NEXCORE HEALTHCARE
CAPITAL CORP 


RESTRICTED COMMON
STOCK AWARD AGREEMENT


This Restricted
Common Stock Award Agreement (the “Agreement”) is made as of December 19, 2012 (the “Grant
Date”) by and between NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”),
and Robert E. Lawless (the “Grantee”).


In consideration
of the mutual covenants and representations set forth below, the Company and the Grantee agree as follows:


1.                 
Grant of the Restricted Stock. Subject to the terms and conditions of this Agreement,
the Company hereby awards to the Grantee 40,000 shares of common stock of the Company (the “Shares”).
The Shares, whether vested or unvested, shall be subject to the terms of the Company’s Voting Trust Agreement and Lock-up
Agreement, if applicable. The Company shall issue a Voting Trust Certificate in the name of the Grantee, reflecting the shares
held in the Voting Trust. 


2.                 
Forfeiture.


A.                
Forfeiture of Unvested Shares Upon Cessation. In the event that the Grantee
ceases to be an employee of the Company (a “Service Provider”), any Shares which have not yet vested
pursuant to Section 3 below (the “Unvested Shares”) shall be immediately and automatically forfeited
without consideration; provided, however, such Shares shall not be forfeited but shall immediately vest in accordance with Section
3 upon Grantee’s cessation of employment with the Company due to (i) a termination without Cause, (ii) Grantee’s death,
Disability or voluntary retirement, or (iii) a Change of Control.


B.


C.“Disability”
Definition. For purposes of this Agreement, “Disability” means a permanent and total disability
(within the meaning of Section 22(e) of the Internal Revenue Code of 1986), as determined by a medical doctor satisfactory to the
board of directors of the Company.


D.“Change
of Control” Definition. For purposes of this Agreement, a “Change of Control” means
either: 


(1)              
the acquisition of the Company by another entity by means of any transaction or series of
related transactions (including, without limitation, any reorganization, merger or consolidation or securities transfer, but excluding
any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s shareholders
or members immediately prior to such transaction or series of related transactions hold, immediately after such transaction or
series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the
sale by the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder);
or


    	1



    	 



    

(2)              
a sale of all or substantially all of the assets of the Company; or


(3)              
the complete liquidation or dissolution of the Company. 


3.                 
Vesting.


A.                
Vesting. One-third (1⁄3) of the total number of Shares shall vest
immediately on the Grant Date. So long as the Grantee’s continuous status as a Service Provider has not yet terminated, then
one-third (1⁄3) of the total number of Shares shall vest on the first anniversary of the Grant Date, and the remaining one-third
(1⁄3) of the total number of the Shares shall vest on the second anniversary of the Grant Date. As Shares vest, such Shares
shall be referred to as the “Vested Shares.” 


B.                
Acceleration upon a Change of Control. Upon a Change of Control, all of the
Unvested Shares shall immediately become Vested Shares. 


C.                
 Acceleration upon a Termination without Cause. In the event Grantee’s
employment with the Company is terminated without Cause, all of the Unvested Shares shall immediately become Vested Shares.


D.                
Acceleration upon Grantee’s Death, Disability or Voluntary Retirement.
In the event of Grantee’s death, Disability or voluntary retirement from the Company, all of the Unvested Shares shall immediately
become Vested Shares.


E. and the Company’s
Voting Trust Agreement and Lock-up Agreement, if applicable


F.                 
Restrictions on Securities Distributed In Kind. Any securities that may be distributed
in kind to Grantee by the Company after the date hereof, shall be subject to the same restrictions as the Shares to which they
relate are subject to pursuant to this Agreement, including all vesting and forfeiture provisions herein. 


