Exhibit 10.20

Lease Agreement

BY AND BETWEEN

Westland Development Services, Inc.

(“Landlord”)

AND

(“Tenant”)

Sonoma Pharmaceuticals, Inc.

This Lease Agreement (“Lease”) is made effective as of February 19, 2021, by and between WESTLAND DEVELOPMENT SERVICES, INC., A COLORADO CORPORATION (“Landlord”), and Sonoma Pharmaceuticals, Inc. , A Delaware Corporation (“Tenant”). For valuable consideration, the Landlord and Tenant agree as follows:

3.1(a) Holding Over. In the event Tenant remains in possession of all or any part of the Premises after the Expiration Date without a Renewal Term Amendment, then Tenant’s occupancy of the Premises shall be deemed a month-to-month tenancy at sufferance, subject to all terms and conditions of this Lease; except that Base Rent payable during such month- to-month tenancy shall be one hundred fifty percent (150%) of the Base Rent due and payable immediately prior to the Expiration Date. Such month-to-month tenancy may be terminated by either Party upon delivery of twenty-one (21) calendar days written notice. Notwithstanding anything to the contrary set forth herein, any holdover without Landlord’s consent shall be deemed an Event of Default entitling Landlord to exercise all rights and remedies set forth in Section 16 below.

4.1(a) Three thousand five hundred seventy two and 75/100 dollars ($3,572.75) per month from February 15, 2021 to January 31, 2022;

4.1(b) Three thousand six hundred seventy nine and 93/100 dollars ($3,679.93) per month from February 1, 2022 to January 31, 2023;

4.1(c) Three thousand seven hundred ninety and 33/100 dollars ($3,790.33) per month from February 1, 2023 to January 31, 2024;

4.2(a) Base Rent Installments are due and payable in good and immediately available funds in advance, without notice or demand and without any set-off or deduction, on the first (1^st) business day of each calendar month during the Term; provided, however, that the Base Rent and operating expenses Installment pro rated for the first (1^st) calendar month of this Lease in the amount of Five thousand two hundred and 8/100 ($5,200.08) shall be due and payable upon lease execution.

4.2(b) In the event Landlord does not receive a Base Rent Installment or an Operating Expenses Installment (defined below) by the close of the third (3^rd) business day in any calendar month, Tenant shall pay a late fee equal to five percent (5%) of the aggregate amount past due. Tenant shall pay such late fee immediately or Landlord may withdraw and apply the same from Tenant’s Security Deposit (defined below). In the event of any returned check for insufficient funds, or any check that is not otherwise paid upon presentment, Tenant shall pay a returned check fee of $25.00 in addition to any bank fee or charge incurred for any returned check. Tenant acknowledges that such late fees and returned check charges are not unreasonable.

4.2(c) Tenant’s obligation to pay Base Rent Installments and Operating Expenses Installments are separate and distinct independent covenants and agreements, and such obligations are separate from and in addition to Tenant’s other obligations under this Lease.

5.2(a) real property taxes and assessments levied against the Building or Common Areas by any governmental authority having jurisdiction, including any tax, assessment, surcharge, or levy presently in effect or hereafter levied on the use, occupancy, improvement, ownership or operation of the Building or Common Areas (“Real Estate Taxes”) including any expense in retaining tax consultants to contest the amount or validity of any such Real Estate Taxes;

5.2(b) expenses incurred by Landlord in connection with operating, maintaining and repairing the Building and Common Areas, including maintenance, repair, replacement and operation of: (i) mechanical, electrical, plumbing, sewer, HVAC, life safety, hydraulic, security, and related systems and appurtenances serving the Building or Common Areas; (ii) parking areas, sidewalks, paved surfaces, landscaped areas, exterior and roof of the Building; (iii) lighting including the cost of replacement bulbs, ballasts and fixtures; (iv) carpet, painting, cleaning and upkeep of Common Areas; (v) janitorial service, window cleaning, snow removal and landscape maintenance, trash removal and recycling; and (vi) labor, equipment, sevices and materials used in connection with the foregoing;

