10-Q - RSSS - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2021

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 001-39256

RESEARCH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	11-3797644
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Address not applicable^1^	N/A
(Address of principal executive offices)	(Zip Code)

(310) 477-0354

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of each Exchange on which registered
Common stock, $0.001 par value		RSSS		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer þ	Smaller reporting company þ
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Title of Class	Number of Shares Outstanding on May 7, 2021
Common Stock, $0.001 par value	26,352,008

^1^ In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices.

Table of Contents TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	3
Item 1. Condensed Consolidated Financial Statements (unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
PART II — OTHER INFORMATION	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6. Exhibits	32
SIGNATURES	33

Table of Contents PART 1 — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	****	March 31,		****
	****	2021		****	June 30,
		(unaudited)			2020
Assets
Current assets:
Cash and cash equivalents		$	11,233,562		$	9,311,556
Accounts receivable, net of allowance of $56,042 and $88,485, respectively			5,013,089			4,449,260
Prepaid expenses and other current assets			317,220			241,747
Prepaid royalties			743,513			720,367
Total current assets			17,307,384			14,722,930

Other assets:
Property and equipment, net of accumulated depreciation of $819,607 and $804,999, respectively			15,165			11,276
Deposits and other assets			878			6,155
Right of use asset, net of accumulated amortization of $463,022 and $390,691, respectively			—			72,331
Total assets		$	17,323,427		$	14,812,692

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	7,558,319		$	6,349,845
Deferred revenue			4,601,473			3,524,507
Lease liability, current portion			—			79,326
Total current liabilities			12,159,792			9,953,678

Commitments and contingencies

Stockholders’ equity:
Preferred stock; $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding			—			—
Common stock; $0.001 par value; 100,000,000 shares authorized; 26,352,008 and 26,032,263 shares issued and outstanding, respectively			26,352			26,032
Additional paid-in capital			26,631,985			26,134,819
Accumulated deficit			(21,373,012)			(21,176,799)
Accumulated other comprehensive loss			(121,690)			(125,038)
Total stockholders’ equity			5,163,635			4,859,014
Total liabilities and stockholders’ equity		$	17,323,427		$	14,812,692

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended						Nine Months Ended
		March 31,						March 31,
	****	2021		****	2020		****	2021		****	2020

Revenue:
Platforms		$	1,344,183		$	1,017,789		$	3,706,406		$	2,824,059
Transactions			6,996,349			7,029,617			19,832,286			20,348,898
Total revenue			8,340,532			8,047,406			23,538,692			23,172,957

Cost of revenue:
Platforms			233,696			177,919			654,651			490,897
Transactions			5,404,196			5,330,473			15,340,243			15,552,711
Total cost of revenue			5,637,892			5,508,392			15,994,894			16,043,608
Gross profit			2,702,640			2,539,014			7,543,798			7,129,349

Operating expenses:
Selling, general and administrative			2,650,504			2,544,659			7,728,990			7,956,446
Depreciation and amortization			2,066			5,510			8,828			19,908
Total operating expenses			2,652,570			2,550,169			7,737,818			7,976,354

Income (loss) from operations			50,070			(11,155)			(194,020)			(847,005)

Other income			250			23,662			884			75,738

Income (loss) from operations before provision for income taxes			50,320			12,507			(193,136)			(771,267)
Provision for income taxes			(572)			(561)			(3,077)			(7,861)

Income (loss) from continuing operations			49,748			11,946			(196,213)			(779,128)

Gain from sale of discontinued operations			—			—			—			117,445

Net income (loss)			49,748			11,946			(196,213)			(661,683)

Other comprehensive income (loss):
Foreign currency translation			(3,333)			(14,677)			3,348			(16,702)
Comprehensive income (loss)		$	46,415		$	(2,731)		$	(192,865)		$	(678,385)

Basic income (loss) per common share:
Income (loss) per share from continuing operations		$	0.00		$	—		$	(0.01)		$	(0.03)
Income per share from discontinued operations		$	—		$	—		$	—		$	—
Net income (loss) per share		$	0.00		$	—		$	(0.01)		$	(0.03)
Basic weighted average common shares outstanding			26,027,665			24,960,394			25,966,072			24,411,888

