Exhibit 10.2


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2016, by and among Research
Solutions, Inc., a Nevada corporation (the “Company”) and the investors identified on Schedule A hereto
(each, including their respective successors and assigns, an “Investor” and collectively, the “Investors”).


 


WHEREAS, in
connection with the Securities Purchase Agreement by and among the parties hereto dated as of June 23, 2016 (the “Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement,
to issue and sell to each Investor units comprised of (i) one share of the Company’s common stock, $0.001 par value per share
(“Common Stock”) and (ii) a warrant to purchase thirty percent (30%) of one share of Common Stock at an exercise
price of $1.25 per whole share; and


 


WHEREAS, in
accordance with the terms of the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities
Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Investors hereby agree as follows:


 


1.          Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement will have the respective meanings
given such terms in the Purchase Agreement. As used in this Agreement, the following terms have the respective meanings set forth
in this Section 1 and other terms are defined throughout this Agreement:


 


“Commission
Comments” means written comments pertaining solely to Rule 415 which are received by the Company from the
Commission to a filed Registration Statement, which either (i) requires the Company to limit the number of Registrable Securities
which may be included therein to a number which is less than the number sought to be included thereon as filed with the Commission
or (ii) requires the Company to either exclude Registrable Securities held by specified Holders or deem such Holders to be underwriters
with respect to Registrable Securities they seek to include in such Registration Statement.


 


“Effective Date”
means, as to a Registration Statement, the date on which such Registration Statement is first declared effective by the Commission.


 




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“Effectiveness
Date” means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the
earlier of: (i) the 120th day following the Final Closing Date and (ii) the fifth Trading Day following the date on
which the Company is notified by the Commission that the initial Registration Statement will not be reviewed or is no longer subject
to further review and comments; (b) with respect to any additional Registration Statements required to be filed pursuant to Section
2(a), the earlier of: (i) the 90th day following the applicable Filing Date for such additional Registration Statement(s)
and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such additional Registration
Statement(s) will not be reviewed or is no longer subject to further review; (c) with respect to any additional Registration Statements
required to be filed solely due to SEC Restrictions, the earlier of: (i) the 90th day following the applicable Restriction
Termination Date and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such
Registration Statement will not be reviewed or is no longer subject to further review and comments; (d) with respect to a Registration
Statement required to be filed under Section 2(c), the earlier of: (i) the 90th day following the date on which the
Company becomes eligible to utilize Form S-3 to register the resale of Common Stock, and (ii) the fifth Trading Day following the
date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject
to further review and comments.


 


“Effectiveness
Period” means, as to any Registration Statement required to be filed pursuant to this Agreement, the period commencing
on the Effective Date of such Registration Statement and ending on (a) the date that all of the Registrable Securities covered
by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, or (b) such
time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without restriction
pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Company's transfer agent and the affected Holders.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Filing Date”
means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the 30th
day following the Final Closing Date; (b) with respect to any additional Registration Statements required to be filed pursuant
to Section 2(a), the 30th day following the Effective Date for the last Registration Statement filed pursuant to this
Agreement under Section 2(a); (c) with respect to any additional Registration Statements required to be filed due to SEC Restrictions,
the 30th day following the applicable Restriction Termination Date; and (d) with respect to a Registration Statement
required to be filed under Section 2(c), the 30th day following the date on which the Company becomes eligible to utilize
Form S-3 to register the resale of Common Stock.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities and,
if other than an Investor, a Person to whom the rights hereunder have been properly assigned pursuant to Section 7 hereof.


 


“Investment
Amount” means, with respect to each Investor, the Investment Amount indicated on such Investor’s signature page
to this Agreement, which is also reflected on the Schedule of Investors attached hereto as Schedule A.


 


“New York Courts”
means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 




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“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Registrable
Securities” means: (i) any shares of Common Stock included in the Units issued to Investors pursuant to the Purchase
Agreement, (ii) any shares of Common Stock issuable upon the exercise of the Warrants issued to the Investors pursuant to the Purchase
Agreement, (iii) any shares of Common Stock issuable upon the exercise of warrants issued to any placement agent as compensation
in connection with the financing that is the subject of the Purchase Agreement (“Placement Agent Warrant Shares”)
and (iv) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event,
or any price adjustment as a result of such stock splits, reverse stock splits or similar events with respect to any of the securities
referenced in (i) – (iv) above. Notwithstanding the foregoing, a security shall cease to be a Registrable Security for purposes
of this Agreement from and after such time as the Holder of such security may resell such security without restriction under Rule
144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable
to the Company’s transfer agent and the affected Holders.