5.2(c) expenses incurred in connection with the supply of energy and utilities for the Building and Common Areas, including natural gas, electricity, solar, other energy source, water, sanitary sewer and storm drainage services for the Building and Common Areas;

5.2(d) Landlord’s insurance premiums, including property damage, liability, fire and all-risk or multi-peril coverage, and loss of rent; the part of any claim required to be paid under the deductible portion of any insurance policy carried by Landlord for the Building; public liability and any other insurance carried by Landlord on the Building or as may be required by any mortgagee of the Building;

5.2(e) property and Building management fees currently equal to five percent (5%) of the aggregate gross rent payable under all leases related to the Building;

5.2(f) reasonable legal, accounting, inspection, and other professional fees (including fees for services intended to produce a reduction in Operating Expenses or to improve the efficient operation, maintenance or state of repair of the Building);

5.2(g) expenses of capital improvements including structural repairs and replacements made in or to the Building, in order to conform to changes (subsequent to the date of issuance of the certificate of occupancy for the Building) in any applicable laws, ordinances, rules, regulations, or orders of any governmental authority having jurisdiction over the Building (“Required Capital Improvements”), and the costs of any capital improvements and structural repairs and replacements that reduce Operating Expenses (“Cost Savings Improvements”); provided that, any expenditures for Required Capital Improvements and/or Cost Savings Improvements shall be amortized at a market rate of return over the useful life of such improvement, repair or replacement (determined by Landlord’s accountants); and further provided that the amortized amount of any Cost Savings Improvement in any calendar year will be roughly equal to the estimated reduction in Operating Expenses as a result thereof;

5.2(h) expenses incurred in connection with the design, installation, maintenance or repair of any monument signs or other signage for the Building.

5.2(i) “Operating Expenses” shall not include any of the following:

5.2(i)(i) expenses related to work that Landlord performs on behalf of other tenants for their respective units in the Building;

5.2(i)(ii) leasing commissions, advertising, and other expenses incurred with respect to leasing space in the Building;

5.2(i)(iii) expenses for repairs or other work occasioned by fire, windstorm or other insured casualty to the extent of insurance proceeds received;

5.2(i)(iv) costs of repairs or rebuilding necessitated by condemnation;

5.2(i)(v) costs or attorney’s fees incurred in connection with any dispute involving any other tenant or prospective tenant of the Building;

5.2(i)(vi) cost to repair any damage to the Building caused by Landlord;

5.2(i)(vii)fees or other compensation paid to any affiliate of Landlord for services for the Building, to the extent they exceed competitive costs for such services rendered by persons or entities of similar skill and experience who are not affiliates of Landlord;

5.2(i)(viii) other than as set forth in Section 4.2 above, the cost of structural repairs or reconstruction of any portion of the Building;

5.2(i)(ix) costs of providing utility service lines to the Building (standard core and shell) or repairing such lines if they break, other than due to acts or omissions of Tenant or its employees, agents, contractors or invitees;

5.2(i)(x) any interest on borrowed money or debt amortization, or costs incurred in connection with mortgage financing or refinancing of the Building, or incurred in connection with the sale of the Building or any change in the ownership of Landlord;

5.2(i)(xi) depreciation of the Building or any federal or state income tax on Landlord’s business.

5.2(j) Reimbursement of Operating Expenses. Annually during the Term, at or around the end of the first calendar quarter of each year, Landlord shall prepare and deliver to Tenant written notice of any changes in Landlord’s budget for estimated Operating Expenses for the next calendar year, as determined by Landlord in good faith. Tenant shall pay Tenant’s Pro Rata Share of such estimated Operating Expenses in equal monthly installments in advance without notice or demand and without set-off or deduction (the “Operating Expenses Installments”), each of which shall be due and payable on the first (1^st) business day of each calendar month during the Term together with Base Rent Installments.