Diluted income (loss) per common share:
Income (loss) per share from continuing operations		$	0.00		$	—		$	(0.01)		$	(0.03)
Income per share from discontinued operations		$	—		$	—		$	—		$	—
Net income (loss) per share		$	0.00		$	—		$	(0.01)		$	(0.03)
Diluted weighted average common shares outstanding			26,565,892			25,717,403			25,966,072			24,411,888

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Nine Months Ended March 31, 2021

(Unaudited)


							Additional						Other			Total
		Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders’
	****	Shares	****	Amount		****	Capital		****	Deficit		****	Loss		****	Equity

Balance, December 31, 2020		26,266,008		$	26,266		$	26,709,401		$	(21,422,760)		$	(118,357)		$	5,194,550

Fair value of vested stock options		—			—			85,151			—			—			85,151

Fair value of vested restricted common stock		20,079			20			94,174			—			—			94,194

Repurchase of common stock		(10,750)			(11)			(23,101)			—			—			(23,112)

Repurchase of stock options and warrants		—			—			(308,313)			—			—			(308,313)

Common stock issued upon exercise of stock options		76,671			77			74,673			—			—			74,750

Net income for the period		—			—			—			49,748			—			49,748

Foreign currency translation		—			—			—			—			(3,333)			(3,333)

Balance, March 31, 2021		26,352,008		$	26,352		$	26,631,985		$	(21,373,012)		$	(121,690)		$	5,163,635

Balance, July 1, 2020		26,032,263		$	26,032		$	26,134,819		$	(21,176,799)		$	(125,038)		$	4,859,014

Fair value of vested stock options		—			—			504,936			—			—			504,936

Fair value of vested restricted common stock		163,553			163			280,985			—			—			281,148

Repurchase of common stock		(67,417)			(67)			(150,319)			—			—			(150,386)

Repurchase of stock options and warrants		—			—			(308,313)			—			—			(308,313)

Common stock issued upon exercise of stock options		158,609			159			88,691			—			—			88,850

Common stock issued upon exercise of warrants		65,000			65			81,186			—			—			81,251

Net loss for the period		—			—			—			(196,213)			—			(196,213)

Foreign currency translation		—			—			—			—			3,348			3,348

Balance, March 31, 2021		26,352,008		$	26,352		$	26,631,985		$	(21,373,012)		$	(121,690)		$	5,163,635

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Nine Months Ended March 31, 2020

(Unaudited)


							Additional						Other			Total
		Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders’
	****	Shares	****	Amount		****	Capital		****	Deficit		****	Loss		****	Equity

Balance, December 31, 2019		24,475,556		$	24,476		$	24,098,311		$	(21,188,186)		$	(111,610)		$	2,822,991

Fair value of vested stock options		—			—			56,712			—			—			56,712

Fair value of vested restricted common stock		12,500			13			85,513			—			—			85,526

Repurchase of common stock		(25,150)			(25)			(69,138)			—			—			(69,163)

Common stock issued upon exercise of stock options		71,666			71			(71)			—			—			—

Common stock issued upon exercise of warrants		1,500,000			1,500			1,873,500			—			—			1,875,000

Net loss for the period		—			—			—			11,946			—			11,946

Foreign currency translation		—			—			—			—			(14,677)			(14,677)

Balance, March 31, 2020		26,034,572		$	26,035		$	26,044,827		$	(21,176,240)		$	(126,287)		$	4,768,335

Balance, July 1, 2019		24,375,948		$	24,376		$	23,631,481		$	(20,514,557)		$	(109,585)		$	3,031,715

Fair value of vested stock options		—			—			552,902			—			—			552,902

Fair value of vested restricted common stock		96,478			97			255,543			—			—			255,640

Repurchase of common stock		(96,400)			(95)			(268,442)			—			—			(268,537)

