock to the extent issuing common stock would result in RES and affiliates owning more than 49% of the voting stock of the Company; and

(F)

Dividends —issuance of common stock in the Exchange Offer and in connection with unpaid dividends of Series C convertible preferred stock and issuance of common stock, if any, as a premium, on conversion of the Series C convertible preferred stock; and

(iii) Conditional Agreements —the Company complies with its conditional agreements set forth in Sections 3 and 4 below.

(b)(i) Amount of Conversion . If the foregoing conditions of Section 2(a) are met, then at the time of the consummation of the Exchange Offer, RES and IRSA shall cause the Series C convertible to be converted at a percentage equal to the percentages of Series A preferred stock and Series B preferred stock tendered and exchanged for common stock in the Exchange Offer. If the Series A preferred stock and Series B preferred stock are each exchanged at 80% or above, but at different percentages, the percent of conversion of the Series C convertible preferred stock above 80% will be the weighted average (based on liquidation value) of the difference in the exchanged percentages of the Series A preferred stock and Series B preferred stock. For example, if 80% of the Series A preferred stock and 90% of the Series B preferred stock are tendered in the exchange offer, then RES would convert 87.2% of the Series C convertible preferred stock.

(ii) Minimum Beneficial Ownership . Notwithstanding the foregoing, RES and IRSA may retain beneficial ownership of 1,000 shares of Series C convertible preferred stock if the conversion would otherwise result in beneficial ownership of less than that number of shares.

3. Conditional Agreements of Company . If RES and IRSA are obligated pursuant to Section 2(b) above to cause the conversion of shares of Series C convertible preferred stock as set forth therein and the Exchange Offer is contemporaneously consummated then the Company agrees:

(a) Unpaid Dividends —that in addition to the issuance of common stock upon conversion of the Series C convertible preferred stock pursuant to the terms thereof, the Company will also issue a number of shares of common stock to the holder of the Series C convertible preferred stock equal to the unpaid dividends, with compounded interest thereon, on the converted shares of Series C convertible preferred stock at the per share value of the common stock used for the Exchange Offer in return for the waiver of such unpaid dividends by the holder of the Series C convertible preferred stock;

(b) Charter Amendments —to amend the Company charter to:

(i) Beneficial Ownership Limitation —remove the Beneficial Ownership Limitation;

(ii) Series B Required Redemption —remove the Series B Required Redemption; and

(iii) Non-Voting Common Stock— add authorization to issue non-voting convertible common stock; and add the option for Series C convertible preferred stock to be converted into non-convertible common stock and/or common stock, in a mix at the option of the holder.

(d) RES and IRSA Consents —that as long as RES has the right to designate two or more directors to the Company board of directors, the following requires the approval of RES and IRSA:

(i) the merger, consolidation, liquidation or sale of substantially all of the assets of the Company;

(ii) the sale by the Company of common stock or securities convertible into common stock equal to 20% or more of the outstanding common stock or voting stock; or

(iii) any Company transaction of more than $120,000 in which any of its directors or executive officers or any member of their immediate family will have a material interest, exclusive of employment compensation and interests arising solely from the ownership of the Company equity securities if all holders of that class of equity securities receive the same benefit on a pro rata basis;

(e) Committee Assignments— that as long as RES has the right to under the Director Designation Agreement dated February 2, 2012 to have appointed an “Investor Designee” (as that term is defined therein) to the Nominating Committee of the Company board of directors, then RES shall have the right to have appointed one Investor Designee to all current and future committees of the Company board of directors (provided the Investor Designee meets the independence requirements if so required under Nasdaq rules);

(f) Preemptive Rights Term —that Section 3(a) of the Investor Rights and Conversion Agreement dated February 1, 2012 will be deemed amended to eliminate the requirement for a combined stake requirement of 1,250,000 shares of common stock (10,000,000 shares prior to the 8-for-1 reverse stock split) and extend the term of Section 3(a) from January 31, 2018 to January 31, 2020;

(g) Approvals —that as long as RES has the right to designate two or more directors to the Company board of directors:

(i) Ownership Limitation Approval —the affirmative vote of the board members designated by RES will be required as part of the vote of the Company board of directors approving an exemption under Article IX, Section 7 of the Company’s Amended and Restated Articles of Incorporation from the “Ownership Limitation” set forth therein, or otherwise such exemption shall not be approved; and

(ii) Nomination —director nominees nominated by the Nominating Committee of the Company board of directors shall require the affirmative vote of the RES designated director on the committee or they shall not be nominated.

