AMENDMENT
TO LOAN AND SECURITY AGREEMENT


 


This AMENDMENT
to Loan and Security Agreement (this “Amendment”) is entered into this 29 day of March 2014, by and between
Silicon Valley Bank (“Bank”) and Research Solutions, Inc., a Nevada corporation and Reprints Desk, Inc., a Delaware
corporation (jointly and severally, the “Borrower”).


 


Recitals


 


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


 


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


 


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


 


Agreement


 


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


 


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


 


2.          Amendments
to Loan Agreement. 


 


2.1           Modified
Permitted Investments. Subclause (l) of the definition of “Permitted Investments” set forth in Section 13.1 of
the Loan Agreement is hereby amended and shall read as follows:


 


(l)          From
November 1, 2013 through June 30, 2014, an aggregate cash Investment (up to a maximum of $333,333) equal to one-third (33.33%)
of the amount of proceeds received by Research Solutions, Inc. from the exercise of Research Solutions, Inc. warrants held by investors
which warrants have an exercise price of $2.00 per share and an expiration date of on or before November 30, 2013 (the “Inducement
Warrants”), provided that no Event of Default has occurred and is continuing both before and after giving effect to each
such cash Investment.


 




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2.2           Modified
Permitted Investments. The following subclause (m) is hereby added at the end of the definition of “Permitted Investments”
set forth in Section 13.1 of the Loan Agreement and shall read as follows:


 


(m)          From
the date of Research Solutions, Inc.’s public offering registration of its common stock (approximately April 2014) (the “Public
Offering”) through March 31, 2015, an aggregate cash Investment (up to a maximum of $750,000) equal to five percent (5.0%)
of the amount of proceeds received by Research Solutions, Inc. from the Public Offering, provided that no Event of Default has
occurred and is continuing both before and after giving effect to each such cash Investment.


 


3.          Limitation
of Amendments.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


6.          Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto
and (b) Borrower’s payment of an amendment fee in an amount equal to $5,000.


 


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


 


[Signature page follows.]


 




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


 


	BANK	 	BORROWER
	 	 	 
	Silicon Valley Bank	 	Research Solutions, Inc.
	 	 	 	 	 
	By:	/s/ Kevin Fleischman	 	By:	/s/ Alan Urban
	Name:	Kevin Fleischman	 	Name:	Alan Urban
	Title:	Vice President	 	Title:	CFO
	 	 	 	 	 
	 	 	 	BORROWER
	 	 	 	 
	 	 	 	Reprints Desk, Inc.
	 	 	 	 	 
	 	 	 	By:	/s/ Alan Urban
	 	 	 	Name:	Alan Urban
	 	 	 	Title:	CFO