SCHEDULE 13D

0000950123-09-021594.txt : 20090710 0000950123-09-021594.hdr.sgml : 20090710 20090710171806 ACCESSION NUMBER: 0000950123-09-021594 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090710 DATE AS OF CHANGE: 20090710 GROUP MEMBERS: CURTISWOOD CAPITAL, LLC GROUP MEMBERS: MARK FORWARD EBERLE GROUP MEMBERS: ROBERT SCOTT NIEBOER GROUP MEMBERS: SMH CAPITAL ADVISORS. INC. GROUP MEMBERS: TRACE MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASTROTECH Corp \WA\ CENTRAL INDEX KEY: 0001001907 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 911273737 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44975 FILM NUMBER: 09940735 BUSINESS ADDRESS: STREET 1: 907 GEMINI STREET CITY: HOUSTON STATE: TX ZIP: 77058 BUSINESS PHONE: 7135585000 MAIL ADDRESS: STREET 1: 907 GEMINI STREET CITY: HOUSTON STATE: TX ZIP: 77058 FORMER COMPANY: FORMER CONFORMED NAME: SPACEHAB INC \WA\ DATE OF NAME CHANGE: 19951006 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Trace Partners, LP CENTRAL INDEX KEY: 0001360927 IRS NUMBER: 743039531 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 104 WOODMONT BLVD STREET 2: SUITE 200 CITY: NASHVILLE STATE: TN ZIP: 37205 BUSINESS PHONE: 615-727-0014 MAIL ADDRESS: STREET 1: 104 WOODMONT BLVD STREET 2: SUITE 200 CITY: NASHVILLE STATE: TN ZIP: 37205 SC 13D 1 g19726sc13d.htm SCHEDULE 13D SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. __)

ASTROTECH CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

046484101

(CUSIP Number)

R. Scott Nieboer
Curtiswood Capital, LLC
104 Woodmont Blvd., Ste 200
Nashville, TN 37205
(615) 386-0231

(Name, Address and Telephone Number of Person Authorized to

Receive Notice and Communications)

July 10, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the following box þ.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

TABLE OF CONTENTS


	Item 1: Security and Issuer
	Item 2: Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be filed as Exhibits
SIGNATURE
EX-7.1
EX-7.2


CUSIP No.		041443332


1	NAMES OF REPORTING PERSONS: Trace Partners, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 74-3039531


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Nevada

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,735,287

EACH		9	SOLE DISPOSITIVE POWERS:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,735,287

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,735,287

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	10.63%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		041443332


1	NAMES OF REPORTING PERSONS: Curtiswood Capital, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 74-3039527


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Tennessee

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,334

EACH		9	SOLE DISPOSITIVE POWERS:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,334

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,334

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	BD


CUSIP No.		041443332


1	NAMES OF REPORTING PERSONS: Trace Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 74-3039558


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	Not applicable

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Nevada

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,736,621

EACH		9	SOLE DISPOSITIVE POWERS:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,736,621

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,736,621

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	10.63%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO HC


CUSIP No.		041443332


1	NAMES OF REPORTING PERSONS: Robert Scott Nieboer I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			25,000

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,736,621

EACH		9	SOLE DISPOSITIVE POWERS:
REPORTING
PERSON			25,000

WITH		10	SHARED DISPOSITIVE POWER:

			1,736,621

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,761,621

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	10.79%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN HC


CUSIP No.		041443332


1	NAMES OF REPORTING PERSONS: Mark Forward Eberle I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	SOURCE OF FUNDS (SEE INSTRUCTIONS):

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			0

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,736,621

EACH		9	SOLE DISPOSITIVE POWERS:
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER:

			1,736,621

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1,736,621

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	10.63%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN HC

NAMES OF REPORTING PERSONS:

SMH Capital Advisors, Inc.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

76-0224835

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

Not applicable

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Texas

SOLE VOTING POWER:

NUMBER OF

709,474

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

3,731,178

EACH

SOLE DISPOSITIVE POWERS:

REPORTING

PERSON

4,809,861

WITH

SHARED DISPOSITIVE POWER:

Not Applicable

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

4,809,861

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

29.47%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

Item 1: Security and Issuer.

