Exhibit 10.1


 





AMENDMENT
TO LOAN AND SECURITY AGREEMENT


 


This AMENDMENT
to Loan and Security Agreement (this “Amendment”) is entered into this _____ day of November 2015, by and between
Silicon Valley Bank (“Bank”) and Research Solutions, Inc., a Nevada corporation and Reprints Desk, Inc., a Delaware
corporation (jointly and severally, the “Borrower”).


 


Recitals


 


A.Bank and Borrower have
entered into that certain Loan and Security Agreement dated as of July 23, 2010 (as the same may from time to time be amended,
modified, supplemented or restated, the “Loan Agreement”).


 


B.Bank has
extended credit to Borrower for the purposes permitted in the Loan Agreement.


 


C.Borrower
has requested that Bank amend the Loan Agreement, as herein set forth, and Bank has agreed to do the same, but only to the extent,
in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:


 


1.Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.


 


2.Amendments
to Loan Agreement. The Loan Agreement is amended as follows, effective as of October 31, 2015 (except where a different effective
date is specified below): 


 


2.1Modified Interest
Rates. Section 2.3(a) of the Loan Agreement is hereby amended in its entirety to read as follows:


 


(a)Advances. Subject
to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate
equal to (i) at all times when a Streamline Period is in effect, two and one-quarter percentage points (2.25%) above the Prime
Rate and (ii) at all times when a Streamline Period is not in effect, five and one-quarter percentage points (5.25%) above the
Prime Rate, which interest shall, in either case, be payable monthly in accordance with Section 2.3(f) below.


 






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2.2Modified Audit
Frequency. Section 6.6 of the Loan Agreement is hereby amended in its entirety to read as follows:


 


6.6Access to Collateral;
Books and Records. At reasonable times, on one (1) Business Day’s notice (provided no notice is required if an Event
of Default has occurred and is continuing), Bank, or its agents, shall have the right to inspect the Collateral and the right to
audit and copy Borrower’s Books. The foregoing inspections and audits shall be conducted at Borrower’s expense and
no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing in which case such inspections
and audits shall occur as often as Bank shall determine is necessary. The charge therefor shall be $850 per person per day (or
such higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable out-of-pocket expenses.
In the event Borrower and Bank schedule an audit more than ten (10) days in advance, and Borrower cancels or seeks to reschedules
the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies) Borrower
shall pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and
expenses of the cancellation or rescheduling.


 


2.3Modified Tangible
Net Worth Financial Covenant. Section 6.9(b) of the Loan Agreement is hereby amended in its entirety to read as follows:


 


(b)Tangible Net Worth.
A Tangible Net Worth of at least the following:


 


For the
month ending October 31, 2015 and each month ending thereafter: $600,000 plus, in each instance above, the dollar amount
shall be increased by (i) 50% of Net Income for the fiscal quarter ending December 31, 2015 and each fiscal quarter ending thereafter
and (ii) 50% of issuances of equity after October 1, 2015 and the principal amount of Subordinated Debt.


 


2.4Modified Early
Termination Provision. Section 12.1 of the Loan Agreement is hereby amended in its entirety to read as follows:


 


12.1Termination
Prior to Revolving Line Maturity Date. This Agreement may be terminated prior to the Revolving
Line Maturity Date by Borrowers, effective three (3) Business Days after written notice of termination is given to Bank. Notwithstanding
any such termination, Bank’s lien and security interest in the Collateral and all of Bank’s rights and remedies under
this Agreement shall continue until Borrowers fully satisfies their Obligations. If such termination is at any Borrower’s
election, Borrowers shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in
an amount equal to the following: (i) two percent (2.0%) of the Maximum Dollar Amount if any such termination occurs on or before
October 31, 2016 and (ii) one percent (1.0%) of the Maximum Dollar Amount if any such termination arises after October 31, 2016,
provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another
division of Bank.


 






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2.5Modified Definition
of Borrowing Base. The definition of “Borrowing Base” set forth in Section 13.1 of the Loan Agreement is hereby
amended to read as follows:


 


“Borrowing Base”
is eighty percent (80%) of Eligible Accounts (of which up to twenty-five percent (25%) may be comprised of Eligible Foreign Accounts),
as determined by Bank from Borrower’s most recent Transaction Report; provided, however, that Bank may decrease the foregoing
percentages in its good faith business judgment based on events, conditions, contingencies or risks which, as determined by Bank,
may adversely affect Collateral.