4.                 
Limitation on Payments.


A.                
Payments Limitation. In the event that the severance and other benefits
provided for in this Agreement or otherwise payable to the Grantee (i) constitute “parachute payments” within
the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise Tax”), then the Grantee’s benefits under this Agreement shall be either:


(1)              
delivered in full, or


(2)              
delivered as to such lesser extent which would result in no portion of such benefits being
subject to the Excise Tax,


whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by
the Grantee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits
may be taxable under Section 4999 of the Code. Any reduction in payments and/or benefits required by this Section 4 will
occur in the following order: (a) reduction of cash payments; (b) reduction of vesting acceleration of equity awards;
and (c) reduction of other benefits paid or provided to the Grantee. In the event that acceleration of vesting of equity awards
is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for the Grantee’s
equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.
In no event will the Grantee exercise any discretion with respect to the ordering of any reductions of payments or benefits under
this Section 4.


    	2



    	 



    

B.                
Determination. Unless the Company and the Grantee otherwise agree in
writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public
accountants or a national “Big Four” accounting firm selected by the Company (the “Accountants”),
whose determination shall be conclusive and binding upon the Grantee and the Company for all purposes. For purposes of making the
calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable
taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code.
The Company and the Grantee shall furnish to the Accountants such information and documents as the Accountants may reasonably request
in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 4. 


5.                 
Restrictions on Transfer.


A.                
Investment Representations and Legend Requirements. The Grantee hereby
makes the investment representations listed on Exhibit A to the Company as of the date of this Agreement, and agrees that
such representations are incorporated into this Agreement by this reference, such that the Company may rely on them in issuing
the Shares. The Grantee understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent
legends, to be placed upon any certificate(s) evidencing ownership of the Shares, together with any other legends that may be required
by the Company or by applicable state or federal securities laws including legends relating to the Company’s Voting Trust
Agreement and/or Lock-up Agreement: 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION
OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES
WITH THE ACT.


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND RIGHTS OF FORFEITURE HELD BY THE ISSUER OR
ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED COMMON STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES,
A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND FORFEITURE RIGHTS ARE BINDING
ON TRANSFEREES OF THESE SECURITIES.


B.                
Stop-Transfer Notices. The Grantee agrees that to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent,
if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its
own records.


    	3



    	 



    

C.                
Refusal to Transfer. The Company shall not be required (i) to transfer
on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement, the
Company’s Voting Trust Agreement and Lock-up Agreement, if applicable or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends or distributions to any grantee or other transferee to whom such Shares shall have been
transferred in violation of any of the provisions of this Agreement, the Company’s Voting Trust Agreement and Lock-up Agreement,
if applicable.


D.                
Unvested Shares. No Unvested Shares nor any beneficial interest in any of such
Shares, shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise)
by the Grantee.


E.                 
Vested Shares. No Vested Shares purchased pursuant to this Agreement, nor any
beneficial interest in such Vested Shares, shall be sold, transferred, encumbered or otherwise disposed of in any way (whether
by operation of law or otherwise) by the Grantee or any subsequent transferee, except in compliance with the terms and conditions
of this Agreement, the Company’s Voting Trust Agreement and Lock-up Agreement, if applicable.


6.Escrow


 


 


C. If during the term of the Company’s
rights of forfeiture, the Shares are no longer subject to the Voting Trust Agreement, any certificate(s) evidencing such Shares
shall remain subject to the same escrow restrictions and terms as were applicable to the Voting Trust Certificates.


7.                 
Tax Consequences. The Grantee has reviewed with the Grantee’s own tax advisors
the federal, state, local and foreign tax consequences of ownership of the Shares and the transactions contemplated by this Agreement.
The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result
of the transactions contemplated by this Agreement. The Grantee understands that Section 83 of the Code taxes as ordinary
income the difference between the purchase price of the Shares and the fair market value of the Shares as of the date the Shares
vest and any restrictions on the Shares lapse. The Grantee understands that the Grantee may elect to be taxed at the time the Shares
are granted rather than when and as the Shares vest by filing an election under Section 83(b) of the Code with the IRS within 30
days from the date of grant. The form for making this section 83(b) election is
attached to this agreement as Exhibit D and the Grantee (and not the Company or any of its agents) shall be solely
responsible for appropriately filing such form, even if the Grantee requests the company or its agents to make this filing on THE
Grantee’s behalf.