This statement relates to the common stock, no par value per share (“Common Stock”), issued by Astrotech Corporation (the “Issuer”) whose principal executive offices are located at 907 Gemini Street, Houston, Texas 77058-2762

Item 2: Identity and Background.

(a-c, f) This Schedule D is being filed jointly by:

Trace Partners, LP, a Nevada limited partnership (“Trace”). Trace is an investment partnership and the sole member of Curtiswood Capital, LLC.

Curtiswood Capital, LLC, a Tennessee limited liability company (“Curtiswood”). Curtiswood is a registered broker-dealer.

Trace Management, LLC, a Nevada limited liability company (“Management”). Management is the general partner of Trace.

Robert Scott Nieboer, a United States citizen (“Nieboer”). Nieboer is the Chief Manager of Curtiswood, a member of Management, and a FINRA registered principal of Curtiswood.

Mark Forward Eberle, a United States citizen (“Eberle”). Eberle is a member of Management, and also a FINRA registered principal of Curtiswood.

SMH Capital Advisors, Inc., a Texas corporation (“SMH”). SMH is an investment adviser registered under the Investment Advisers Act of 1940. SMH has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D.

Each of Trace, Curtiswood, Management, Nieboer, Eberle and SMH is a “Reporting Person” and collectively they are “Reporting Persons”.

The principal business address of Trace, Curtiswood, Management, Nieboer and Eberle is 104 Woodmont Blvd., Ste. 200, Nashville, TN, 37205.

The principal business address of SMH is 4800 Overton Plaza, Suite 300, Ft. Worth TX 76109.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Transactions disclosed under Item 5(c) would be applicable, with appropriate editing changes.

The funds for purchase of the shares disclosed under Item 5(b) by Trace and Curtiswood came from the working capital of each, and as to Nieboer and Eberle, from personal funds. No funds were borrowed for

the specific purpose of purchasing the Shares. The general working capital of Trace and Curtiswood includes funds borrowed in the ordinary course of business.

Item 4. Purpose of Transaction.

Each of the Reporting Persons holds shares of Common Stock described herein for investment purposes. Each of the Reporting Persons have formed a group for the purpose of effecting a change in the present Board of Directors and certain senior management of the Issuer, in an effort to enhance shareholder value. One or more of them may contact other shareholders of the Issuer and/or other relevant parties to discuss any of the above.

Pursuant to an Investors’ Agreement Dated July 10, 2009 among the Reporting Persons (the “Investors’ Agreement”), each of the Reporting Persons has agreed to vote all of their shares of the Issuer owned or over which such person has voting control as follows:

a) to elect such persons as shall be mutually determined by and acceptable to the Investors to the Board of the Directors including in possible opposition to certain of the current directors; and

b) to effectuate a change in certain senior members of management in order to align the business direction of the Issuer with the objectives of the Investors, as shareholders of the Issuer.

This description of the Investors’ Agreement is not necessarily complete, and reference is made to the copy of the Investors’ Agreement, which is attached as Exhibit 7.2 hereto.

At the present time none of the Reporting Persons have any present plans or intentions that would change the number or term of directors, or that would result in or relate to any of the transactions described in subparagraphs (a) through (c), (e), (f), (g), (h) or (i).

Item 5. Interest in Securities of the Issuer.

(a-e) As of the date hereof, the interests of the Reporting Persons may be deemed to be as follows:

	(i)		Trace is the beneficial owner of 1,735,287 Shares representing 10.63% of such class of securities, based upon the 16,323,968 shares (the “Outstanding Shares”) the Reporting Persons believe to have been outstanding as of May 7, 2009 as reported in the Issuer’s report on Form 10-Q for the quarterly period ended March 31, 2009.

