Exhibit 10.3


 


NEITHER THIS WARRANT NOR THE SECURITIES
INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


RESEARCH SOLUTIONS, INC. 


 


COMMON STOCK PURCHASE WARRANT


 


	Warrant No.___________	Original Issue Date:  June __, 2016
	Initial Holder: [                     ]	No. of Shares Subject to Warrant: [            ]
	 	Initial Exercise Price Per Share: $1.25 (subject to the adjustment pursuant to Section 9)
	 	Expiration Time:  5:00 p.m., New York time, on ___, 2021 


 


Research Solutions,
Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, the Initial Holder shown
above, or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to the
number of shares of its common stock, par value $0.001 per share (the “Common Stock”), shown above (each such
share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price
shown above (as may be adjusted from time to time as provided herein, the “Exercise Price”), at any time and
from time to time on or after the original issue date indicated above (the “Original Issue Date”) and through
and including the expiration time shown above (the “Expiration Time”), and subject to the following terms and
conditions:


 


This Warrant is being
issued pursuant to a Securities Purchase Agreement, dated June 23, 2016 (the “SPA”), by and among the Company,
the Initial Holder and the other parties thereto.


 


1.            
Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the SPA.


 


2.            
List of Warrant Holders.  The Company shall register this Warrant, upon records to be maintained by the Company for
that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder
or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). 
The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 




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3.            
List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant
in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock,
in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder
has in respect of this Warrant.


 


4.            
Exercise and Duration of Warrant.


 


(a)         
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Section 4 at any
time and from time to time on or after the Original Issue Date and through and including the Expiration Time. At the Expiration
Time, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be
terminated and shall no longer be outstanding.


 


(b)          
The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “Exercise
Notice”), completed and duly signed, and (ii) if such Holder is not utilizing the cashless exercise provisions set forth
in this Warrant, payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise
Price for the number of Warrant Shares as to which this Warrant is being exercised. The Holder shall be required to deliver the
original Warrant in order to effect an exercise hereunder. The date such items are delivered to the Company (as determined in accordance
with the notice provisions hereof) is an “Exercise Date.” Execution and delivery of the Exercise Notice shall
have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares.


 


(c)          Notwithstanding
anything contained herein to the contrary, if at the time of exercise hereof there is no effective registration statement registering,
or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, the Holder may, in its
sole discretion, exercise this Warrant for all or any portion of the Warrant Shares for which no effective registration statement
is available and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment
of the Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined
according to the following formula (a “Cashless Exercise”):


 


Net Number = (A x
B) - (A x C)


B


 


For purposes of the foregoing
formula:


 


		A=	the total number of shares with respect to which this Warrant is then being exercised.



 




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		B=	the average of the closing prices of the shares of Common Stock on the three (3) Trading Days immediately
preceding the Exercise Date.



 


		C=	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.



 


For purposes of Rule
144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company,
it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the
holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the Offering pursuant to which
the Company was obligated to issue this Warrant.


 


(d)          
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant
to the terms hereof.


 


5.            Delivery
of Warrant Shares.


 


(a)          
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise
Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names
as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise containing the legend referred to
in Section 4.1(b) of the SPA or a substantially similar legend. Certificates representing Warrant Shares shall be eligible for
removal of the restrictive legend (and the Company shall comply with Section 4.1(c) of the SPA as to the removal of the restrictive
legend on certificates representing the Warrant Shares): (i) following any sale of such Warrant Shares pursuant to the plan of
distribution in an effective registration statement (in compliance with any prospectus delivery requirements) or (ii) following
a sale or transfer of such Warrant Shares pursuant to Rule 144 (assuming the transferee is not an Affiliate of the Company), or
(iii) while such Warrant Shares are eligible for sale by the Holder or its transferred without the requirement for the Company
to be in compliance with the current public information required under Rule 144 as to such Securities and without volume or manner-of-sale
restrictions. “Trading Day” shall mean a date on which the Company’s Common Stock trades on its principal
trading market. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to
have become the holder of record of such Warrant Shares as of the Exercise Date.  The Company shall, upon the written request
of the Holder, use commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically
through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions,
if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer
agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation.  If as of the time
of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them
except in compliance with all applicable securities laws.