 


“Registration
Statement” means the initial registration statement required to be filed in accordance with Section 2(a) and any additional
registration statements required to be filed under this Agreement, including in each case the Prospectus, amendments and supplements
to such registration statements or Prospectus, including pre- and post- effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference therein.


 


“Required Holders”
means the Holders of at least a majority of the Registrable Securities acting in accordance with the authority granted under Section
2.8 of the Purchase Agreement.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 




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“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Selling Holder
Questionnaire” means the selling security holder notice and questionnaire attached as Annex B hereto.


 


“Trading Market”
means any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
Market, the OTCBB, the OTCQB, the OTCQX or any other market on which the Common Stock is listed or quoted for trading on the date
in question.


 


2.           Registration.


 


(a)          On
or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering
the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall
be filed on Form S-1 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization
of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided
by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” attached hereto as Annex A. The
Company shall cause each Registration Statement required to be filed under this Agreement to be declared effective under the Securities
Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its commercially reasonable efforts
to keep each such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York
City time) on the Business Day immediately following the Effective Date of each Registration Statement, the Company shall file
with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales
pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). If for any reason
other than due solely to SEC Restrictions (as defined below), a Registration Statement is effective but not all outstanding Registrable
Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the applicable Filing Date an
additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to be
made on a continuous basis pursuant to Rule 415.


 




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(b)          Notwithstanding
anything to the contrary contained in this Section 2, if the Company receives Commission Comments, and following discussions with
and responses to the Commission in which the Company uses its commercially reasonable efforts to cause as many Registrable Securities
for as many Holders as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing
any Holder as an underwriter unless such characterization is consistent with written information provided by the Holder in the
Selling Holder Questionnaire (and in such regard uses its commercially reasonable efforts to cause the Commission to permit any
Holder or its counsel to participate in Commission conversations on such issue together with the Company’s counsel, and timely
conveys relevant information concerning such issue with the Holders or their counsel) (the day that such discussions and responses
are concluded shall be referred to as the “Tolling Date”), the Company is unable to cause the inclusion of all
Registrable Securities, then the Company may, following not less than three (3) Trading Days prior written notice to the Holders
(i) remove from the Registration Statement such Registrable Securities (the “Cut Back Shares”) and/or (ii) agree
to such restrictions and limitations on the registration and resale of the Registrable Securities, in each case as the Commission
may require in order for the Commission to allow such Registration Statement to become effective; provided, that in no event
may the Company characterize any Holder as an underwriter unless such characterization is consistent with written information provided
by the Holder in the Selling Holder Questionnaire (collectively, the “SEC Restrictions”). Unless the SEC Restrictions
otherwise require, any cut-back imposed pursuant to this Section 2(b) shall be allocated among the Registrable Securities of the
Holders on a pro rata basis. No liquidated damages under Section 2(d) shall accrue on or as to any Cut Back Shares, and the required
Effectiveness Date for such Registration Statement will be tolled until such time as the Company is able to effect the registration
of the Cut Back Shares in accordance with any SEC Restrictions if such Registrable Securities cannot at such time be resold by
the Holders thereof without restrictions pursuant to Rule 144 (such date, the “Restriction Termination Date”).
From and after the Restriction Termination Date, all provisions of this Section 2 shall again be applicable to the Cut Back Shares
(which, for avoidance of doubt, retain their character as “Registrable Securities”) if such Registrable Securities
cannot at such time be resold by the Holders thereof without volume limitations pursuant to Rule 144 so that the Company will be
required to file with and cause to be declared effective by the Commission such additional Registration Statements in the time
frames set forth herein as necessary to ultimately cause to be covered by effective Registration Statements all Registrable Securities.
For the avoidance of doubt, the time period starting from the Tolling Date and ending with the Restriction Termination Date shall
be excluded in calculating the applicable Effectiveness Date.


