Exhibit 10.1


 





SECOND AMENDMENT TO AMENDED AND RESTATED
ADVISORY AGREEMENT


 


This SECOND AMENDMENT
TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “First Amendment”), effective as of November 22, 2019,
is entered into by and among Procaccianti Hotel REIT, Inc., a Maryland Corporation (the “Company”), Procaccianti
Hotel REIT, L.P., a Delaware limited partnership (the “Operating Partnership”), and Procaccianti Hotel Advisors,
LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein without definition
shall have the meanings ascribed to such terms in the Advisory Agreement (defined below).


 


WHEREAS, the Company,
the Operating Partnership and the Advisor are parties to that certain Amended and Restated Advisory Agreement, dated August 2,
2018 (as amended, the “Advisory Agreement”); and


 


WHEREAS, pursuant to
Section 28 of the Advisory Agreement, the parties desire to amend the Advisory Agreement in order to revise certain terms of the
compensation the Advisor is entitled to receive as well as the interest that accrues thereon.


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


		1.	Amendment to Section 9(a).





 





The second to last sentence of the second paragraph of subsection (a) of Section 9 is hereby superseded and replaced with the following:  


 


The deferred acquisition fees will accrue interest at a cumulative, non-compounded rate of 6.0% per annum until the day immediately following the Fifth Anniversary (as defined herein), at which time such interest will cease to further accrue.  



  


		2.	Amendment
to Section 9(c).




 


The second to last sentence
of the third paragraph of subsection (c) of Section 9 is hereby superseded and replaced with the following:


 


The deferred disposition fees
will accrue interest at a cumulative, non-compounded rate of 6.0% per annum until the day immediately following the Fifth Anniversary
(as defined herein), at which time such interest will cease to further accrue.


 


		3.	Amendment to Section 9(d).




 


The following paragraph is
hereby inserted as the third paragraph of subsection (d) of Section 9:


 


Notwithstanding
any of the foregoing in this Section 9(d), if the Company has not completed a liquidation event by the date that is the fifth anniversary
of the date the Company terminates the Public Offering (the “Fifth Anniversary”), on the day immediately following
the Fifth Anniversary, (i) the Asset Management Fee payable pursuant to this Section 9(d) cease to accrue and (ii) interest that
accrued at a non-compounded rate of 6.0% per annum on the deferred Asset Management Fees will cease to accrue. For the avoidance
of doubt, all accrued and unpaid principal and interest amounts in connection with the Asset Management Fee at the Fifth Anniversary
will remain outstanding.


 


		4.	Governing Law.




 


The provisions of this
Second Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware.


 


		5.	Counterparts.




 


This Second Amendment
may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.


 


Except as expressly
set forth herein, the Advisory Agreement remains unmodified and unchanged and the parties hereto ratify and confirm the Advisory
Agreement as amended hereby.


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Second Amendment effective as of the date first set forth above.


 


	 	PROCACCIANTI HOTEL REIT, INC.
	 	 	 	 
	 	By: 	/s/ James Procaccianti
	 	Name: James Procaccianti
	 	Title: Chief Executive Officer
	 	 	 	 
	 	Procaccianti hotel reit, l.p.
	 	 	 	 
	 	By:	Procaccianti Hotel REIT, Inc.,
	 	 	its General Partner
	 	 	 	 
	 	 	By: 	/s/ James Procaccianti
	 	 	Name: James Procaccianti
	 	 	Title: Chief Executive Officer
	 	 	 	 
	 	procaccianti hotel advisors, llc
	 	 	 	 
	 	By: 	/s/  Elizabeth Procaccianti
	 	Name: Elizabeth Procaccianti
	 	Title: Manager


 


Signature Page to Second Amendment to
Amended and Restated Advisory Agreement