 




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(b)          
To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective
of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance
of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at
law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to
the terms hereof.


 


(c)          
If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or
electronic) representing the Warrant Shares pursuant to the terms hereof by applicable delivery date, then, the Holder will have
the right to rescind such exercise.


 


6.            
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant
shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.


 


7.            
Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause
to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a
New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary
and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant
is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as
a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.            
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate
of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares
upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable
and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly
and validly authorized, issued and fully paid and nonassessable.


 




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9.            
Certain Adjustments to Exercise Price. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant
are subject to adjustment from time to time as set forth in this Section 9.


 


(a)    Adjustments
for Stock Splits and Combinations and Stock Dividends. If the Company shall at any time or from time to time after the
date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock,
then the Exercise Price shall be proportionately adjusted. Any adjustments under this Section 9(a) shall be effective at the close
of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.


 


(b)    Merger Sale,
Reclassification, etc. In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving
entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to
shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion
of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities
of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the
date hereof, then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled
to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation,
merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property
to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior
thereto.


 


10.          
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one Warrant Share as reported by the applicable Trading Market on the Exercise Date.


 


11.          
Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise
Notice) shall be delivered in accordance with the procedures set forth in Section 6.3 of the SPA.


 


12.          
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder,
the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 




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13.         
No Net Cash
Settlement. Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash
settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock
underlying this Warrant is registered pursuant to an effective registration statement; provided, however, that the foregoing will
not preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its registration obligations
to the Holder.


 


14.          
Miscellaneous.


 


(a)          
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder, or their successors and assigns.


 


(b)          
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of this Warrant, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS,
OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(c)          
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(d)          
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 




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(e)          
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a
stockholder with respect to the Warrant Shares.


 


(f)          
No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and
no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price
of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	RESEARCH SOLUTIONS, INC. 
	 	 	 
	 	By:	 
	 	 	Name: Peter Derycz
	 	 	Title: Chief Executive Officer


 




     


     


    

 


RESEARCH SOLUTIONS, INC. 


 


EXERCISE NOTICE


 


Ladies and Gentlemen:


 


(1)          
The undersigned hereby elects to exercise the above-referenced Warrant with respect to ______________ shares of Common Stock. 
Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2)          
The Holder intends that payment of the Exercise Price shall be made as (check one):


 


 ̈           
Cash Exercise under Section 4(b)


 ̈            Cashless
Exercise under Section 4(c) (assuming conditions precedent are met)


 


(3)          
If the Holder has elected a Cash Exercise, the holder shall pay the sum of $ ______________ to the Company in accordance with the terms of the Warrant.


 


(4)          
Pursuant to this Exercise Notice, the Company shall deliver to the Holder ________________ Warrant Shares determined in accordance
with the terms of the Warrant.





	 	 	 	 	 
	Dated: 	 	 	HOLDER:
	 	 	 
	 	 	 
	 	 	Print name 
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Title: 	 


 




     


     


    

 


RESEARCH SOLUTIONS, INC. 


 


FORM OF ASSIGNMENT


To be completed and signed only upon transfer
of Warrant


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________
shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the
books of the Company with full power of substitution in the premises.





	 	 	 	 	 
	Dated: 	 	 	TRANSFEROR:
	 	 	 
	 	 	 
	 	 	Print name 
	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	 	TRANSFEREE:
	 	 	 
	 	 	 
	 	 	Print name 
	 	 	 
	 	 	By: 	 
	 	 	 	 
	 	 	Title: 	 
	WITNESS:	 	 	 
	 	 	Address of Transferee:
	 	 	 	 
	Print name