Exhibit 10.20


 


LOAN AGREEMENT


 


This Loan Agreement (the "Agreement"),
dated March 10, 2015, is entered into by and between Ridgefield Acquisition Corp., a Nevada corporation, with offices located at
31248 Oak Crest Drive, Suite 110, Westlake Village, CA 91361 ("Borrower") and Steven N. Bronson, having a business address
at 31248 Oak Crest Drive, Suite 110, Westlake Village, CA 91361 (the "Lender").


 


WHEREAS, the Lender
has loaned and advanced the Borrower monies (each a "Principal Advance" and collectively the "Principal Advances")
in the aggregate amount of


$28,000.00 (the "Loan"), as follows:


 


		1.	$5,000.00 on February 25, 2014



		2.	$5,000.00 on March 21, 2014;



		3.	$5,000 on April 23, 2014;



		4.	$5,000 on July 28, 2014



		5.	$3,000.00 on September 11, 2014;



		6.	$3,000.00 on September 17, 2014; and



		7.	$2,000.00 on November 25, 2014.



 


WHEREAS, each of the
Principal Advances accrues interest at the rate of ten percent (I 0%) per year from the date of the Principal Advance.


 


WHEREAS, the parties
hereto desire to memorialize the Loan and mutually agree that the Loan shall be shall be subject to the following terms and conditions.


 


NOW, THEREFORE, in consideration
of the mutual promises set forth herein, the parties hereto agree as follows:


 


I.           Principal.
The principal amount of the Loan is $28,000. The principal amount and all accrued interest on the Loan is due and payable within
ten ( 10) business days following Borrower's receipt of a written demand for payment from Payee or immediately upon the occurrence
of an Event of Default, as defined herein (the "Maturity Date"). The obligations of the Borrower to make payments provided
for in this Agreement are absolute and unconditional and not subject to any defense, set-off, counterclaim, rescission, recoupment
or adjustment whatsoever. Upon payment in full of all principal and interest payable hereunder, this Agreement shall be surrendered
to the Borrower for cancellation.


 


2.          Interest.
The Loan shall bear interest on the outstanding principal amount from the date of each Principal Advance until such amounts
are repaid to Lender in full, at the rate of 10% per annum. In the event any payment due hereunder shall not be paid on
the Maturity Date, then the outstanding principal amount shall bear interest at the lesser of 15% per annum or the highest
lawful rate permitted under applicable law, from the date when such payment was due until paid. Additionally, Borrower's failure
to tender a payment, or any part thereof, in accordance with this Agreement above shall constitute an Event of Default. If an Event
of Default shall occur due to the Borrower's failure to make a payment on the required date, Payee shall have no obligation to
serve a notice of default. In the event the Borrower fails to remedy the default within five (5) business days after the Event
of Default (the "Default Date ;'), then all outstanding principal and accrued interest shall automatically accelerate and
become immediately due and owing (the "Accelerated Debt"). The Accelerated Debt shall accrue interest at the rate
of 15% per annum from the Default Date until the Accelerated Debt is paid in full. Payee shall have no obligation to provide
notice to Borrower concerning g the Default Date, the acceleration of the debt or the interest rate on the Accelerated Debt.


 




    	 



    	 



    

  


This paragraph shall not be
deemed to extend or otherwise modify or amend the date when such payments are due hereunder. The obligations of the Borrower
under this Agreement are subject to the limitation that payments of interest shall not be required to the extent that the
charging of or the receipt of any such payment by the holder of this Agreement would be contrary to the provisions of law
applicable to the holder of this Agreement limiting the maximum rate of interest which may be charged or collected by the
holder of this Agreement. In no event shall any interest to be paid hereunder exceed the maximum rate permitted by law. In
any such event, this Agreement shall automatically be deemed amended to permit interest charges at an amount equal to, but no
greater than, the maximum rate permitted by law.


 


3.          Representations
and Warranties. The Borrower represents and warrants as follows:


 


(a)          The
Borrower has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by the Borrower and constitutes a valid and binding obligation of the Borrower,
enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors' rights generally and (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies.


 


(b)          This
Agreement is the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, except as limited
by applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally.


 


4.          Events
of Default.


 


The principal amount and all accrued
interest on this Loan is due and payable upon the Maturity Date, as defined above. Additionally, the principal amount and all accrued
interest on this Loan shall automatically become immediately due and payable upon the occurrence of any of the following events,
each of which shall be deemed an "Event of Default":


 


(a)          When
there is any misstatement or false statement in connection with, noncompliance with or nonperformance of any of the Borrower's
obligations, representation, warranties or covenants under or emanating from this Agreement;


 


(b)          If
the Borrower shall make an assignment for the benefit of creditors or shall admit in writing his inability to pay his debts as
they become due or if the Borrower shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent,
or shall file any petition or answer seeking any reorganization arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the present or any future federal bankruptcy code or other applicable federal,
state or similar statute, law or regulation, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver
or liquidator of the Borrower or of all or any substantial part of its properties.


 




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5.          Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be delivered personally
or sent by FedEx mail or similar overnight delivery, postage prepaid to the parties at the addresses set forth above. Each of the
above addressees may change its address for purposes of this paragraph by giving to the other addressee notice of such new address
in conformance with this paragraph.


 


6.          Waivers.
The Borrower hereby waives presentment, demand for performance, notice of non-performance, protest, notice of protest and notice
of dishonor. No delay on the part of Lender in exercising any right hereunder shall operate as a waiver of such right or any other
right. This Agreement is being delivered in and shall be construed in accordance with the laws of the State of Florida, without
regard to the conflicts of laws provisions thereof.


 


7.          Attorneys'
Fees. If the indebtedness represented by this Agreement or any part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Loan is placed in the hands of attorneys for collection after default, the Borrower agrees to pay, in addition
to the principal payable hereunder, the reasonable attorneys' fees and collection costs incurred by Lender in attempting to collect
the Loan.


 


8.          No
Changes. This Agreement may not be changed or terminated orally, but only by an agreement in writing signed by the party against
whom enforcement of any change, modification, termination, waiver, or discharge is sought.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	 	BORROWER – Ridgefield Acquisition Corp.
	 	 
	 	/s/ Leonard Hagan
	 	 
	 	Leonard Hagan, Director
	 	 
	 	LENDER – Steven N. Bronson
	 	 
	 	/s/ Steven N. Bronson
	 	 
	 	Steven N. Bronson


 




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