 


(c)          Promptly
following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities
for resale, the Company shall file a Registration Statement on Form S-3 covering all Registrable Securities (or a post-effective
amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by
the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter,
but in any event by the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant
to written comments received from the Commission upon a review of such Registration Statement, other than as to the characterization
of any Holder as an underwriter, which shall not occur unless such characterization is consistent with written information provided
by the Holder in the Selling Holder Questionnaire) the “Plan of Distribution” attached hereto as Annex A. The
Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities
Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective
Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities
Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing
is technically required under such Rule).


 




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(d)          If:
(i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this
Agreement to be included therein, or (ii) a Registration Statement is not declared effective by the Commission on or prior to its
required Effectiveness Date or if by the Business Day immediately following the Effective Date the Company shall not have filed
a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus
is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor,
such Registration Statement ceases for any reason to be effective and available to the Investors as to the Registrable Securities
to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of
30 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,”
and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such
30 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights
the Investors may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such
Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall
pay to each Investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment
Amount paid by such Investor pursuant to the Purchase Agreement. The parties agree that in no event will the Company be liable
for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors in any single
month and the maximum aggregate liquidated damages payable to a Investor under this Agreement shall be ten percent (10%) of the
aggregate Investment Amount paid by such Investor pursuant to the Purchase Agreement per Event. The partial liquidated damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event (except
in the case of the first Event Date), and shall cease to accrue (unless earlier cured) upon the expiration of the Effectiveness
Period.


 


(e)          Each
Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling
Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a Holder in a Registration
Statement and shall not be required to pay any liquidated or other damages under Section 2(d) to any Holder who fails to furnish
to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).


 


3.           Registration
Procedures. In connection with the Company’s registration obligations hereunder:


 


(a)          The
Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto in which the “Selling
Stockholder” section thereof differs from the disclosure received from a Holder in its Selling Holder Questionnaire (as amended
or supplemented). The Company shall not file a Registration Statement, any Prospectus or any amendments or supplements thereto
in which it (i) characterizes any Holder as an underwriter, unless such characterization is consistent with written information
provided by the Holder in the Selling Holder Questionnaire, (ii) excludes a particular Holder due to such Holder refusing to be
named as an underwriter, or (iii) reduces the number of Registrable Securities being registered on behalf of a Holder except pursuant
to, in the case of subsection (iii), the Commission Comments, without, in each case, such Holder’s express written authorization,
unless such reduction is made pursuant to Section 2(b) hereof. The Company shall also ensure that each Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of
prospectuses, in the light of the circumstances in which they were made) not misleading.


 




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(b)          The
Company shall (i) prepare and file with the Commission such amendments, including post-effective amendments, to each Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or
amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission
with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders
true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that would not
result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statement(s) and the disposition
of all Registrable Securities covered by each Registration Statement.


 


(c)          The
Company shall notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading
Days prior to such filing and, in the case of (v) below, not less than three Trading Days prior to the financial statements in
any Registration Statement becoming ineligible for inclusion therein) and (if requested by any such Person) confirm such notice
in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will
be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement
(the Company shall provide true and complete copies thereof and all written responses thereto that pertain to the Holders as a
Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and
non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or
supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of
any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration
Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 




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(d)          The
Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Holders of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


(e)          The
Company shall furnish to the Holders, without charge and at the option of the Company in electronic format, at least one conformed
copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by the Holders (including
those previously furnished) promptly after the filing of such documents with the Commission.


 


(f)          The
Company shall promptly deliver to the Holders, without charge, as many copies of each Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as the Holders may reasonably request. The Company hereby consents
to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering
and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.


 


(g)          Prior
to any public offering of Registrable Securities, the Company shall register or qualify such Registrable Securities for offer and
sale under the securities or Blue Sky laws of all jurisdictions within the United States as any Holder may request, to keep each
such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other
acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by
the Registration Statements; provided, however, in connection with any such registration or qualification, the Company
shall not be required to (i) qualify to do business in any jurisdiction where the Company would not otherwise be required to qualify,
(ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any jurisdiction,
or (iv) make any change to the Company’s articles of incorporation or bylaws.