    	4



    	 



    

8.                 
General Provisions.


A.                
Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under
applicable principles of conflicts of law.  


B.                
Entire Agreement. This Agreement (including any Exhibits hereto) constitutes
the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written
or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled, including, but not
limited to, any representations made during any interviews, relocation discussions or negotiations whether written or oral.


C.                
Notices. All notices and other communications given or made pursuant to this
Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery
to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business
hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after
the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with
written verification of receipt. All communications shall be sent to the Grantee at its address as set forth on the signature page
hereto or which is on record with the Company, or to the principal office of the Company and to the attention of the Chief Financial
Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written
notice given in accordance with this Section 9(C). If notice is given to the Company, a copy shall also be sent to James C. Creigh,
Esq. at Kutak Rock LLP, 1650 Farnam Street, Omaha, Nebraska 68102, facsimile: (402) 346-1148, email: James.Creigh@KutakRock.com.



D.                
Assignment; Transfers. Except as set forth in this Agreement, this Agreement,
and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated or sublicensed by the Grantee
without the prior written consent of the Company. Any attempt by the Grantee without such consent to assign, transfer, delegate
or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Except as set forth in this Agreement,
any transfers in violation of any restriction upon transfer contained in any section of this Agreement shall be void, unless such
restriction is waived in accordance with the terms of this Agreement.


E.                 
Delays or Omissions. No delay or omission to exercise any right, power, or remedy
accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any
such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence
to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach
or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 


    	5



    	 



    

F.                 
Grantee Investment Representations and Further Documents. The Grantee agrees
upon request to execute any further documents or instruments necessary or reasonably desirable in the view of the Company to carry
out the purposes or intent of this Agreement, including (but not limited to) the applicable exhibits and attachments to this
Agreement.


G.                
Severability. In case any one or more of the provisions contained in this Agreement
is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed
and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 


H.                
Rights as Shareholder. Subject to the terms and conditions of this Agreement,
the Grantee shall have all of the rights of a member or shareholder of the Company with respect to the Vested Shares and Unvested
Shares, from and after the date that the Grantee delivers a fully executed copy of this Agreement (including the applicable exhibits
and attachments to this Agreement) to the Company, and until such time as the Grantee disposes of the Shares in accordance with
this Agreement. Upon such transfer, the Grantee shall have no further rights as a holder of the Shares so purchased except (in
the case of a transfer to the Company) the right to receive payment for the Shares so purchased in accordance with the provisions
of this Agreement, and the Grantee shall forthwith cause the certificate(s) evidencing the Shares so purchased to be surrendered
to the Company for transfer or cancellation.


I.                   
Adjustment for Stock Split. All references to the number of Shares in
this Agreement shall be adjusted to reflect any split, dividend or other change in the Shares which may be made after the date
of this Agreement.


J.                  
Service at Will. THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE
SHARES PURSUANT TO THIS AGREEMENT IS EARNED ONLY BY CONTINUING SERVICE OF THE GRANTEE AS A SERVICE PROVIDER AT WILL AND SUBJECT
TO ACCELERATION AS PROVIDED IN SECTION 3 HEREOF (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). THE GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT OF THE GRANTEE AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, OR FOR ANY PERIOD AT ALL, AND SHALL NOT INTERFERE WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
THE GRANTEE’S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.


K.                
Dispute Resolution.


(1)              
Forum and Venue. Except as otherwise specifically provided in this Agreement, any controversy or claim arising out
of or relating to this Agreement shall be resolved exclusively through binding arbitration in accordance with the rules of the
American Arbitration Association, and judgment upon an award arising in connection therewith may be entered in any court of competent
jurisdiction. Any arbitration, mediation, court action, or other adjudicative proceeding arising out of or relating to this Agreement
shall be held in Denver, Colorado, or, if such proceeding cannot be lawfully held in such location, as near thereto as applicable
law permits.


