Medical Hospitality Group, Inc. Sample Contracts

Medical Hospitality Group, Inc. Amended and Restated Dealer Manager Agreement July 5, 2012
Dealer Manager Agreement • July 30th, 2012 • Medical Hospitality Group, Inc. • Real estate investment trusts • Kansas

Medical Hospitality Group, Inc., a Maryland corporation (the "Company"), is a corporation that will elect to qualify as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Subject to the terms and conditions stated herein, the Company proposes to engage ARI Financial Services, Inc. as its managing dealer (the "Dealer Manager") to solicit offers to buy and obtain purchasers for Shares, as offered by the Prospectus which is part of the Form S-11 Registration Statement under the Securities Act of 1933 (File No. 333-174533) as filed with the Securities and Exchange Commission. Each Share refers to one share of Common Stock, $.01 par value registered pursuant to the Registration Statement referred to in the preceding sentence. This will confirm our agreement respecting your engagement as the exclusive Dealer Manager to solicit offers to buy and obtain purchasers for the Shares on a "best efforts" basis.

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FIRST AMENDED ESCROW AGREEMENT
Escrow Agreement • December 26th, 2012 • Medical Hospitality Group, Inc. • Real estate investment trusts • Texas

This First Amended Escrow Agreement (the “Agreement”) is by and between Medical Hospitality Group, Inc., a Maryland corporation (the “Company”), and Orchard Securities, LLC (“Managing Broker-Dealer”) to U.S. Bank National Association, a national banking association (“Escrow Bank”).

ADVISORY AGREEMENT
Advisory Agreement • July 30th, 2012 • Medical Hospitality Group, Inc. • Real estate investment trusts • Texas

This Advisory Agreement ("Agreement"), dated as of March 15, 2012 is entered into by and among Medical Hospitality Group, Inc., a Maryland corporation (the "Company") and Medical Hospitality Capital Markets Group, LLC, a Texas limited liability company (the "Advisor"), on the following terms and conditions.

SELECTED DEALER AGREEMENT
Dealer Agreement • June 18th, 2012 • Medical Hospitality Group, Inc. • Real estate investment trusts • Texas

ARI Financial, Inc., a Kansas Corporation, as the dealer manager ("Dealer Manager") for Medical Hospitality Group, Inc. (the "Issuer"), a Maryland Corporation of which Medical Hospitality Capital Markets Group, LLC, a Texas Limited Liability Corporation, serves as the advisor (the "Advisor"), invites you (the "Dealer") to participate in the distribution of stock of the Issuer ("Common Shares") subject to the following terms:

LOCKUP AGREEMENT
Lockup Agreement • April 26th, 2012 • Medical Hospitality Group, Inc. • Real estate investment trusts • Maryland

THIS LOCKUP AGREEMENT (the "Agreement") is entered into as March 15, 2011 (the Effective Date”) by and between James D. Boston (the "Shareholder") and Medical Hospitality Group, Inc., a Maryland corporation (the "Company").

MEDICAL HOSPITALITY GROUP, INC. UP TO 6,000,000 SHARES OF COMMON STOCK $.01 PAR VALUE PER SHARE FORM OF DEALER MANAGER AGREEMENT December __, 2012
Dealer Manager Agreement • December 26th, 2012 • Medical Hospitality Group, Inc. • Real estate investment trusts

Medical Hospitality Group, Inc., a Maryland corporation (the “Company”), intends to qualify as a real estate investment trust (a “REIT”) under federal income tax laws. The advisor to the Company is Medical Hospitality Capital Markets Group, LLC, a Texas limited liability company (the “Advisor”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Company’s Registration Statement on Form S-11, as amended.

FIRST AMENDED LOCKUP AGREEMENT
Lockup Agreement • December 26th, 2012 • Medical Hospitality Group, Inc. • Real estate investment trusts • Maryland

THIS FIRST AMENDED LOCKUP AGREEMENT (the "Amended Lockup Agreement") is entered into as December 19, 2012 (the Effective Date”) by and between James D. Boston (the "Shareholder") and Medical Hospitality Group, Inc., a Maryland corporation (the "Company").

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