Common stock issued upon exercise of stock options		158,546			157			(157)			—			—			—

Common stock issued upon exercise of warrants		1,500,000			1,500			1,873,500			—			—			1,875,000

Net loss for the period		—			—			—			(661,683)			—			(661,683)

Foreign currency translation		—			—			—			—			(16,702)			(16,702)

Balance, March 31, 2020		26,034,572		$	26,035		$	26,044,827		$	(21,176,240)		$	(126,287)		$	4,768,335

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Nine Months Ended
		March 31,
	****	2021		****	2020

Cash flow from operating activities:
Net loss		$	(196,213)		$	(661,683)
Adjustment to reconcile net loss to net cash provided by operating activities:
Gain from sale of discontinued operations			—			(117,445)
Depreciation and amortization			8,828			19,908
Amortization of lease right			72,331			89,462
Fair value of vested stock options			504,936			552,902
Fair value of vested restricted common stock			281,148			255,640
Changes in operating assets and liabilities:
Accounts receivable			(563,829)			(618,324)
Prepaid expenses and other current assets			(75,473)			133,871
Prepaid royalties			(23,146)			(566,379)
Deposits and other assets			5,360			8,094
Accounts payable and accrued expenses			1,208,474			1,311,842
Deferred revenue			1,076,966			991,981
Lease liability			(79,326)			(95,738)
Net cash provided by operating activities			2,220,056			1,304,131

Cash flow from investing activities:
Purchase of property and equipment			(11,853)			—
Net cash used in investing activities			(11,853)			—

Cash flow from financing activities:
Proceeds from the exercise of stock options			88,850			—
Proceeds from the exercise of warrants			81,251			1,875,000
Common stock repurchase and retirement			(150,386)			(268,537)
Repurchase of stock options and warrants			(308,313)			—
Net cash provided by (used in) financing activities			(288,598)			1,606,463

Effect of exchange rate changes			2,401			(14,424)
Net increase in cash and cash equivalents			1,922,006			2,896,170
Cash and cash equivalents, beginning of period			9,311,556			5,353,090
Cash and cash equivalents, end of period		$	11,233,562		$	8,249,260

Supplemental disclosures of cash flow information:
Cash paid for income taxes		$	3,077		$	7,861

See notes to condensed consolidated financial statements

Table of Contents RESEARCH SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended March 31, 2021 and 2020 (Unaudited)

Note 1. Organization, Nature of Business and Basis of Presentation

Organization

Research Solutions, Inc. (the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with two wholly owned subsidiaries: Reprints Desk, Inc., a Delaware corporation and Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of Mexico.

Nature of Business

We provide two service offerings to our customers: annual licenses that allow customers to access and utilize certain premium features of our cloud based software-as-a-service (“SaaS”) research intelligence platform (“Platforms”) and the transactional sale of published scientific, technical, and medical (“STM”) content managed, sourced and delivered through the Platform (“Transactions”). Platforms and Transactions are packaged as a single solution that enable life science and other research intensive organizations to speed up research and development activities with faster, single sourced access and management of content and data used throughout the intellectual property development lifecycle.

Platforms

Our cloud-based SaaS research intelligence platform consists of proprietary software and Internet-based interfaces sold to customers for an annual subscription fee. Legacy functionality allows customers to initiate orders, route orders for the lowest cost acquisition, manage transactions, obtain spend and usage reporting, automate authentication, and connect seamlessly to in-house and third-party software systems. Customers can also enhance the information resources they already own or license and collaborate around bibliographic information.

Additional functionality has recently been added to our Platform in the form of interactive app-like gadgets. An alternative to manual data filtering, identification and extraction, gadgets are designed to gather, augment, and extract data across a variety of formats, including bibliographic citations, tables of contents, RSS feeds, PDF files, XML feeds, and web content. We are rapidly developing new gadgets in order to build an ecosystem of gadgets. Together, these gadgets will provide researchers with an “all in one” toolkit, delivering efficiencies in core research workflows and knowledge creation processes.