    	6



    	 



    

(2)              
Fees and Costs. The prevailing party or parties in any arbitration, mediation, court action, or other adjudicative
proceeding arising out of or relating to this Agreement shall be reimbursed by the party or parties who do not prevail for their
reasonable attorneys, accountants and experts fees and related expenses (including reasonable charges for in-house legal counsel
and related personnel) and for the costs of such proceeding. In the event that two or more parties are deemed liable for a specific
amount payable or reimbursable under this Section 9(K), such parties shall be jointly and severally liable therefore.


(3)              
Special Acknowledgment. EACH GRANTEE ACKNOWLEDGES AND AGREES THAT: (i) SUCH GRANTEE IS EXECUTING THIS AGREEMENT
VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE; (ii) SUCH GRANTEE HAS CAREFULLY READ
AND FULLY UNDERSTANDS THIS AGREEMENT; (iii) SUCH GRANTEE IS WAIVING ANY RIGHT TO A JURY TRIAL; AND (iv) THIS AGREEMENT
IS INTENDED TO BE STRICTLY ENFORCEABLE. EACH GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS BEEN PROVIDED AN OPPORTUNITY TO
SEEK THE ADVICE OF AN ATTORNEY OF ITS CHOICE BEFORE SIGNING THIS AGREEMENT.


L.                 
Reliance on Counsel and Advisors. The Grantee acknowledges that Kutak
Rock LLP, is representing only the Company in this transaction. The Grantee acknowledges that he or she has had the opportunity
to review this Agreement, including all attachments hereto, and the transactions contemplated by this Agreement with his or her
own legal counsel, tax advisors and other advisors. The Grantee is relying solely on his or her own counsel and advisors and not
on any statements or representations of the Company or its agents for legal or other advice with respect to this investment or
the transactions contemplated by this Agreement.


M.               
Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may
be delivered via facsimile, electronic mail (including .pdf) or other transmission method and any counterpart so delivered shall
be deemed to have been duly and validly delivered and be valid and effective for all purposes. 


[Remainder of Page
Intentionally Left Blank]


 




    	7



    	 



    


The parties represent
that they have read this Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing
this Agreement and fully understand this Restricted Common Stock Award Agreement.


	Grantee:	Company:
	Robert E. Lawless	NEXCORE HEALTHCARE CAPITAL CORP
	/s/ Robert E. Lawless	/s/ Gregory C. Venn
	Signature	Signature
	Robert E. Lawless	Gregory C. Venn
	Print Name	Print Name
	 	Chief Executive Officer
	 	Print Title
	 	 
	 	 


 


 


 




    	 



    	 



    


EXHIBIT A


INVESTMENT REPRESENTATION
STATEMENT


GRANTEE:Robert E. Lawless


COMPANY:NexCore Healthcare Capital
Corp


SECURITY:Common Stock


AMOUNT:40,000 Shares


DATE:December 19, 2012





In connection with
the purchase of the above-listed shares, I, the undersigned Grantee, represent to the Company as follows:


1.                 
The Company may rely on these representations. I understand that the Company’s
sale of the shares to me has not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
because the Company believes, relying in part on my representations in this document, that an exemption from such registration
requirement is available for such sale. I understand that the availability of this exemption depends upon the representations I
am making to the Company in this document being true and correct. 


2.                 
I am purchasing for investment. I am purchasing the shares solely for investment
purposes, and not for further distribution. My entire legal and beneficial ownership interest in the shares is being purchased
and shall be held solely for my account, except to the extent I intend to hold the shares jointly with my spouse. I am not a party
to, and do not presently intend to enter into, any contract or other arrangement with any other person or entity involving the
resale, transfer, grant of participation with respect to or other distribution of any of the shares. My investment intent is not
to hold the shares for the minimum capital gains period specified under any applicable tax law, for a deferred sale, for a specified
increase or decrease in the market price of the shares, or for any other fixed period in the future. 


3.                 
I can protect my own interests. I can properly evaluate the merits and risks
of an investment in the shares and can protect my own interests in this regard, whether by reason of my own business and financial
expertise, the business and financial expertise of certain professional advisors unaffiliated with the Company with whom I have
consulted, or my preexisting business or personal relationship with the Company or any of its officers, directors or controlling
persons.