5.2(k) Reconciliation of Operating Expenses

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5.2(k)(i) Annually during the Term, also around the end of the first calendar quarter of each year, Landlord shall deliver to Tenant a statement summarizing: (i) the actual Operating Expenses incurred for the preceding calendar year; (ii) Tenant’s Pro Rata Share including the aggregate Operating Expense Installments actually paid by Tenant during such calendar year; and (iii) the amount of any difference between Tenant’s Pro Rata Share of Operating Expenses and the aggregate Operating Expenses Installments actually paid by Tenant (the “Reconciliation Statement”). In the event that Tenant’s Pro Rata Share of actual Operating Expenses exceeds the aggregate Operating Expenses Installments actually paid by Tenant, Tenant shall pay any shortfall within thirty (30) calendar days after the receipt of the Reconciliation Statement. In the event that Tenant’s Pro Rata Share of actual Operating Expenses is less than the aggregate Operating Expenses Installments actually paid by Tenant, such overpayment shall either be: (x) applied by Landlord as a credit against Tenant’s Base Rent Installments and/or Operating Expenses Installments, until fully applied; or (y) at Landlord’s election, refunded to Tenant within thirty (30) calendar days after the date of the Reconciliation Statement.

5.2(k)(ii) Tenant shall have the right to review and verify the accuracy of the Reconciliation Statement, upon Tenant’s delivery of written notice to Landlord within 30-days after the date of the Reconciliation Statement (the “Operating Expenses Audit Notice”). In the event Tenant does not deliver an Operating Expenses Audit Notice within such 30- day period, Tenant shall be deemed to have waived its right to review and verify the accuracy of the Reconciliation Statement, which shall thereupon be deemed final, binding and conclusive. If Tenant timely issues such notice, then Tenant shall engage its own certified public accountants (“Tenant’s Accountants”) to conduct such review of the Reconciliation Statement, to be completed at Landlord’s offices within thirty (30) days after the date of the Operating Expenses Audit Notice. In the event Tenant’s Accountants determine in good faith that an error or discrepancy occurred in the Reconciliation Statement, Tenant shall deliver written notice of the same to Landlord, and thereafter Landlord’s Accountants and Tenant’s Accountants shall cooperate in good faith to attempt to resolve any such discrepancy, failing which the parties may submit such matter to an independent certified public accountant to be mutually selected by Landlord’s and Tenant’s Accountants. The determination of such independent accountant shall be final, conclusive and binding upon the parties, and the amount of any shortfall or overpayment shall be resolved in accordance with the terms and conditions set forth in Section 4.4(a) above. Notwithstanding any ongoing review of a Reconciliation Statement, Tenant shall continue to pay Landlord the amount of the Operating Expenses Installments that accrue under this Lease in accordance with the terms and conditions of this Lease.

12.3(a) In the event Tenant desires to sublet all or any portion of the Premises (the “Proposed Sublet Space”), Tenant shall provide written notice to Landlord and Landlord shall have the right to recover the Proposed Sublet Space and lease it directly to the proposed subtenant. In such event, the parties shall enter into an amendment to this Lease to reflect the reduction in the Rentable Square Feet, Base Rent, Operating Expenses and Tenant’s Pro Rata Share.

12.3(b) In the event Tenant proposes to assign and transfer this Lease, Landlord shall have the right to terminate this Lease and lease the Premises directly to the proposed assignee.

12.3(c) Landlord’s option to amend or terminate this Lease shall be exercisable by written notice to Tenant within thirty (30) days following Landlord’s receipt of written notice that Tenant desires to assign this Lease or to sublease any specified Proposed Sublet Space. If Landlord exercises such rights, then such amendment or termination shall be effective as of the effective date of any Landlord-approved assignment or subletting. If Landlord does not exercise its right to recover possession of the Proposed Sublet Space or to terminate this Lease, then Tenant shall be entitled to seek an acceptable subtenant for the Proposed Sublet Space, for a sublease term no longer than that set forth in Tenant’s notice.

