0001515966-11-000008 Sample Contracts

Medical Hospitality Group, Inc. Dealer Manager Agreement November 14, 2011
Dealer Manager Agreement • December 28th, 2011 • 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-l1 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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ESCROW AGREEMENT
Escrow Agreement • December 28th, 2011 • Medical Hospitality Group, Inc. • Real estate investment trusts • Texas

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

SELECTED DEALER AGREEMENT
Dealer Agreement • December 28th, 2011 • 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:

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