4.                 
I am informed about the Company. I am sufficiently aware of the Company’s
business affairs and financial condition to reach an informed and knowledgeable decision to acquire the shares. I have had opportunity
to discuss the plans, operations and financial condition of the Company with its officers, directors or controlling persons, and
have received all information I deem appropriate for assessing the risk of an investment in the shares.


5.                 
I recognize my economic risk. I realize that the purchase of the shares involves
a high degree of risk, and that the Company’s future prospects are uncertain. I am able to hold the shares indefinitely if
required, and am able to bear the loss of my entire investment in the shares.


    	 



    	 



    

6.                 
I know that the shares are restricted securities. I understand that the shares
are “restricted securities” in that the Company’s sale of the shares to me has not been registered under the
Securities Act in reliance upon an exemption for non-public offerings. In this regard, I also understand and agree that:


A.                
I must hold the shares indefinitely, unless any subsequent proposed resale by me is registered
under the Securities Act, or unless an exemption from registration is otherwise available (such as Rule 144);


B.                
the Company is under no obligation to register any subsequent proposed resale of the shares
by me; and


C.                
the certificate evidencing the shares will be imprinted with a legend which prohibits the
transfer of the shares unless such transfer is registered or such registration is not required in the opinion of counsel for the
Company.


7.                 
I am familiar with Rule 144. I am familiar with Rule 144 adopted under
the Securities Act, which in some circumstances permits limited public resales of “restricted securities” like the
shares acquired from an issuer in a non-public offering. I understand that my ability to sell the shares under Rule 144 in the
future is uncertain, and may depend upon, among other things: (i) the availability of certain current public information about
the Company; (ii) the resale occurring more than a specified period after my purchase and full payment (within the meaning
of Rule 144) for the shares; and (iii) if I am an affiliate of the Company (A) the sale being made in an unsolicited
“broker’s transaction”, transactions directly with a market maker or riskless principal transactions, as those
terms are defined under the Securities Exchange Act of 1934, as amended, (B) the amount of shares being sold during any three-month
period not exceeding the specified limitations stated in Rule 144, and (C) timely filing of a notice of proposed sale on
Form 144, if applicable. 


8.                 
I know that Rule 144 may never be available. I understand that the requirements
of Rule 144 may never be met, and that the shares may never be saleable under the rule. I further understand that at the time
I wish to sell the shares, there may be no public market for the Company’s shares upon which to make such a sale, or the
current public information requirements of Rule 144 may not be satisfied, either of which may preclude me from selling the
shares under Rule 144 even if the relevant holding period had been satisfied.


9.                 
I know that I am subject to further restrictions on resale. I understand that
in the event Rule 144 is not available to me, any future proposed sale of any of the shares by me will not be possible without
prior registration under the Securities Act, compliance with some other registration exemption (which may or may not be available),
or each of the following: (i) my written notice to the Company containing detailed information regarding the proposed sale,
(ii) my providing an opinion of my counsel to the effect that such sale will not require registration, and (iii) the Company
notifying me in writing that its counsel concurs in such opinion. I understand that neither the Company nor its counsel is obligated
to provide me with any such opinion. I understand that although Rule 144 is not exclusive, the Staff of the SEC has stated
that persons proposing to sell private placement securities other than in a registered offering or pursuant to Rule 144 will
have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and
that such persons and their respective brokers who participate in such transactions do so at their own risk.


    	 



    	 



    

10.             
I know that I may have tax liability due to the uncertain value of the shares.
I understand that the Over-the-Counter (OTC) price on the Grant Date of the shares represents a fair appraisal of their worth,
but that it remains possible that, with the benefit of hindsight, the Internal Revenue Service may successfully assert that the
value of the shares on the date of my purchase is substantially greater than the OTC price on the Grant Date. I understand that
any additional value ascribed to the shares by such an IRS determination will constitute ordinary income to me as of the purchase
date, and that any additional taxes and interest due as a result will be my sole responsibility payable only by me, and that the
Company need not and will not reimburse me for that tax liability.


