IN WITNESS WHEREOF, the PARTIES, by their authorized representatives, have evidenced their consent to the terms provided herein by signing below. THE CLEVELAND CLINIC FOUNDATION BREATHTECH CORPORATION /s/ Steven C. Glass

Joint Development and Option Agreement

This Joint Development and Option Agreement ("JDA"), effective and binding as of the last date of execution herein ("EFFECTIVE DATE"), is by and between The Cleveland Clinic Foundation (hereinafter referred to along with its AFFILIATEs as "CCF"), an Ohio non-profit corporation with offices located at 9500 Euclid Avenue, Cleveland, Ohio 44195; and BreathTech Corporation, a wholly owned subsidiary of Astrotech Corporation (hereinafter referred to along with its AFFILIATEs as "COMPANY"), a for profit corporation having its principal office at 2028 E. Ben White Blvd. #240-9530, Austin, Texas 78741.

WHEREAS, the Parties have an interest in working together to develop a rapid breath test for coronavirus (CV) infection or related indicators, using Company's mass spectrometry (MS) technology and collection of data related thereto through an investigator initiated clinical study performed by CCF.

WHEREAS, the project contemplated hereby is of mutual interest and benefit to CCF and COMPANY and will be consistent with the objectives of both parties in a manner consistent with the status of CCF as a nonprofit institution.

NOW THEREFORE, in consideration of the mutual covenants and promises herein made, CCF and COMPANY agree as follows:

(ii) outside of the scope of this JDA and during the term of this JDA, including rights arising in the course of prosecution and maintenance of such IP.

omission of the RECEIVING PARTY in breach of this JDA;

6.1.2 ("NEGOTIATION PERIOD"). In the event the PARTIES fail to reach agreement on the terms of such license within the NEGOTIATION PERIOD, CCF shall have no further obligation to Company under this Agreement with regard to the specific INVENTIONS. The Negotiation Period may be extended upon mutual agreement by the PARTIES.

6.4.Commercial Terms for Inclusion in License Agreement. Upon COMPANY's written election to exercise the option granted herein, which must be made during the TERM or the OPTION PERIOD, CCF and COMPANY will negotiate for up to the one hundred eighty (180) days provided in Paragraph 6.3.1 to prepare and execute a license agreement ("LICENSE AGREEMENT") on mutually agreeable terms and conditions. Such terms and conditions shall include, without limitation, (i) an obligation for CCF to grant to COMPANY the license described in Paragraph 6.1.1 above (subject only to a reservation of rights for CCF to practice the subject intellectual property as described below), (ii) an obligation for COMPANY to pay running royalties on the sale of LICENSED PRODUCTS covered by the subject intellectual property at a mutually agreeable rate, (iii) an obligation for COMPANY to indemnify CCF against third party product liability and infringement claims; (iv) a disclaimer by CCF of all warranties, promises and representations whether expressed or implied with respect to the IP including its condition, conformity to any representation or description, the existence of and latent or patent defects therein and its merchantability or fitness for a particular use or purpose and non-infringement; and (v) a requirement that COMPANY abide by all applicable U.S. Laws and regulations, including U.S. Export Control regulations. The LICENSE AGREEMENT will also include provisions designed to help insure that COMPANY will commercialize such LICENSED PRODUCT, and will include, without limitation, a "commercially reasonable efforts" clause, commercial performance milestones, milestone payments, and minimum annual royalties.

(60) days written notice to the other party.

8.6.Indemnity. Each PARTY (as an "Indemnitor") agrees to indemnify, defend, and hold harmless the other PARTY, and the other PARTY's students, employees, trustees, officers, affiliates, and agents (collectively, the "Indemnitees") from and against any and all third-party claims, suits, actions, investigations, proceedings and related costs and expenses, and all damages, costs, penalties, and expenses, including reasonable attorneys' fees ("Claims"), which may be sustained or incurred by any of the Indemnitees based on or arising out of (i) the negligence, willful misconduct or intentional omission of Indemnitor or its representative or (ii) the breach of this Agreement or applicable law by an Indemnitor or its representative, except to the extent such Claim is attributable to the negligence, willful misconduct or intentional omission of the Indemnitee. Upon becoming aware of a Claim, an Indemnitee shall promptly notify the Indemnitor in writing as to (i) the nature of the Claim asserted and (ii) the commencement of any suit or proceeding brought to enforce any such Claim. A failure to promptly notify the Indemnitor of the

foregoing shall serve to reduce the indemnity rights of the Indemnitee only to the extent that such delay or failure to promptly notify the Indemnitor actually prejudiced the Indemnitor's defense of the claim. The Indemnitor shall be entitled to assume and control the defense of any such suit or proceeding and the Indemnitee shall cooperate and be entitled to reasonably consult with the Indemnitor and retained counsel with respect to such defense. If the Indemnitor elects to assume any such defense, the Indemnitor shall not be liable for any legal or other expenses subsequently incurred directly by the Indemnitee in connection with such defense. The Indemnitor may not settle any claims for which the Indemnitor is indemnifying the Indemnitee without the Indemnitee's prior written consent, such written consent not to be unconditionally withheld, conditioned or delayed, provided, however, if such settlement may be accepted if said settlement includes a full release of all claims against the Indemnitee without an admission of fault or liability and is limited to monetary damages. So long as the Indemnitor is conducting the defense of the claim for liability in accordance with this Paragraph 8.6, the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnitor.

Attn: William Kolosi (Mail code: GCIC)

Phone: (216) 630-3875

3050 Science Park Drive Beachwood, OH 44122

Payments to:BreathTech Corporation

2028 E. Ben White Blvd. #240-9530

Tax ID NO. 32-0227969

If to COMPANY:BreathTech Corporation

2028 E. Ben White Blvd. #240-9530

Attn: Raj Mellacheruvu, Chief Operating Officer

which such materials should be passed to CCF. COMPANY agrees to comply with any and all applicable

U.S. export control laws and regulations, as well any and all embargoes and/or other restrictions imposed by the Treasury Department's Office of Foreign Asset Controls.

Signature page follows

IN WITNESS WHEREOF, the PARTIES, by their authorized representatives, have evidenced their consent to the terms provided herein by signing below.