0001515966-12-000003 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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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.

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