 


(h)          The
Company shall cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statement(s), which certificates shall be free, to the
extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may request.


 




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(i)          Upon
the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible, the Company shall prepare a supplement
or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(j)          The
Company shall notify the Holders in writing of the happening of any event, as promptly as practicable after becoming aware
of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to
correct such untrue statement or omission. The Company shall also promptly notify the Holders in writing when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment
has become effective.


 


(k)          If
any Holder is required under applicable securities laws to be described in the Registration Statement as an underwriter, at the
reasonable request of such Holder, the Company shall furnish to such Holder, on the date of the effectiveness of the Registration
Statement and thereafter from time to time on such dates as a Holder may reasonably request: (i) a letter, dated such date, from
the Company’s independent certified public accountants in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed to the Holders, and (ii) an opinion, dated as
of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance reasonably
acceptable to such counsel and as is customarily given in an underwritten public offering, addressed to the Holders.


 


(l)          The
Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless:
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning a Holder
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or
to obtain a protective order for, such information.


 




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(m)          The
Company shall use its commercially reasonable efforts to cause all of the Registrable Securities covered by a Registration Statement
to be listed on each national securities exchange on which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section 3(m).


 


(n)          The
Company shall cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend to the extent permitted by the Purchase
Agreement) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates
to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names
as the Holders may request.


 


(o)          If
requested by a Holder, the Company shall as soon as practicable: (i) incorporate in a prospectus supplement or post-effective amendment
such information as a Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make
all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement
if reasonably requested by a Holder holding any Registrable Securities.


 


4.            Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed
or quoted for trading, (B) with respect to filings with FINRA by any underwriter’s counsel for compensation review pursuant
to FINRA Rule 5110, and (C) in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including,
without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by a Holder), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection
with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company
be responsible for any broker or similar commissions incurred by any Holder or, except to the extent provided for in the Transaction
Documents, any legal fees or other cost of the Holders in connection with this Agreement.


 




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5.            Indemnification.


 


(a)          Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, agents, investment advisors, partners, members and employees of each of them, each Person who controls
any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and reasonable
attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue
or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder
furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to
such Holder or such Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding
of which the Company is aware in connection with the transactions contemplated by this Agreement.


 


(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon any untrue statement of
a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading to the extent, but only to the extent that, such untrue statements or omissions are
based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder's proposed method of distribution of Registrable Securities
and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus
or such form of Prospectus or in any amendment or supplement thereto. In no event shall the liability of any selling Holder hereunder
be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.


 




    	 	11	 



     


    

 


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall
be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that
such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.


 


An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party); provided,
that, the Indemnifying Party shall pay for no more than two separate sets of counsel for all Indemnified Parties and such legal
counsel shall be selected by the Required Holders. The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


 


All fees and expenses
of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing
to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred,
within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined
that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require
such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that
such Indemnified Party is not entitled to indemnification hereunder).


 




    	 	12	 



     


    

 


(d)          Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or
otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault
of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys' or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such
fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or
by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 5(d), (i) no Person involved in the sale of Registrable Securities which
Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with
such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty
of fraudulent misrepresentation; and (ii) no Holder shall be required to contribute, in the aggregate, any amount in excess of
the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding
exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties.


 


6.            Reports
Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 or any other similar rule or
regulation of the SEC that may at any time permit the Holders to sell Registrable Securities of the Company to the public without
registration, the Company agrees, for so long as Registrable Securities are outstanding and held by the Holders, to:


 


(a)          make
and keep public information available, as those terms are understood, defined and required in Rule 144;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and


 


(c)          furnish
to each Holder so long as such Holder owns Registrable Securities, promptly upon request, such information as may be reasonably
and customarily requested to permit the Holders to sell such securities pursuant to Rule 144 without registration.


 




    	 	13	 



     


    

 


7.            Assignment
of Registration Rights. The rights under this Agreement shall be automatically assignable by the Investors to any permitted
transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within five (5) Business
Days after such assignment; (ii) the Company is, within five (5) Business Days after such transfer or assignment, furnished with
written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration
rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such
securities by the transferee or assignee is restricted under the Securities Act or applicable state securities laws; (iv) at or
before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee
agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been
made in accordance with the applicable requirements of the Purchase Agreement.


