Exhibit








Exhibit 10.15


FROST BANK TOWER






LEASE AMENDMENT #1


NATURAL GAS SERVICES GROUP, INC.
(Suite# 550)


WNB REI LLC, a Delaware  limited  liability  company  (hereinafter called "Landlord") and  NATURAL  GAS  SERVICES GROUP,  INC., a Colorado  corporation {hereinafter called "Tenant"), for good and valuable consideration the receipt of which  is hereby acknowledged on January  9,  2018  (the  "Effective Date"),  do  hereby  amend  by this  Lease Amendment  #1, that certain  Lease Agreement  dated  March 26, 2008 {the "Original Lease Agreement"), covering a total of approximately  13,135 square feet of Net Rentable Area (the "Leased Premises") located on  Level  Five (5)  of  the  Frost  Bank Tower  (formerly  known  as  the  Western  National  Bank Tower),  located  at 508  West  Wall Street,  Midland,  Texas  79701  (together  with all  associated parking facilities, collectively  the "Building"), under the following terms and conditions (..Lease Amendment #l"):


		
	I.
	LEASE TERM.   The  Lease Term  for  the  Leased  Premises  is hereby  extended  for a period of nine (9) months commencing on June  I, 2018, and expiring at 11:59 p.m. CST on February 28, 2019 (the "Extended Term").




2.            RENT. Prior to June 1, 2018, Tenant shall continue to pay the Base Rent for the Leased
Premises pursuant to the  provisions  of  the  Original  Lease  Agreement.   As of  June  1,
2018, and continuing throughout the Extended Term, Tenant  shall pay the Base Rent for the Leased Premises in accordance  with the following schedule:


PERIOD                                                                                          ANNUAL RATE         MONTHLY
                                                                                                            PER SQ.FT.                    BASE RENT
 06/01/2018 - 02/28/2019                                                                     $22.00                             $24,080.83
                                                                                                                                       
All monthly Base Rent for the Leased Premises during the Extended Term shall be paid to Landlord in advance and without demand, counterclaim or offset, on or before the first
 day of each calendar month.


3.             BASE YEAR.  During the Extended Term, the Base Year for Operating Expenses and
Tax Expenses for the Leased Premises shall be the calendar year 2018.


		
	4. 
	PARK ING.  Landlord shall  provide up to thirty-two (32) parking spaces with respect to the Leased Premises during  the Extended  Term,  in the designated areas, at the following rate per space per month plus applicable sales tax:




6    @ $35.00 per space per month, plus applicable sales tax, for spaces located in the Tower Parking Garage


14 @$35.00 per space per month, plus applicable sales tax, for spaces located in the 626 West Wall Parking Lot


12  @ $35.00  per space  per month, plus applicable  sales tax, for spaces  located in the 701 West Texas Parking Lot




The monthly  rates set  forth  in  this Section  4 may be adjusted  by  Landlord  during  the Extended  Term  to an amount  equal  to the prevailing  market  rates being charged  in the Building for similar parking spaces. The parking spaces set forth in this Section 4 shall be for Tenant and/or Tenant's employees and Landlord shall have the right to assign parking space as conditions  permit.  However, Landlord shall not be required to police the use of these spaces.   Landlord  may make, modify and enforce  rules and regulations relating  to the  parking  of  automobiles in  the  parking  area(s), and  Tenant  shall  abide  thereby. Landlord   shall   not   be   liable   to Tenant   or Tenant's agents,   servants, employees, customers, or invitees for damage to person or property caused by any act of omission or neglect of Tenant, and Tenant agrees  to hold Landlord  harmless from  all claims for any such damage.

















		
	5.
	HOLDING OVER.   Section 16  “Holding Over" in the Original   Lease Agreement is hereby deleted and the following substituted  in lieu thereof:




“Section 16  Holding Over


(a)         If,  without   objection   by  Landlord,  Tenant   holds   possession   of  the Premises after expiration  of the Lease Term, Tenant shall become a tenant on a month-to­ month basis upon the provisions of this Lease, except that the monthly  Base Rent shall be equal  to two hundred  percent (200%)  of the Base Rent  payable by Tenant  immediately prior  to  the  expiration  of  the  Lease  Tenn.  In addition, Tenant shall continue to  pay Tenant's Ratable Share of Operating Expenses and Tax Expenses, and all other amounts due to Landlord  hereunder. Each party shall give the other notice at least one (1) month prior to the date of termination of such monthly tenancy of its intention to terminate such tenancy.


(b)         If, after objection  by Landlord  thereto, Tenant  holds  possession  of the Premises after expiration of the Lease Term, Tenant shall constitute a tenant at sufferance and without  in any way waiving  the wrongful  holding over of the Premises  by Tenant, Landlord  shall  be entitled  to receive  for  each  month  or  portion  thereof  during  which Tenant  wrongfully  holds over at the  Premises Base  Rent equal  to two  hundred  percent (200%)  of the Base  Rent payable  by Tenant  immediately prior to the expiration  of the Lease  Term, together   with  Tenant's Ratable  Share  of  Operating Expenses and  Tax Expenses, and all other amounts otherwise due to Landlord hereunder. Landlord's receipt of  increased  Base  Rent  under  this Section   I 6 shall  not constitute  an  extension  of  the Lease Term  nor shall it constitute  a waiver of Tenant's wrongful  holding  over and shall not prejudice  any other  rights or remedies available  to Landlord  under this Lease or by Jaw. Tenant shall  also  be liable  to  Landlord  for all direct  and  consequential damages which Landlord may suffer by reason of any holding over by Tenant."