 


2.6Modified Definition
of Eligible Accounts. Subclause (c) of the definition of “Eligible Accounts” set forth in Section 13.1 of the Loan
Agreement is hereby amended to read as follows:


 


(c) Except
for Eligible Foreign Accounts, Accounts owing from an Account Debtor which does not have its principal place of business in the
United States unless Bank otherwise approves of in writing, such approval to be granted in Bank’s sole discretion;


 


2.7Added Definition
of Eligible Foreign Accounts. The term “Eligible Foreign Accounts” is hereby added to Section 13.1, in alphabetical
order, and shall read as follows:


 


“Eligible Foreign Accounts”
means Accounts that (i) otherwise constitute Eligible Accounts except for compliance with subclause (c) of the definition thereof
and (ii) are owing from an Account Debtor which does not have its principal place of business in the United States and (iii) are
either (w) covered in full by credit insurance satisfactory to Bank, less any deductible, (x) supported by letter(s)
of credit acceptable to Bank, (y) supported by a guaranty from the Export-Import Bank of the United States, or (z) that
Bank otherwise approves of in writing.


 






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2.8Modified Definition
of Revolving Line Maturity Date. The definition of “Revolving Line Maturity Date” set forth in Section 13.1 of
the Loan Agreement is hereby amended to read as follows:


 


“Revolving
Line Maturity Date” is October 31, 2017.


 


2.9Anniversary
Fee. Borrower hereby agrees that in addition to the fee set forth in Section 6 hereof, on October 31, 2016, Borrower shall
pay Bank a fully earned, non-refundable anniversary fee in the amount of $17,500.


 


2.10TAAG.
The Borrower hereby confirms that its Subsidiary, TAAG, has been dissolved.


 


2.11Modified
Compliance Certificate. The form of Compliance Certificate, attached as Exhibit C to the Loan Agreement, is amended in its
entirety to read as set forth on Exhibit C attached hereto.


 


3.Limitation
of Amendments.


 


3.1The amendments
set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written
and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any
Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in
connection with any Loan Document.


 


3.2This Amendment
shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.


 


4.Representations
and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:


 


4.1Immediately
after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to
an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is
continuing;


 


4.2Borrower
has the power and due authority to execute and deliver this Amendment; and


 






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4.3The organizational
documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented
or restated and are and continue to be in full force and effect.


 


4.4The execution
and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, have been duly authorized;


 


4.5The execution
and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any
contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental
or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;


 


4.6The execution
and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower,
except as already has been obtained or made; and


 


4.7This Amendment
has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium
or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


5.Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.


 


6.Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto
and (b) Borrower’s payment of an amendment fee in an amount equal to $17,500.


 


7.Governing
Law. This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with
the laws of the State of California.


 


[Signature page follows.]


 




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In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first
written above.


 


 


	BANK	 	BORROWER
	 	 	 	 	 
	Silicon Valley Bank	 	Research Solutions, Inc.
	 	 	 	 
	By: 	 	 	By: 	 
	Name:  	 	 	Name:  	 
	Title:  	 	 	Title:  	 
	 	 	 	 	 
	 	 	 	BORROWER	 
	 	 	 	 	 
	 	 	 	Reprints Desk, Inc.
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	Name:  	 
	 	 	 	Title:  	 


 


 




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EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


 


	TO:	SILICON VALLEY BANK	Date:  	 
	FROM:  	RESEARCH SOLUTIONS, INC. on behalf of itself and the other Borrowers


 


The undersigned authorized officer of RESEARCH
SOLUTIONS, INC. (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between
Borrowers and Bank (the “Agreement”):


 


(1) Borrowers are in complete compliance
for the period ending _______________ with all required covenants except as noted below; (2) there are no Events of Default;
(3) all representations and warranties in the Agreement are true and correct in all material respects on this date except
as noted below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and
warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;
(4) Borrowers, and each of their Subsidiaries, has timely filed all required tax returns and reports, and Borrowers have timely
paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrowers except as otherwise
permitted pursuant to the terms of Section 5.9 of the Agreement; and (5) no Liens have been levied or claims made against
any Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrowers have not previously
provided written notification to Bank.


 


Attached are the required documents supporting
the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period
to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be
requested at any time or date of determination that Borrowers are not in compliance with any of the terms of the Agreement, and
that compliance is determined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined
herein shall have the meanings given them in the Agreement.