11.             
Residence. The address of my principal residence is on record with the Company.


By signing below,
I acknowledge my agreement with each of the statements contained in this Investment Representation Statement as of the date first
set forth above, and my intent for the Company to rely on such statements in issuing the shares to me.


 


 





Grantee’s Signature


 


Robert E. Lawless


Print Name





 


 




    	 



    	 



    


EXHIBIT B


TRANSFER POWER AND
ASSIGNMENT


SEPARATE FROM CERTIFICATE


FOR VALUE RECEIVED
and pursuant to that certain Restricted Common Stock Award Agreement dated as of December 19, 2012, the undersigned hereby sells,
assigns and transfers unto ___________________________________, ___________ shares of common stock of NexCore Healthcare Capital
Corp, a Delaware corporation, standing in the Voting Trust’s name on the books of said corporation on behalf of the undersigned
and represented by Voting Trust Certificates delivered herewith, and does hereby irrevocably constitute and appoint ______________________
as attorney-in-fact, with full power of substitution, to transfer said shares on the books of said corporation, which transfer
power is coupled with an interest in such shares.


Dated: ____________





(Signature)


Robert E. Lawless


(Print Name)





(Spouse’s Signature, if any)





(Print Name)


This Transfer Power
and Assignment Separate From Certificate was executed in conjunction with the terms of a Restricted Common Stock Award Agreement
between the above assignor and the above corporation, dated as of December 19, 2012.


 


 


Instruction: Please do not
fill in any blanks other than the signature and name lines.




    	 



    	 



    


EXHIBIT C


JOINT ESCROW INSTRUCTIONS


________________


 


NexCore Healthcare Capital Corp


Attn: Company Secretary


Ladies and Gentlemen:


As Escrow Agent
for both NexCore Healthcare Capital Corp, a Delaware corporation (the “Company”), and Robert E. Lawless
(the “Grantee”), you are hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of that certain Restricted Common Stock Award Agreement (the “Agreement”), dated as of December
19, 2012, to which a copy of these Joint Escrow Instructions is attached, in accordance with the following instructions:


1.                 
The Grantee irrevocably authorizes the Company to deposit with you any certificates (or Voting
Trust Certificates) evidencing shares to be held by you hereunder and any additions and substitutions to said shares as defined
in the Agreement. The Grantee does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the
term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable
and to complete any transaction herein contemplated. Subject to the provisions hereof, the Grantee shall exercise all rights and
privileges of a shareholder of the Company while the shares are held by you.


2.                 
Upon written request of the Grantee after each successive one-year period from the date of
the Agreement, unless the Shares have been forfeited, you will deliver to the Grantee a certificate or certificates representing
so many shares held in escrow that are no longer being subject to vesting.


3.                 
If at the time of termination of this escrow you should have in your possession any documents,
securities, or other property belonging to the Grantee, you shall deliver all of same to the Grantee and shall be discharged of
all further obligations hereunder.


4.                 
Your duties hereunder may be altered, amended, modified or revoked only by a writing signed
by all of the parties hereto.


5.                 
You shall be obligated only for the performance of such duties as are specifically set forth
herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to
be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act
you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for the Grantee while acting in good faith and in the
exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive
evidence of such good faith.


6.                 
The Company and the Grantee hereby jointly and severally expressly agree to indemnify and
hold harmless you and your designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses,
including reasonable attorneys’ fees and expenses of investigation and defense incurred or suffered by you and your designees,
directly or indirectly, as a result of any of your actions or omissions or those of your designees while acting in good faith and
in the exercise of your judgment under the Agreement, these Joint Escrow Instructions, exhibits hereto or written instructions
from the Company or the Grantee hereunder.


    	 



    	 



    

7.                 
You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment
or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance,
notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found
to have been entered without jurisdiction.


8.                 
You shall not be liable in any respect on account of the identity, authorities or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.


9.                 
You shall be entitled to employ such legal counsel and other experts as you may deem necessary
to properly advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation therefor. The Company shall reimburse you for any such disbursements.