 


8.            Miscellaneous.


 


(a)          Third
Party Beneficiary. The Placement Agent is an intended third party beneficiary of this Agreement and shall have all of the rights
of an “Investor” under this Agreement and the shares of Common Stock issuable upon the exercise of the warrants issued
to the Placement Agent (and any capital stock of the Company issued or issuable, with respect to the warrants issued to the Placement
Agent as a result of any stock split, stock dividend, recapitalization, exchange, anti-dilution adjustment or similar event or
otherwise, without regard to any limitations on exercises of the warrants, if any) constitute Registrable Securities for all purposes
of this Agreement.


 


(b)          Remedies.
In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.


 


(c)          No
Piggyback on Registrations. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant
hereto) may include securities of the Company in a Registration Statement other than the Registrable Securities, and the Company
shall not during the Effectiveness Period enter into any agreement providing any such right to any of its security holders.


 


(d)          Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to the Registration Statement.


 




    	 	14	 



     


    

 


(e)          Discontinued
Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder's receipt of the copies of the supplemented Prospectus
and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the
use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings
that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide
appropriate stop orders to enforce the provisions of this paragraph.


 


(f)          Piggy-Back
Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination
and, if within fifteen calendar days after receipt of such notice, any such Holder shall so request in writing, the Company shall
include in such registration statement all or any part of such Registrable Securities such holder requests to be registered, subject
to customary underwriter cutbacks applicable to all holders of registration rights.


 


(g)          Amendments
and Waivers. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders.
Any amendment or waiver effected in accordance with this Section 8(g) shall be binding upon each Investor and the Company. No such
amendment shall be effective to the extent that it applies to less than all of the Holders. No consideration shall be offered or
paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
also is offered to all of the parties to this Agreement. Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities to
which such waiver or consent relates.


 


(h)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered if delivered in accordance with Section 6.3 of the Purchase Agreement.


 


(i)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without
the prior written consent of each Holder. Each Holder may assign their respective rights hereunder in the manner and to the Persons
as permitted under the Purchase Agreement.


 




    	 	15	 



     


    

 


(j)          Execution
and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature
is delivered by facsimile or email transmission, such signature shall create a valid binding obligation of the party executing
(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or email signature
were the original thereof.


 


(k)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement 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 Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or
agents) will be commenced in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of
the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not
personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient
forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such
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 Agreement 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 hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.


 


(l)          Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.


 


(m)          Entire
Agreement. This Agreement, the other Transaction Documents (as defined in the Purchase Agreement) and the instruments referenced
herein and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Agreement, the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements
and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 




    	 	16	 



     


    

 


(n)          Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


(o)          Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(p)          Independent
Nature of Holders' Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with
the obligations of each other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any
other Holder under this Agreement. Nothing contained herein or in any Transaction Document, and no action taken by any Holder pursuant
thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity,
or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by this Agreement or any other Transaction Document. Each Holder acknowledges that no other Holder will
be acting as agent of such Holder in enforcing its rights under this Agreement. Each Holder shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary
for any other Holder to be joined as an additional party in any Proceeding for such purpose. The Company acknowledges that each
of the Holders has been provided with the same Registration Rights Agreement for the purpose of closing a transaction with multiple
Holders and not because it was required or requested to do so by any Holder.


 


[Signature Page Follows]


 




    	 	17	 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	RESEARCH SOLUTIONS, INC.
	 	 	 
	 	By:	/s/ Peter Derycz
	 	 	Name: Peter Derycz
	 	 	Title: Chief Executive Officer
	 	 	 
	 	INVESTORS:
	 	 
	 	The Investors executing the Signature Page in the form attached hereto as Annex C and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.


 




     


     


    

 


Annex A


 


Plan of Distribution


 


The Selling Stockholders
and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of
their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private
transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following
methods when selling shares:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits Investors;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	through the writing of options on the shares;



 


		·	to cover short sales made after the date that this Registration Statement is declared effective
by the Commission;



 


		·	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares
at a stipulated price per share; and



 


		·	a combination of any such methods of sale.



