AMENDMENT
TO LOAN AND SECURITY AGREEMENT


 


This AMENDMENT
to Loan and Security Agreement (this “Amendment”) is entered into this 18 day of September 2013, 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           Limited
Waiver Regarding Minimum Tangible Net Worth Default. Borrower has advised Bank that Borrower has failed to comply with the
Minimum Tangible Net Worth Financial Covenant set forth in Section 6.9(b) of the Loan Agreement for the compliance period ending
July 31, 2013 (the “TNW Default”). Borrower hereby acknowledges the TNW Default. Bank and Borrower agree that the Borrower's
TNW Default is hereby waived. It is understood by the parties hereto, however, that such waiver does not constitute a waiver of
any other provision or term of the Loan Agreement or any related document, nor an agreement to waive in the future this covenant
or any other provision or term of the Loan Agreement or any related document.


 


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


 


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


 




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For the month
ending August 31, 2013 and each month ending thereafter: $750,000 plus the increase provided for below;


 


in each instance above, the dollar
amount shall be increased by (i) 50% of Net Income for the fiscal quarter ending September 30, 2013 and each fiscal quarter ending
thereafter and (ii) 50% of issuances of equity after August 1, 2013 and the principal amount of Subordinated Debt.


 


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


 


3.          Limitation
of Amendments.


 


3.1           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


 




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EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


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


 


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


 


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


 


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


 


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


 


	Reporting Covenant	 	Required	 	Complies
	 	 	 	 	 
	Monthly financial statements with 

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

        Monthly within 20 days and with each

        Advance request when on Streamline
	 	Yes   No


 


The following Intellectual Property was registered (or a registration
application submitted) after the Effective Date (if no registrations, state “None”)


 


 


 


 


	Financial Covenant	 	Required	 	Actual	 	Complies
	 	 	 	 	 	 	 
	Maintain on a Monthly Basis:	 	 	 	 	 	 
	Minimum Quick Ratio	 	0.80:1.0	 	_____:1.0	 	Yes   No
	Minimum Tangible Net Worth	 	$750,000*	 	$_________	 	Yes   No


 


*plus (i) fifty percent (50%) of quarterly Net Income and
(ii) fifty percent (50%) of issuances of equity and Subordinated Debt after August 1, 2013.


 




    	 



    	 



    

 


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


 


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





 


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


 


 


 





 


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


 




    	 



    	 



    

 


Schedule 1 to Compliance Certificate


 


Financial Covenants of Borrowers


 


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


Dated:  ____________________


 


I.           Quick
Ratio (Section 6.7(a))


 


Required:0.80:1.00


 


Actual:


 


	A.	Aggregate value of the unrestricted cash of
    Borrowers	 	$__________
	 	 	 	 
	B.	Aggregate value of the net billed accounts receivable of Borrowers	 	$__________
	 	 	 	 
	C.	Quick Assets (the sum of lines A and B)	 	$__________
	 	 	 	 
	D.	Aggregate value of Obligations to Bank	 	$__________
	 	 	 	 
	E.	Aggregate value of liabilities that should, under GAAP, be classified
    as liabilities on Borrowers’ consolidated balance sheet, including all Indebtedness, and not otherwise reflected in
    line D above that matures within one (1) year	 	$__________
	 	 	 	 
	F.	Current Liabilities (the sum of lines D and E)	 	$__________
	 	 	 	 
	G.	Quick Ratio (line C divided by line F)	 	 __________


 


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


 


	_______ No, not in compliance	 	_______ Yes, in compliance


 




    	 



    	 



    

 


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


 


Required:         (a)          $750,000
for September 2013 and each month ending thereafter


 


plus each of the foregoing increasing by (i) fifty percent (50%)
of quarterly Net Income plus (ii) fifty percent (50%) of issuances of equity and Subordinated Debt after August 1, 2013.


 


Actual:


 


	A.	Aggregate value of total assets of Borrower
    and its Subsidiaries	 	$__________
	 	 	 	 
	B.	Aggregate value of goodwill of Borrower and its Subsidiaries	 	$__________
	 	 	 	 
	C.	Aggregate value of intangible assets of Borrower and its Subsidiaries	 	$__________
	 	 	 	 
	D.	Aggregate value of liabilities that should, under GAAP, be classified
    as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness	 	$__________
	 	 	 	 
	E.	Aggregate value of Indebtedness of Borrower subordinated to Borrower’s
    Indebtedness to Bank	 	$__________
	 	 	 	 
	F.	Tangible Net Worth (line A minus line B minus line C minus line
    D plus line E)	 	$__________


 


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


 


	_______ No, not in compliance	 	_______ Yes, in compliance