4. Further Agreement . In the event the weighted average trading price per share of the common stock for the three trading days immediately preceding the last trading day of the tender offer period of the Exchange Offer is below $2.00, then in addition to the shares of common stock issued on conversion of the Series C convertible stock and in connection with the unpaid dividends thereon, the Company shall issue additional shares in the conversion equal to 10% of the liquidation value of the shares so converted, with such shares valued at the per share value of the common stock used in the Exchange Offer, subject to approval of the issuance by the Company board of directors provided that , if the Company board of directors does not approve the issuance of such additional common stock then the Company will terminate the Exchange Offer and the agreements set forth in Section 2 and Section 3 hereof will terminate and the Parties will have no obligations thereunder.

5. Miscellaneous .

(a) Amendment . No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party.

(b) Waivers . The conditions to each party’s obligations in the Agreement are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law. No waiver of any party to this Agreement will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver.

(c) Counterparts and Facsimile . For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered.

(d) Governing Law and Forum . This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each of the parties hereto hereby irrevocably consents, to the maximum extent permitted by law, that any action or proceeding relating to this Agreement or the transactions contemplated hereby shall be brought, at the option of the party instituting the action or proceeding, in any court of general jurisdiction in New York County, New York, in the United States District Court for the Southern District of New York or in any state or federal court sitting in the area currently comprising the Southern District of New York. Each of the parties hereto waives any objection that it may have to the conduct of any action or proceeding in any such court based on improper venue or forum non conveniens, waives personal service of any and all process upon it, and consents that all service of process may be made by mail or courier service directed to it at the address set forth herein and that service so made shall be deemed to be completed upon the earlier of actual receipt or ten days after the same shall have been posted or delivered to a nationally recognized courier service. Nothing contained in this shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

(e) Notices . All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to the Investor, shall be delivered to Real Estate Strategies L.P. Clarendon House 2, Church Street, Hamilton HM CX, Bermuda, c/o IRSA Inversiones y Representaciones Sociedad Anónima, Bolívar 108 (C1066AAB), Buenos Aires,

Argentina, fax no. +54 (11) 4323-7449, Attention: Eduardo S. Elsztain, with copies to and Zang, Bergel & Vines Abogados, Florida 537, 18th Floor, (C1005AAK), Buenos Aires, Argentina, fax no. +54 (11) 5166-7070, Attention: Pablo Vergara del Carril; or if sent to the Company or the Operating Partnership, shall be delivered to Condor Hospitality Trust, Inc., 1800 West Pasewalk Avenue, Suite 200, Norfolk, Nebraska 68701, fax no. (402) 371-4229 Attention: Chief Executive Officer, with a copy to McGrath North Mullin & Kratz, PC LLO, Suite 3700 First National Tower, 1601 Dodge Street, Omaha, Nebraska 68102, fax no. (402) 952-1802, Attention: Guy Lawson. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

(f) Captions . The section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.

(g) No Third Party Beneficiaries . Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the parties hereto, any benefit right or remedies.

(h) Time of Essence . Time is of the essence in the performance of each and every term of this Agreement.

(i) Successors, Assigns and Transferees . This Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties and their respective legal representatives, heirs, legatees, successors, and assigns and any other transferee.

(j) Assignment . This Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of the parties hereto and any purported or attempted assignment or other transfer of rights or obligations under this Agreement without such consent shall be void and of no force or effect.

(k) Expenses; Attorney’s Fees . Each party will be solely responsible for its fees and expenses in connection with this Agreement, including the fees and expenses of their respective attorneys, accountants, investment bankers and consultants. In any action or proceeding brought to enforce any provision of this Agreement, the successful party shall be entitled to recover reasonable attorney’s fees and expenses in addition to any other available remedy.

(l) Authority . Each Party represents that (i) it has full entity power and authority to enter into this Agreement, (ii) the Agreement has been duly authorized, validly executed and delivered, and (iii) the Agreement constitutes the legal, valid, and binding agreement of the Party, enforceable in accordance with its terms.

(m) Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby.

(n) Entire Agreement . This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.


REAL ESTATE STRATEGIES L.P.

By:	JIWIN S.A. General Partner

	By:	/s/ JIWIN S.A.

IRSA Inversiones y Representaciones Sociedad Anónima

	By:	/s/ IRSA

CONDOR HOSPITALITY TRUST, INC.

	By:	/s/ J. William Blackham
		Name: J. William Blackham Title: President and Chief Executive Officer