Exhibit 10.1


 








AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO
SMT ALT, LLC


c/o American Realty Hospitality Trust, Inc.


405 Park Avenue


New York, NY 10022


 





January 10, 2017


 


Summit Hotel OP, LP


Each of the Sellers listed on Schedule
1 to the Purchase Agreement


c/o Summit Hotel Properties, Inc.


12600 Hill Country Boulevard, Suite R-100


Austin, TX 78738


Attention: Chris Eng, Executive Vice President,
General Counsel & Chief Risk Officer


 


Dear Chris:


 


Reference is made to
that certain Real Estate Purchase and Sale Agreement, dated as of June 2, 2015, by and among the sellers listed on Schedule 1 attached
thereto (each a “Seller” and collectively the “Sellers”), Summit Hotel OP, LP (“Summit”)
and American Realty Capital Hospitality Portfolio SMT, LLC (the “Original Purchaser”), as amended pursuant to
that certain letter agreement dated as of July 15, 2015 (the “July 15 Letter Agreement”), that certain letter
agreement dated as of August 21, 2015 (the “August 21 Letter Agreement”), that certain letter agreement dated
as of October 20, 2015 (the “October 20 Letter Agreement”), that certain extension notice dated as of October
26, 2015 (the “Extension Notice”), that certain reinstatement agreement dated as of February 11, 2016 (the “Reinstatement
Agreement”) and that certain letter agreement dated as of December 30, 2016 (the “December 30 Letter Agreement”,
and collectively with the July 15 Letter Agreement, the August 21 Letter Agreement, the October 20 Letter Agreement, the Extension
Notice and the Reinstatement Agreement, the “Purchase Agreement”).


 


Pursuant to the Reinstatement
Agreement, American Realty Capital Hospitality Portfolio SMT ALT, LLC (the “Purchaser”) replaced the Original
Purchaser under the Purchase Agreement.


 


Sellers and Purchaser
desire to change the definition of Closing Date and have agreed to further amend the Purchase Agreement to reflect such modification
on the terms and conditions set forth in this letter agreement (this “Letter Agreement”).


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound,
Sellers, Summit and Purchaser hereby agree that the Purchase Agreement shall be amended and modified in accordance with Section
14.4 thereof as follows:


 


 



    	 



     


    




 


1.       New
Closing Date. The definition of “Closing Date” in Section 4.1 of the Purchase Agreement is hereby amended by
deleting the words “January 10, 2017” and replacing them with the words “January 12, 2017”.


 


2.       Ratification.
The Sellers and Purchaser ratify and confirm the continued force and effect of the Purchase Agreement, as modified by this Letter
Agreement. The Sellers and Purchaser agree that all terms and provisions of the Purchase Agreement shall be and remain in full
force and effect as therein written, except as otherwise expressly provided herein.


 


3.       Binding
Effect. This Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and assigns.


 


4.       Counterparts.
This Letter Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same Letter Agreement.


 






    	 	2	 



     


    

  


Sincerely,


 








AMERICAN
REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC,


a
Delaware limited liability company


 


 


	 	By: 	/s/ Paul C. Hughes	 
	 	Name:	Paul C. Hughes	 
	 	Title:	Authorized Signatory	 


 


 


 





Signature Page to Letter Agreement




 


 









    	 



     


    

 





SUMMIT HOTEL OP, LP,


a Delaware limited partnership (Individually and in accordance
with Section 14.20 of the Purchase Agreement on behalf of each Seller)


 


By: SUMMIT HOTEL GP, LLC,


its general partner


 


By: SUMMIT HOTEL PROPERTIES, INC.,


its sole member


 


	By: 	/s/ Chris Eng	 
	Name:	Chris Eng	 
	Title:	Secretary	 


 


 


SUMMIT HOSPITALITY I, LLC,


a Delaware limited liability company


 


	By: 	/s/ Chris Eng	 
	Name:	Chris Eng	 
	Title:	Secretary	 


 


 





Signature Page to Letter Agreement