Third Amendment to Lease Agreement (Suite 100 Administration), dated December 8, 2020, by and between the Registrant and Pegasus Properties, L.P

Exhibit 10.20

THIRD AMENDMENT TO LEASE AGREEMENT

SUITE 100 LEASE

This third Amendment to Lease Agreement (“Amendment”) is dated to be effective as of the 8^th of December, 2020 (“Effective Date”), by and between Pegasus Properties, L.P., a Wisconsin limited partnership (“Lessor”), and HTG Molecular Diagnostics, Inc., a Delaware corporation, formerly known as High Throughput Genomics, Inc. (“Lessee”).

RECITALS

A.Lessor and Lessee entered that certain Standard Commercial-Industrial Multi Tenant Triple Net Lease, dated May 11, 2011 (and as amended by that First Amendment to Lease Agreement on August 4, 2015, the “Suite 100 Lease”), pursuant to which Lessor leases to Tenant approximately 17500 square feet of office/warehouse/light manufacturing/R&D space (“Suite 100 Premises”) in that certain building that is commonly known as 3430 E. Global Loop, Suite 100, Tucson, Arizona 86706, as more particularly described in the Suite 100 Lease.

B.For reference purposes only, Lessor and Lessee also entered into that certain Standard Commercial-Industrial Multi Tenant Triple Net Lease, dated July 11^th 2008 (and as amended by that First Amendment to Lease Agreement on August 4, 2015, specific to Suite 300, the “Suite 300 Lease”), pursuant to which Lessor leases to Lessee approximately 12,600 square feet of office/warehouse/light manufacturing/R&D space (“Suite 300 Premises”) in that certain building that is commonly known as 3430 E. Global Loop, Suite 100, Tucson, Arizona 86706, as more particularly described in the Suite 300 Lease.  The parties acknowledge that the Suite 300 Lease constitutes a separate legal obligation from the Suite 100 Lease for all purposes except as expressly set forth herein.

C.The Second Amendment as of January 28^th 2019 to the Suite 100 Lease added approximately 7,000 square feet of office/warehouse/light manufacturing/R&D space (Suite 200), to the Suite 100 Lease and addressed certain improvements to be constructed by Lessee in the Suite 200 Premises.

D.         Lessor and Lessee now desire to, among other things, extend the lease term, amend the option to renew the Suite 300 Lease.

E.All capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Suite 100 Lease.

Now therefore, in consideration of the covenants and obligations contained herein, Lessor and Lessee agree to amend the Suite 100 Lease as follows:

AGREEMENTS

1.Recitals. The Recitals above are true and correct and form a part of this Amendment.

2.Extension of Term.  The Term of the Suite 100 Lease is extended until 11:59 PM, Arizona time, on January 31^st, 2022, which will also be referred to as the Expiration Date referred to in the Suite 100 Lease, subject to the renewal options discussed below.

3.Renewal Options.  Section 3.2 of the Suite 100 Lease is replaced, and will read in its entirety, as follows:  Lessee shall have one option to renew the Suite 100 Lease for an additional period of three (3) years upon the same terms and conditions of the Suite 100 Lease  as amended herein (“Renewal Term”), except that the Lease Rate will be set at rates currently applicable for like/kind buildings within the market but in no event less than the last rent rate (incl. annual increases if any) paid by Lessee. If Lessee elects to exercise such option to renew, Lessee shall give Lessor written notice of exercise of the option not later than October 31^st 2021.

4.Base Rent and Term for Suite 200. Commencing on the February 1^st 2021, and continuing through January 31^st, 2022 unless otherwise extended pursuant to the terms of the Suite 100 Lease and this Amendment, Lessee will pay Lessor monthly base rent for the Suite 100/200 Premises equal to twenty one thousand two hundred forty two and no/100 dollars ($21,242.00), payable in accordance with the terms and conditions of the Suite 100 Lease.

5.Lessee Improvements. Under item 7 of the Second Amendment Lessee was entitled to a maximum of $100,000 of Suite 200 improvements amortized over 5 years at an interest rate of 5%. Due to shortened renewal term in the Third Lease Amendment the Lessor will limit the amount of Lessor’s reimbursement for Lessee’s planned improvements to a total amount of  

$ 50,000. Additional $50,000 will be available if and when the Renewal Option under item 3 would be exercised by the Lessee. When Lessee initiates such improvements Lessee must notify Landlord of their nature and cost at least 30 days prior to starting a modification or alteration. The amount actually paid by Landlord for the Suite 200 Improvements will be paid to Landlord as additional Suite 100/200 Rent in equal monthly payments amortized over five years at an interest rate of 5 %, beginning on the first full month after the Suite 200 Improvements are completed. Should Lessee terminate the Suite 100 Lease at any time before the Expiration Date or choose to not renew the Suite 100 Lease within the timeframe permitted, the unpaid balance of Suite 200 Improvements not repaid to Landlord as additional rent (less interest) will be due to Lessor within 15 days of termination of the Suite 100 Lease.

6.No Other Changes. Except as modified herein and in the Second Lease Amendment, all terms and conditions of the Suite 100 Lease shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF the parties have caused their respective duly authorized representatives to execute this Amendment as of the Effective Date.

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