 


Please indicate compliance status by circling Yes/No under
“Complies” column. 


 


	Reporting Covenant	Required	Complies
	 	 	 
	Monthly financial statements with 

Compliance Certificate	Monthly within 30 days	Yes   No
	Annual projections	FYE within 30 days	Yes   No
	10-Q, 10-K and 8-K	Within 5 days after filing with SEC	Yes   No
	A/R & A/P Agings	Monthly within 20 days	Yes   No
	Transaction Report	
        Weekly and with each Advance request when not on Streamline,

        Monthly within 20 days and with each

        Advance request when on Streamline
	Yes   No
	 
	
        The following Intellectual Property was registered (or a registration
        application submitted) after the Effective Date

        (if no registrations, state “None”)

        ___________________________________________________________________________________________

        ___________________________________________________________________________________________

         




 



    			 



     

    



 




	Financial Covenant	Required	Actual	Complies
	 	 	 	 
	Maintain on a Monthly Basis:	 	 	 
	Minimum Quick Ratio	0.80:1.0	_____:1.0	Yes   No
	Minimum Tangible Net Worth	
        For month

        ending

        10/31/15 and each month thereafter:

        $600,000*
	  $_________	Yes   No
	 	 	 	 
	
        *plus (i) fifty percent (50%) of quarterly Net Income (for
        the quarter ending December 31, 2015) and (ii) fifty percent (50%) of issuances of equity and Subordinated Debt after October 1,
        2015.

         



*


	Streamline Period	Applies
	 	 	 
	Net Cash at least $800,000 at all times	Streamline Period in Effect	Yes   No
	Net Cash less than $800,000 at any time	Streamline Period not in Effect	Yes   No


 


 


The following financial covenant analyses and information set
forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.


 


The following are the exceptions with respect to the certification
above: (If no exceptions exist, state “No exceptions to note.”)


 





 






 


 






  


 






 


	RESEARCH SOLUTIONS, INC. on behalf of itself and the other Borrowers	 	BANK USE ONLY
	 	 	 	 	 
	By:	 	 	Received by: 	 
	Name:	 	 	 	authorized signer
	Title:	 	 	Date:	 
	 	 	 	 	 
	 	 	 	Verified:	 
	 	 	 	 	authorized signer
	 	 	 	Date:	 
	 	 	 	 	 
	 	 	 	Compliance Status:    Yes    No


 


 


 




    			 



     

    

 


Schedule 1 to Compliance Certificate


 


Financial Covenants of Borrowers


 


 


In the event of a conflict between this Schedule and the Loan
Agreement, the terms of the Loan Agreement shall govern.


 


Dated:____________________


 


I.Quick Ratio (Section 6.7(a))


 


Required:0.80:1.00


 


Actual: 


 


	A.	Aggregate value of the unrestricted cash of Borrowers	
        $            

        

	B.	Aggregate value of the net billed accounts receivable of Borrowers 	
        $            

        

	C.	Quick Assets (the sum of lines A and B)	
        $            

        

	D.	Aggregate value of Obligations to Bank	
        $            

        

	E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrowers’ consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year	
         

        $            

	F.	Current Liabilities (the sum of lines D and E)	
        $            

	G.	Quick Ratio (line C divided by line F)	            





 


Is line G equal to or greater than 0.80:1:00?


 


	 	____  No, not in compliance	 	____  Yes, in compliance







  




    			 



     

    

 


II.Tangible Net Worth (Section 6.7(b))


 


		Required:	$600,000 for October 2015 and each month ending thereafter plus each of the foregoing increasing
by (i) fifty percent (50%) of quarterly Net Income (starting with the quarter ending December 31, 2015) plus (ii) fifty percent
(50%) of issuances of equity and Subordinated Debt after October 1, 2015.



 


Actual:


 


	A.	Aggregate value of total assets of Borrower and its Subsidiaries	
        $            

	B.	Aggregate value of goodwill of Borrower and its Subsidiaries	
        $            

	C.	Aggregate value of intangible assets of Borrower and its Subsidiaries	
        $            

	D.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness	
        

$            

	E.	Aggregate value of Indebtedness of Borrower subordinated to Borrower’s Indebtedness to Bank	
        $            

        

	F.	Tangible Net Worth (line A minus line B minus line C minus line D plus line E)	
        $            



  





Is line F equal to or greater than the applicable Required Amount?


 


	 	____  No, not in compliance	 	____  Yes, in compliance