6.     SUBORDINATION.  Section 24 "Subordination to Mortgage" in the Original  Lease
Agreement is hereby deleted and the following substituted in lieu thereof: 
“Section 24  Subordination to Mortgage
This Lease shall be subject and subordinate to any lease, mortgage or deed of trust which
may hereafter  encumber  the building and to all renewals, modifications, consolidations, replacements, and extensions  thereof.  Upon any foreclosure, judicially or non-judicially, of  any such  mortgage,  or  the sale  of the  Building  in lieu of  foreclosure, or  any other transfer  of  Landlord's interest  in  the  Building.  whether  or  not  in  connection   with  a mortgage, Tenant hereby does, and hereafter agrees to attorn to the purchaser at such foreclosure  sale  or to the grantee  under any deed  in lieu of foreclosure or to any other
transferee of Landlord's  interest, and shall recognize such purchaser, grantee, or other transferee as Landlord under this Lease, and no further attornment or other agreement shall be required to effect or evidence Tenant's attornment to and recognition of such purchaser or grantee as landlord hereunder.  This clause shall be self-operative and no further instrument of subordination, non-disturbance or attornment need be required by any mortgagee.  In confirmation of such subordination, non-disturbance and attornment, however, Tenant shall, within ten (10) days after receipt of a request from Landlord, execute, acknowledge, and deliver promptly any certificate or instrument evidencing such subordination, non-disturbance and attornment.  Tenant hereby constitutes and appoints landlord the Tenant's attorney-in-fact to execute any such certificate or instrument for and on behalf of Tenant. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, upon request of any person or party succeeding to the interest of landlord as a result of such enforcement, automatically become the Tenant of such  successor-in-interest without change in the terms of other  provisions of  this lease; provided, however, that such successor in interest shall not be bound by (a) any payment of Base Rental or Additional Rent for more than four (4) months in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this lease, or (b) any amendment or modification of this lease made without the written consent of such  trustee or such  beneficiary or such  successor  in interest. Upon request by such successor-in-interest, Tenant shall execute and deliver an instrument or instruments confirming the subordination, non-disturbance and attornment provided for herein. Notwithstanding the foregoing at  Landlord's  option,  Tenant's failure to deliver a certificate or instrument evidencing such subordination, non­ disturbance and attornment shall constitute an immediate "Event of Default" (as defined in Section  27 of  this  Lease), without further  notice or  an opportunity  to  cure, and Landlord shall be entitled to any remedies provided by this lease, together with all other remedies allowed by law or equity."


		
	7. 
	ESTOPPEL CERTIFICATES.    Section 26 "Estoppel  Certificates"  in  the Original lease Agreement is hereby deleted and the following substituted in lieu thereof:




"Section 26.      Estoppel Certificates













Tenant will, from time to time, upon not less than ten (10) days prior request by landlord, and at landlord's reasonable request, execute, acknowledge, and deliver to Landlord a statement in writing certifying: (i) that none of the provisions of this lease have changed (or if they have changed, stating how they have been changed), (ii) that this Lease has not been terminated, (iii) the last date of payment and other charges and the time period covered by such payment, (iv) that Landlord is not in default under this Lease (or if Tenant claims such a default, setting forth such default in reasonable detail), and (v) such other information with respect to Tenant or this Lease as Landlord may reasonably
Request Landlord may deliver such statement to any prospective purchaser or encumbrancer (a "Prospect") of the Property. Such Prospect may rely conclusively upon the accuracy of such statement.   If Tenant fails to deliver such statement to landlord
within such ten (10) day period, landlord, and any Prospect may conclusively presume
and rely upon the following: (a) the provisions of this lease have not changed, except as Landlord otherwise represents, (b) not more than one month's Base Rent has been paid in advance, and (c) Landlord is not in default under this lease. In such event, Tenant shall be stopped from denying, and may not deny the truth of such facts.  Notwithstanding the foregoing, at Landlord's option, Tenant's failure to deliver such statement to landlord within ten (I 0) days after receipt of a request for the same, shall constitute an immediate
·Event of Default" (as defined below in Section 27 of this Lease), without further notice


or an opportunity to cure and Landlord shall be entitled to any remedies provided by this
Lease, together with all other remedies allowed by Jaw or equity."


		
	8. 
	NOTICES. Landlord's address in Section 40 "Notice" of the Original Lease Agreement is hereby deleted and the following substituted in lieu thereof:




"For Landlord:


WNB REI LLC
400 W. Illinois, Suite 1630
Midland, TX 79701"


9.            AMENDMENTS.    Section 44  "Entirety  and  Amendments"  of  the  Original  Lease
Agreement is hereby deleted and the following substituted in lieu thereof: "Section 44.     Entirety and Amendments
This Lease embodies the entire contract between the parties hereto relative to the subject matter hereof.   NO AMENDMENTS TO OR  MODIFICATIONS OF  OR WAIVERS UNDER THIS LEASE SHALL BE VALID OR BINDING UNLESS MADE IN A WRITING SIGNED BY BOTH PARTIES (OR THE WAIVING PARTY WITH RESPECT TO  WAIVERS) AND EXPRESSLY STATING THAT  IT INTENDS TO AMEND OR MODIFY, OR WAIVE A RIGHT UNDER, THIS  LEASE AND SPECIFYING  THE  PROVISION  INTENDED TO  BE AMENDED,  MODIFIED OR WAIVED.  ANY SUCH AMENDMENT, MODIFICATION OR WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH IT WAS GIVEN.  All exhibits referred to in this Lease and attached hereto are incorporated herein for all purposes."


		
	10. 
	RATIFICATION.   Except as amended by this Lease Amendment #1,  Landlord and Tenant hereby ratify and affirm all of the terms, conditions and covenants of the Original Lease Agreement.




IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease Amendment
#1 as of the Effective Date.




        TENANT


                      NATURAL GAS SERVICE GROUP, INC. 
                      /s/ G. Larry Lawrence