10.             
Your responsibilities as Escrow Agent hereunder shall terminate if you shall resign by written
notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.


11.             
You are expressly authorized to delegate your duties as Escrow Agent hereunder to the law
firm of Kutak Rock LLP, or any other law firm, which delegation, if any, may change from time to time and shall survive your resignation
as Escrow Agent.


12.             
If you reasonably require other or further instruments in connection with these Joint Escrow
Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.


13.             
It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written
agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time
for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such
proceedings.


14.             
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively
given upon personal delivery or four days following deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid and return receipt requested, addressed to each of the other parties thereunto entitled at the following
addresses, or at such other addresses as a party may designate by written notice to each of the other parties hereto.


    	 



    	 



    

 


 


		COMPANY:	NexCore Healthcare Capital Corp

Attention: Chief Financial Officer



1621 18th Street, Suite 250


Denver, CO 80202


 


		GRANTEE:	Robert E. Lawless



(On record with Company)






 


ESCROW AGENT:Corporate Secretary

NexCore Healthcare Capital Corp

1621 18th Street, Suite 250


Denver, CO 80202


15.             
By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions; you do not become a party to the Agreement.


16.             
This instrument shall be binding upon and inure to the benefit of the parties hereto, and
their respective successors and permitted assigns.


[Remainder of Page
Intentionally Left Blank]


 




    	 



    	 



    


Very truly yours,


NEXCORE HEALTHCARE CAPITAL CORP,

a Delaware corporation


By:


Print name: Gregory C. Venn


Title: Chief Executive Officer


GRANTEE:


Robert E. Lawless





(Signature)


 


ESCROW AGENT:


 





Corporate Secretary


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


(Signature page to Joint
Escrow Instructions)




    	 



    	 



    


IF YOU WISH TO MAKE A SECTION 83(B)
ELECTION, THE FILING OF SUCH ELECTION IS YOUR RESPONSIBILITY.


 


 


the
form for making this section 83(B) election is attached to this agreement as Exhibit D. 


 


YOU
MUST FILE THIS FORM WITHIN 30 DAYS OF THE DATE OF AWARD OF THE SHARES.


 


YOU
(and not the Company or any of its agents) shall be solely responsible for filing such form WITH THE IRS, even if YOU request
the company or its agents to make this filing on YOUR behalf and even if the company or its agents have previously made this filing
on YOUR Behalf.


 


 


 


The
election should be filed by mailing a signed election form by certified mail, return receipt requested to the IRS Service Center
where you file your tax returns. See <www.irs.gov>








    	 



    	 



    


EXHIBIT D


 


ELECTION UNDER SECTION 83(b) OF THE


INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


The undersigned
taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in his or her
gross income the amount of any compensation taxable to him or her in connection with his or her receipt of the property described
below:


 


1.                 
The name, address and taxpayer identification number of the undersigned are as follows:


NAME OF TAXPAYER: ______________________SPOUSE:


TAXPAYER’S ADDRESS:





TAXPAYER ID #: SPOUSE’S
ID #: 


2.                 
The property with respect to which the election is made is described as follows: __________
Shares of Common Stock (the “Shares”) of NexCore Healthcare Capital Corp (the “Company”).


3.                 
The date on which the property was transferred is: _____________, 2012.


4.                 
The taxable year for which the election is made is: 2012.


5.                 
The property is subject to a two-year vesting schedule. In addition, the Shares are subject
to forfeiture upon the occurrence of certain events. This right lapses with regard to all of the Shares upon the occurrence of
certain events.


6.                 
The fair market value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such property is: $_______.


7.                 
The amount, if any, paid for such property: $0.


 


The undersigned
has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. The transferee of such property is the person performing the services in connection with
the transfer of said property.


 


The undersigned
understand(s) that the foregoing election may not be revoked except with the consent of the Commissioner.


Dated: 


Taxpayer


The undersigned spouse of taxpayer joins in this election.


Dated: 


Spouse of Taxpayer