Our Platform is deployed as a single, multi-tenant system across our entire customer base. Customers securely access the Platform through online web interfaces and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems. The Platform can also be configured to satisfy a customer’s individual preferences. We leverage our Platform’s efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

Transactions

Our Platform provides our customers with a single source to the universe of published STM content that includes over 70 million existing STM articles and over one million newly published STM articles each year. STM content is sold to our customers on a transaction basis. Researchers and knowledge workers in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in their research activities. These individuals are our primary users.

Our Platform allows customers to find and download digital versions of STM articles that are critical to their research. Customers submit orders for the articles they need which we source and electronically deliver to them generally in under an hour. This service is generally known in the industry as single article delivery or document delivery. We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws. We have arrangements with hundreds of content publishers that allow us to 8

Table of Contents distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of minutes.

Principles of Consolidation

The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC. The condensed consolidated balance sheet as of June 30, 2020 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required.

Cash denominated in Euros with a US Dollar equivalent of $114,525 and $134,175 at March 31, 2021 and June 30, 2020, respectively, was held by Reprints Desk in accounts at financial institutions located in Europe.

The Company has no customers that represent 10% of revenue or more for the three and nine months ended March 31, 2021 and 2020.

The Company has no customers that accounted for greater than 10% of accounts receivable at March 31, 2021 and June 30, 2020. 9

Table of Contents The following table summarizes vendor concentrations:


		Three Months Ended					Nine Months Ended
		March 31,					March 31,
	****	2021	****	****	2020		2021	****	****	2020
Vendor A		22	%		19	%	19	%		21	%
Vendor B		13	%		13	%	13	%		13	%
Vendor C		*			*		*			*

* Less than 10%

Revenue Recognition

The Company accounts for revenue in accordance ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ("ASC 606"). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. The Company adopted the guidance of ASC 606 on July 1, 2018.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

●	identify the contract with a customer;
●	identify the performance obligations in the contract;
---	---
●	determine the transaction price;
---	---
●	allocate the transaction price to performance obligations in the contract; and
---	---
●	recognize revenue as the performance obligation is satisfied.
---	---

Platforms

We charge a subscription fee that allows customers to access and utilize certain premium features of our Platform. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.

Transactions

We charge a transactional service fee for the electronic delivery of single articles, and a corresponding copyright fee for the permitted use of the content. We recognize revenue from single article delivery services upon delivery to the customer provided all other revenue recognition criteria have been met. 10

Table of Contents Deferred Revenue

Contract liabilities, such as deferred revenue, exist where the Company has the obligation to transfer services to a customer for which the entity has received consideration, or when the consideration is due, from the customer.

Cash payments received or due in advance of performance are recorded as deferred revenue. Deferred revenue is primarily comprised of cloud-based software subscriptions which are generally billed in advance. The deferred revenue balance is presented as a current liability on the Company's consolidated balance sheets.

Cost of Revenue

Platforms

Cost of Platform revenue consists primarily of personnel costs of our operations team, and to a lesser extent managed hosting providers and other third-party service and data providers.

Transactions

Cost of Transaction revenue consists primarily of the respective copyright fee for the permitted use of the content, less a discount in most cases, and to a much lesser extent, personnel costs of our operations team and third-party service providers.

Stock-Based Compensation

The Company periodically issues stock options and restricted stock awards to employees and non-employees for services. The Company accounts for such grants issued and vesting based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

Under ASC 718, Repurchase or Cancellation of equity awards, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost.

Foreign Currency

The accompanying condensed consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America are in Mexican Pesos. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities.

Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a loss of $6,648 and $8,648 for the three months ended March 31, 2021 and 2020, respectively and a gain of $35,070 and a loss of $15,315 for the nine months ended March 31, 2021 and 2020, respectively. Cash denominated in Euros with a US Dollar equivalent of $114,525 and $134,175 at March 31, 2021 and June 30, 2020, respectively, was held in accounts at financial institutions located in Europe. 11

Table of Contents The following table summarizes the exchange rates used:


	Nine Months Ended		Year Ended
	March 31,		June 30,
	2021	2020	2020	2019
Period end Euro : US Dollar exchange rate	1.17	1.10	1.12	1.14
Average period Euro : US Dollar exchange rate	1.18	1.11	1.14	1.14

Period end Mexican Peso : US Dollar exchange rate	0.05	0.04	0.04	0.05
Average period Mexican Peso : US Dollar exchange rate	0.05	0.05	0.05	0.05

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. At March 31, 2021 potentially dilutive securities include options to acquire 3,261,203 shares of common stock, warrants to acquire 220,000 shares of common stock and unvested restricted common stock of 241,197. At March 31, 2020 potentially dilutive securities include options to acquire 3,324,580 shares of common stock, warrants to acquire 385,000 shares of common stock and unvested restricted common stock of 219,926. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

Basic and diluted net loss per common share is the same for the nine months ended March 31, 2021 and 2020 because all stock options, warrants, and unvested restricted common stock are anti-dilutive. For the three months ended March 31, 2021 and 2020, the calculation of diluted earnings per share includes unvested restricted common stock, stock options and warrants, calculated under the treasury stock method.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Note 3. Line of Credit

The Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 14, 2022, and is subject to certain financial and performance covenants with which we were in compliance as of March 31, 2021. Financial covenants include maintaining an adjusted quick ratio of unrestricted cash and net accounts receivable, divided by current liabilities plus debt less deferred revenue of at least 1.15 to 1.0, and maintaining tangible net worth of $1,500,000, plus 50% of net income for the fiscal quarter ended from and after December 31, 2017, plus 50% of the dollar value of equity issuances after October 1, 2017 and the principal amount of subordinated debt. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime 12

Table of Contents rate and 5.5%. The interest rate on the line of credit was 5.5% as of March 31, 2021. The line of credit is secured by the Company’s consolidated assets.

There were no outstanding borrowings under the line as of March 31, 2021 and June 30, 2020, respectively. As of March 31, 2021, there was approximately $1,888,000 of available credit.

Note 4. Lease Obligations

On December 30, 2016, the Company entered into a 48 month non-cancellable lease for its office facilities that will require monthly payments ranging from $10,350 to $11,475 through January 2021. In accounting for the lease, the Company adopted ASU 2016-02, Leases which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. The Company classified the lease as an operating lease and determined that the value of the lease assets and liability at the inception of the lease was $463,000 using a discount rate of 3.75%. During the nine months ended March 31, 2021, the Company made payments of $79,326 towards the lease liability. As of March 31, 2021 and June 30, 2020, lease liability amounted to $0 and $79,326, respectively. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Rent expense, including real estate taxes, for the nine months ended March 31, 2021 and 2020 was $35,065 and $97,275, respectively. The right of use asset at June 30, 2020 was $72,331. During the nine months ended March 31, 2021, the Company reflected amortization of right of use asset of $72,331 related to this lease, resulting in a net asset balance of $0 as of March 31, 2021.

On October 8, 2019, the Company entered into an agreement to sublease its office facilities from November 1, 2019 through January 31, 2021, the end of the lease term, for $8,094 per month with one month of abated rent. The Company recorded rent income of $56,658 during the nine months ended March 31, 2021. This amount is reflected as an offset to rent expense that is included in general and administrative expenses in the accompanying statements of operations.

Note 5. Stockholders’ Equity

Stock Options

In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. On November 17, 2020, the Company's stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 2,374,513 to 3,374,513. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of March 31, 2021, there were 1,129,483 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan.