12.3(d) Any proposed sublease shall be in a form acceptable to Landlord and shall incorporate all terms and conditions of this Lease. The consent by Landlord to any Transfer by Tenant shall not be construed as a waiver, release or discharge of Tenant from any obligation under this Lease, unless expressly agreed in writing by Landlord (it being understood that Tenant shall remain primarily liable as principal), nor shall the collection or acceptance of rent from any assignee, transferee, subtenant or occupant constitute waiver, release or discharge of Tenant. No consent by Landlord to any Transfer by Tenant in any one instance shall constitute a waiver of the need for Landlord’s consent thereafter.

12.3(e) To the extent that Tenant receives any amount of rent, value, or other consideration for the Premises, under any Transfer by Tenant involving a sublease, assignment, or other arrangement involving any subtenant, licensee, transferee, or occupant, which exceeds the amount of Base Rent reserved in this Lease, then Tenant shall pay fifty percent (50%) of such amount to Landlord as Additional Rent, payable to Landlord at the same time and manner required for the payment of Base Rent.

13.1(a) Commercial general liability insurance endorsing and naming Landlord as additional insured, against any and all claims for bodily injury and/or property damage occurring in or about the Premises arising during the Term of Tenant’s use and occupancy of the Premises. Such insurance shall have combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and not less than Two Million Dollar ($2,000,000) aggregate, and excess umbrella liability insurance of at least One Million Dollars ($1,000,000). Such liability insurance shall be primary and not contributing to any other insurance and in no event shall the limits of such insurance be considered as limiting the liability of Tenant;

13.1(b) Personal property insurance insuring all of Tenant’s equipment, trade fixtures, inventory, business personal property and other contents located in the Premises against all perils including special form (all risk) coverage. Such insurance shall be written on a replacement cost basis equal to one hundred percent (100%) of full insurable replacement value;

13.1(c) Workers’ compensation insurance as required by Colorado law, and business interruption coverage if desired by Tenant;

13.1(d) Such other insurance as Landlord deems commercially reasonable and necessary, or as may be required by Landlord’s beneficiaries or mortgagees under any deed of trust or mortgage encumbering the Building.

13.2(a) Tenant’s insurance policies shall be issued by licensed and qualified insurers authorized to do business in the State of Colorado, and written certificates of insurance (certified copies of the policies may be required) including endorsements shall be delivered to Landlord prior to any occupancy by Tenant and annually thereafter;

13.2(b) Each policy of insurance shall require at least thirty (30) days prior written notice to Landlord regarding any cancellation or modification of coverage;

13.2(c) All insurance policies shall be endorsed with a subrogation clause, substantially as follows: “This insurance shall not be invalidated should the insured waive, in writing prior to any loss, any and all right of recovery against any party for loss occurring to the property described therein.” The parties to this Lease hereby waive claims for recovery from the other party for any loss or damage (whether or not caused by negligence of the other party, and notwithstanding anything to the contrary in this Lease) to any property insured under valid insurance policies of such party, to the extent of the collectible recovery under such insurance.

13.3(a) Property insurance for the Building and improvements and covering all perils including special form (all risk) coverage. Such coverage shall be written on a replacement cost basis as determined by Landlord or otherwise as required by Landlord’s beneficiaries or mortgagees of any deed of trust or mortgage encumbering the Building;

13.3(b) Commercial general liability insurance against any and all claims for bodily injury and property damage occurring in or about the Building and Common Areas, in at least the minimum amounts required by Landlord’s beneficiaries or mortgagees of any deed of trust or mortgage encumbering the Building;

13.3(c) Such other insurance as Landlord deems necessary and prudent, or as may be required by Landlord’s beneficiaries or mortgagees of any deed of trust or mortgage encumbering the Building;

13.3(d) Tenant acknowledges that Landlord’s insurance does not cover in any respect, any of Tenant’s equipment, trade fixtures, inventory, business personal property or other contents located in the Premises.