	(ii)		Curtiswood is the beneficial owner of 1,334 shares of Common Stock representing less than 1% of the Outstanding Shares, of which 1 share of Common Stock is outstanding and 1,333 shares may be acquired upon conversion of a security, and has shared voting power and shared dispositive power with respect to such Shares. Curtiswood does not have the sole voting power or dispositive power with respect to any Shares to which this filing relates.

	(iii)		Trace Management is the beneficial owner of 1,736,621 shares of Common Stock representing 10.63% of the Outstanding Shares, and has shared voting power and shared dispositive power with respect to such Shares. Trace Management does not have the sole voting power or sole dispositive power with respect to any Shares to which this filing relates.

	(iv)		Nieboer is the beneficial owner of 1,761,621 shares of Common Stock representing 10.79% of the Outstanding Shares. Nieboer has the sole voting power and sole dispositive power with respect to 25,000 Shares, being less than 1% of the Outstanding Shares. Nieboer has shared voting power and shared dispositive power with respect to 1,736,621 Shares, representing 10.63% of the Outstanding Shares.

	(v)		Eberle does not own any of the Outstanding Shares or have the sole voting power and sole dispositive power with respect to any Shares. Eberle has shared voting power and shared dispositive power with respect to 1,736,621 Shares, representing 10.63% of the Outstanding Shares.

	(vi)		SMH is deemed to be the beneficial owner of 4,809,861 Shares representing 29.47% of the Outstanding Shares. Various investment advisory clients of SMH are deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to its discretionary power to make investment decisions over such shares for its clients and its ability to vote such shares under certain circumstances. In all cases, persons other than SMH have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of those shares. To the knowledge of SMH, no individual client holds more than 5% of the class of Common Stock. SMH disclaims beneficial ownership of all such securities. SMH has the sole voting power with respect to 709,474 Shares and sole dispositive power with respect to 4,809,861 Shares representing 29.47% of the Outstanding Shares. SMH has shared voting power with respect to 3,731,178 Shares, representing 22.86% of the Outstanding Shares.

c) Information regarding transactions in the Common Stock by the Reporting Persons within the past sixty days is as follows:

Nieboer, Eberle, Trace, Trace Management and SMH have had no transactions in the Common Stock within the past sixty days.

On May 20, 2009 Curtiswood purchased convertible debentures of Astrotech in the principal amount of $10,000 due October 15, 2010 which are convertible into 666.7 Shares of Common Stock. The price paid for these convertible debentures was $5,900.00

On June 8, 2009 Curtiswood purchased convertible debentures of Astrotech in the principal amount of $10,000 due October 15, 2010 which are convertible into 666.7 Shares of Common Stock. The price paid for these convertible debentures was $4,500.00


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Reporting Persons, other than Eberle, are parties to an Investors’ Agreement over which such Reporting Persons are to vote on the election of directors. Pursuant to the Investors’ Agreement, such Reporting Persons have agreed to vote their Shares to elect such persons as shall be mutually determined by those persons for election to the Board of Directors of the Issuer, including a possible opposition to certain of the current directors of the Issuer and to seek to effectuate a change in certain senior members of Management of the Issuer. Except for the Investors’ Agreement, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7. Material to be filed as Exhibits.

Incorporated by reference or filed as exhibits hereto are the following:

7.1		Joint Filing Agreement

7.2		Investors’ Agreement among Reporting Persons (except Eberle) dated July 10, 2009.

SIGNATURE

After reasonable inquiry and to the best of such Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 10, 2009


	SMH CAPITAL ADVISORS, INC.
	By:	/s/ Jeff Cummer
		Jeff Cummer, President


	TRACE PARTNERS, L.P.
	By:	Trace Management, LLC, its general partner


	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	CURTISWOOD CAPITAL, LLC
	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	TRACE MANAGEMENT, LLC
	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	/s/ R. Scott Nieboer
	Robert Scott Nieboer