 


The selling stockholders
may also sell shares under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), if available,
rather than under this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept any purchase
offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.


 


The selling stockholders
or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market
makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares
for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so
for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock
in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price.
We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders.
The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus,
may be deemed to be “underwriters” as that term is defined under the Securities Act, the Exchange Act and the rules
and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.


 




     


     


    

 


We are required to
pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling
stockholders, but excluding brokerage commissions or underwriter discounts.


 


The selling stockholders,
alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter.  The selling
stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement
will be entered into.


 


The selling stockholders
may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults
on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other
persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act, and
the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities
of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. In
the event that any of the selling stockholders are deemed an affiliated purchaser or distribution participant within the meaning
of Regulation M, then the selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under
Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and
certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions,
subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling
stockholders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability
of the shares.


 


If a selling stockholder
notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock, then we would be required
to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements
between the selling stockholder and the broker-dealer.  


 




     


     


    

 


Annex B


 


RESEARCH
SOLUTIONS, INC. 


 


(Omitted)


 




     


     


    

 


Annex C


 


Registration Rights Agreement


Investor Counterpart Signature Page


 


The undersigned, desiring
to: (i) enter into this Registration Rights Agreement, dated as of June 24, 2016 (the “Agreement”), between
the undersigned, Research Solutions, Inc., a Nevada corporation (the “Company”), and the other parties thereto,
in or substantially in the form furnished to the undersigned and (ii) purchase the securities of the Company appearing below, hereby
agrees to purchase such securities from the Company as of the Closing and further agrees to join the Agreement as a party thereto,
with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.


 


IN WITNESS WHEREOF,
the undersigned has executed the Agreement as of June 24, 2016.


 


	 	Name and Address, Fax No. and Social Security No./EIN of Investor:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





	 	Fax No.:	 
	 	 	 
	 	Soc. Sec. No./EIN: 	 


 


	 	If a partnership, corporation, trust or other business entity:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	If an individual:
	 	 	 
	 	Signature	 


 


	 	Investment Amount: 	 
	 	 	 
	 	Amount of Units to be

 Purchased:	 





 






     


     


    

 


	 	ADDRESS FOR NOTICE
	 	 	 
	 	c/o:	 
	 	 	 
	 	Street:	 
	 	 	 
	 	City/State/Zip:	 
	 	 	 
	 	Attention:	 
	 	 	 
	 	Tel:	 
	 	 	 
	 	Fax:	 
	 	 	 
	 	DELIVERY INSTRUCTIONS
	 	(if different from above)
	 	 	 
	 	c/o:	 
	 	 	 
	 	Street:	 
	 	 	 
	 	City/State/Zip:	 
	 	 	 
	 	Attention:	 
	 	 	 
	 	Tel:	 


 




     


     


    

 


Schedule A


 


SCHEDULE OF INVESTORS


 


	Name	 	Investment
 Amount	 	 	Number of
 Shares	 	 	Number of
 Warrants	 
	12 West Capital Fund LP	 	$	2,935,000	 	 	 	2,935,000	 	 	 	880,500	 
	12 West Capital Offshore Fund LP	 	$	2,065,000	 	 	 	2,065,000	 	 	 	619,500	 
	John Regazzi	 	$	75,000	 	 	 	75,000	 	 	 	22,500	 
	Chad Cooper	 	$	50,000	 	 	 	50,000	 	 	 	15,000	 
	Merrill McPeak	 	$	25,000	 	 	 	25,000	 	 	 	7,500	 
	Peter Derycz	 	$	20,000	 	 	 	20,000	 	 	 	6,000	 
	Marc Nissan	 	$	10,000	 	 	 	10,000	 	 	 	3,000	 
	Alan Urban	 	$	6,000	 	 	 	6,000	 	 	 	1,800	 
	Ian Palmer	 	$	5,000	 	 	 	5,000	 	 	 	1,500	 
	Scott Ahlberg	 	$	5,000	 	 	 	5,000	 	 	 	1,500	 
	Janice Peterson	 	$	4,000	 	 	 	4,000	 	 	 	1,200	 
	TOTALS	 	$	5,200,000	 	 	 	5,200,000	 	 	 	1,560,000