17.1(a) If Tenant shall fail to pay any amount due under this Lease on the applicable due date, and such payment default shall remain uncured for three (3) business days thereafter.

17.1(b) If Tenant shall fail to observe or perform any of the covenants, conditions and agreements of this Lease to be performed by Tenant, and such failure shall continue in whole or in part during the thirty (30) calendar day period after notice to Tenant; provided, however, that if such failure is not reasonably capable of being cured within such thirty (30) day period, then the cure period may be extended for up to sixty (60) days total, provided that Tenant has promptly commenced and diligently pursues appropriate cure.

17.1(c) If Tenant or any guarantor of this Lease shall: (a) make an assignment for the benefit of creditors; (b) acquiesce in a petition in any court in bankruptcy, reorganization, liquidation or insolvency proceedings; (c) seek, consent to, or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant’s assets; (d) file a petition seeking an order for relief under the Bankruptcy Code, as now or hereafter amended or supplemented, or by filing any petition under any other present or future federal, state or other statute or law for the same or similar relief; or (e) fail to win the dismissal, discontinuation or vacating of any involuntary bankruptcy proceeding within sixty (60) calendar days after such proceeding is initiated.

17.1(d) Any amounts unpaid hereunder for more than thirty (30) calendar days after the due date shall bear interest until paid at the rate of one and one-half percent (1.5%) per month from the date of default until paid in full, and such interest shall be due and payable on the due date for the next succeeding Base Rent Installment.

17.2(a) Terminate this Lease by written notice to Tenant, whereupon this Lease shall end and all rights of Tenant hereunder shall expire and terminate, and everything herein required on the part of Landlord to be done and performed shall cease, but Tenant shall remain liable as provided below.

17.2(b) With or without terminating this Lease, Landlord may enter upon and take possession of the Premises and remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for damages or liability for such entry. Landlord may make such commercially reasonable alterations and repairs as, in Landlord’s absolute discretion, may be necessary to relet the Premises, and may relet the Premises or any part thereof, without notice to Tenant, for such rent and for such use, and for such period of time and subject to such terms and conditions as Landlord, in its absolute discretion, may deem advisable, and receive the rent therefor. Tenant shall pay to Landlord, on demand, any deficiency that may arise by reason of any such reletting, and shall be liable for any and all expenses (including attorneys’ fees, brokerage fees, and all re-letting costs) incurred by Landlord in reentering and repossessing the Premises, in making good any default of Tenant, in painting, altering, repairing, dividing or demising the Premises, in protecting and preserving the Premises, and reletting the Premises. Tenant shall remain liable to Landlord for the sum of all Base Rent Installments and Operating Expenses Installments contracted- for under this Lease, as the measure and benefit of Landlord’s bargain. Landlord shall not be liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon any such reletting. Notwithstanding, Landlord agrees to pursue reletting of the Premises with commercially reasonable diligence, and Landlord may at any time thereafter elect to terminate this Lease for such prior default.

17.2(c) If Landlord elects to terminate this Lease pursuant to Section 17(a) above, Landlord shall nevertheless be entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as liquidated damages for Tenant’s default, an amount equal to the difference between: (i) all contracted-for Rent and other sums that would be payable under this Lease from the date of default, for the remainder of the then-unexpired Term in the absence of termination; and (ii) Tenant’s obligation to pay rent pursuant to this lease over the same period. Nothing herein shall be construed to affect or prejudice Landlord’s right to claim and recover in full, unpaid rent and any other amounts accrued prior to termination of this Lease.

Either party may, by like written notice, designate a new address or recipient to which such notices shall be directed.

In Witness, the parties hereto have executed this Lease effective on the date written above.

Exhibit A

The Premises