	/s/ Mark Forward Eberle
	Mark Forward Eberle

EX-7.1 2 g19726exv7w1.htm EX-7.1 EX-7.1

EXHIBIT 7.1

JOINT FILING AGREEMENT

In accordance Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to a joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Astrotech Corporation, and further agree that this Joint Filing Agreement expressly authorizes Robert Scott Nieboer to file on such parties’ behalf any and all amendments to such Statement. Each such party undertakes to notify Robert Scott Nieboer of any changes giving rise to the obligation to file an amendment to Schedule 13D, and it is understood that in connection with this Statement and all amendments thereto, each such party shall be responsible only for information supplied by such party. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this 10^th day of July, 2009.

This Agreement may be executed and delivered by facsimile and 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.


	SMH CAPITAL ADVISORS, INC.
	By:	/s/ Jeff Cummer
		Jeff Cummer, President


	TRACE PARTNERS, L.P.
	By:	Trace Management, LLC, its general partner


	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	CURTISWOOD CAPITAL, LLC
	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	TRACE MANAGEMENT, LLC
	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	/s/ R. Scott Nieboer
	Robert Scott Nieboer


	/s/ Mark Forward Eberle
	Mark Forward Eberle

EX-7.2 3 g19726exv7w2.htm EX-7.2 EX-7.2

EXHIBIT 7.2

INVESTORS’ AGREEMENT

This Investors’ Agreement, effective as of July 10, 2009 (the “Agreement”), is entered into by and among SMH Capital Advisors, Inc., a Texas corporation (“SMH”), Trace Partners, L.P., a Nevada limited partnership (“Trace”), Curtiswood Capital, LLC, a Tennessee limited liability company and the general partner of Trace (“Curtiswood”), Trace Management, LLC, a Nevada limited liability company (“Trace Management”), and Robert Scott Nieboer, a United States citizen (“Nieboer”), each referred to herein individually as an “Investor” and collectively as “Investors”.

WHEREAS, each of the Investors is the beneficial owner of shares of common stock , no par value (the “Common Stock”) of Astrotech Corporation, a Washington corporation previously known as SPACEHAB, Incorporated, (the “Company”) in the amounts set forth in Exhibit A;

WHEREAS, the Investors are of a singular mind regarding the need for increasing shareholder value, to assure the service of a qualified and competent Board of Directors and reconsider the direction of the Company; and

WHEREAS, the Investors agree to vote the shares of Common Stock that they each own and/or control and any additional shares of Common Stock acquired by an Investor after the date of this Agreement (the “Shares”) in concert with respect to the election of directors and other matters affecting the direction of the business of the Company.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein and other good and valuable consideration, the parties hereby agree as follows:

1. The Investors each agree, so long as they own and/or control the Shares reflected on Exhibit A, to vote such Shares as follows:

(a) to elect such persons as shall be mutually determined by and acceptable to the Investors to the Board of the Directors, including in possible opposition to certain of the current directors; and

(b) to effectuate a change in certain senior members of management in order to align the business direction of the Company with the objectives of the Investors, as shareholders of the Company.

2. Each Investor shall take all actions necessary to vote all the Shares over which such Investor has voting power in accordance with this Agreement, at any annual or special meeting of shareholders.

3. Any shares of the Company’s Common Stock acquired by an Investor or over which such Investor has the power to vote after the date hereof shall be subject to this Agreement as if they were owned or controlled at the time of the execution of this Agreement. Each Investor shall give notice via email or fax to all other Investors of the acquisition of any such shares after the

date hereof, specifying the date of acquisition, the number of shares acquired, and the amount paid for the acquisition of the shares. Such notice shall be delivered within ten (10) calendar days of the date of the acquisition of the shares. This provision shall only apply to shares entitled to vote.

4. Each Investor hereby covenants and agrees with the other Investors:

(a) to cooperate with each other in the preparation and filing of a Schedule 13D pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), any required amendment thereof, and such other reporting forms as may be required by an Investor pursuant to Section 16 of the 1934 Act and/or amend any prior filings made by an Investor with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 16 of the 1934 Act, including any amendments thereof;

(b) the provisions of this Agreement shall not apply to any matter submitted to the shareholders of the Company at any meeting of shareholders with respect to a proposed merger of the Company, any proposed sale of assets that requires the approval of shareholders, or with respect to a sale or a tender or exchange offer for shares of Common Stock made generally to the shareholders of the Company; and

5. Notwithstanding any contrary provision of law, in the event that any Investor pledges any of the Shares as collateral or security for indebtedness, or otherwise encumbers any Shares, any sale of such Shares to a third party upon foreclosure of such interest shall be subject to the provisions of this Agreement.

6. This Agreement shall be effective as of the date hereof and remain in force between the parties from the date hereof to and including September 30, 2011, unless each party hereto mutually agrees in writing to an earlier termination.

7. The parties agree that this Agreement may be amended, with the prior written consent of SMH and Trace Management, to add one or more additional shareholders of the Company as parties hereto, and any such additional party shall be deemed to be an “Investor” and subject to all the terms of this Agreement with effect of the date of the execution by such additional party of a joinder amendment. For the purposes of this Section 7 only, Trace Management shall be deemed to be acting on behalf of each of Trace, Curtiswood and Nieboer.

8. All notices, requests and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given, delivered and received (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the 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, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses set forth on Exhibit A or to such email address, facsimile number, or address as subsequently modified by written notice in accordance with this paragraph.

9. This Agreement shall be binding on the parties and their respective representatives, heirs, successors and assigns, and shall be governed by and construed in accordance with the law of the State of Tennessee, without giving effect to any conflict of laws principles requiring the application of the laws of any other jurisdiction.

10. In the event that 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.

11. This Agreement 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.

12. This Agreement may be executed and delivered by facsimile and 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.

13. Except as provided in Section 7 with respect to an additional Investor, this Agreement may be amended only with the written consent of all of the Investors.

[signatures on following page]

IN WITNESS THEREOF, the undersigned have executed this Agreement as of the date first written above.


	SMH CAPITAL ADVISORS, INC.
	By:	/s/ Jeff Cummer
		Jeff Cummer, President


	TRACE PARTNERS, L.P.
	By:	Trace Management, LLC, its general partner


	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	CURTISWOOD CAPITAL, LLC
	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	TRACE MANAGEMENT, LLC
	By:	/s/ R. Scott Nieboer
		R. Scott Nieboer, Chief Manager


	/s/ R. Scott Nieboer
	Robert Scott Nieboer

EXHIBIT A


	Number of Shares Entitled			Percent of Class
Investors	to Vote			Represented
Trace Partners, L.P.		1,735,287			10.63	%
104 Woodmont Blvd., Suite 200 Nashville, TN 37205

Curtiswood Capital, LLC		1			0	%
104 Woodmont Blvd., Suite 200		1,333	¹
Nashville, TN 37205

Trace Management, LLC		1,736,621	²		10.63	%
104 Woodmont Blvd., Suite 200 Nashville, TN 37205

Robert Scott Nieboer		25,000	³		0.15	%
104 Woodmont Blvd., Suite 200 Nashville, TN 37205

SMH Capital Advisors, Inc.		4,440,652			27.20	%
600 Travis, Suite 5800 Houston, TX 77002

Total		6,202,273			37.99	%

* Percent of voting power is calculated based upon the 16,323,968 shares outstanding as of May 7, 2009, as reported in Astrotech’s report on Form 10-Q for the quarterly period ended March 31, 2009.


¹		Shares of common stock which can be acquired upon conversion of outstanding securities. If converted, these Shares would be subject to this Investors’ Agreement.

²		These are the same Shares as above, made up of 1,735,287 Shares owned by Trace Partners and 1334 owned by Curtiswood Capital.

³		These are Restricted Shares of which 6,500 have fully vested.

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