The majority of awards issued under the Plan vest immediately or over three years, with a one year cliff vesting period, and have a term of ten years. Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period. 13

Table of Contents The following table summarizes vested and unvested stock option activity:


		All Options					Vested Options					Unvested Options
	****		****	Weighted		****		****	Weighted		****		****	Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
		Shares		Price			Shares		Price			Shares		Price
Outstanding at June 30, 2020		3,327,580		$	1.56		3,081,745		$	1.50		245,835		$	2.34
Granted		478,143			2.27		250,000			2.13		228,143			2.43
Options vesting		—			—		136,749			2.27		(136,749)			2.27
Exercised		(274,520)			1.34		(274,520)			1.34		—			—
Forfeited/Repurchased		(270,000)			1.38		(246,250)			1.32		(23,750)			1.99
Outstanding at March 31, 2021		3,261,203		$	1.70		2,947,724		$	1.62		313,479		$	2.47

The weighted average remaining contractual life of all options outstanding as of March 31, 2021 was 5.64 years. The remaining contractual life for options vested and exercisable at March 31, 2021 was 5.27 years. Furthermore, the aggregate intrinsic value of options outstanding as of March 31, 2021 was $2,328,000, and the aggregate intrinsic value of options vested and exercisable at March 31, 2021 was $2,318,659, in each case based on the fair value of the Company’s common stock on March 31, 2021.

During the nine months ended March 31, 2021, the Company granted 478,143 options to employees with a fair value of $571,170 which amount will be amortized over the vesting period. The total fair value of options that vested during the nine months ended March 31, 2021 was $504,936 and is included in selling, general and administrative expenses in the accompanying statement of operations. As of March 31, 2021, the amount of unvested compensation related to stock options was $351,799 which will be recorded as an expense in future periods as the options vest. During the nine months ended March 31, 2021, the Company issued 158,609 net shares of common stock upon the exercise of options underlying 274,520 shares of common stock, resulting in net cash proceeds of $88,850.

On March 31, 2021 the Company repurchased options underlying 243,750 shares of stock from a former director for $213,312.50. The entire amount was charged to equity.

The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the nine months ended March 31, 2021 and 2020.


		Nine Months Ended			****
		March 31,
	****	2021	****	2020
Expected dividend yield		0	%	0	%
Risk-free interest rate		0.37% - 0.73	%	1.37% - 1.69	%
Expected life (in years)		5 - 6		5 - 6
Expected volatility		57 - 63	%	62 - 64	%

Table of Contents Additional information regarding stock options outstanding and exercisable as of March 31, 2021 is as follows:


	Option	****		****	Remaining	****
	Exercise		Options		Contractual		Options
	Price		Outstanding		Life (in years)		Exercisable
$	0.59		8,150		1.25		8,150
	0.60		5,000		1.25		5,000
	0.65		6,150		1.25		6,150
	0.70		225,000		4.68		225,000
	0.77		49,500		2.33		49,500
	0.80		16,000		4.39		16,000
	0.90		25,667		3.06		25,667
	0.97		6,000		1.25		6,000
	1.00		28,249		2.68		28,249
	1.02		2,000		1.25		2,000
	1.05		315,529		5.26		315,529
	1.07		33,898		1.54		33,898
	1.09		75,000		4.37		75,000
	1.10		105,000		4.25		105,000
	1.15		128,400		1.85		128,400
	1.20		274,000		6.30		274,000
	1.25		32,000		1.87		32,000
	1.30		243,000		0.93		243,000
	1.50		185,000		1.73		185,000
	1.59		25,000		7.12		25,000
	1.80		94,050		2.38		94,050
	1.85		17,800		2.05		17,800
	1.95		200,000		7.26		183,332
	2.13		216,708		9.64		200,000
	2.40		388,667		7.63		364,166
	2.45		173,000		9.35		—
	2.49		88,435		9.09		29,167
	2.50		20,000		8.13		13,333
	2.99		8,000		9.12		—
	3.13		258,000		8.62		254,000
	3.50		8,000		8.87		3,333
	Total		3,261,203				2,947,724

Warrants

The following table summarizes warrant activity:


	****		****	Weighted
				Average
		Number of		Exercise
		Warrants		Price
Outstanding, June 30, 2020		385,000		$	1.24
Granted		—			—
Exercised		(65,000)			1.25
Repurchased		(100,000)			1.25
Expired/Cancelled		—			—
Outstanding, March 31, 2021		220,000		$	1.24
Exercisable, June 30, 2020		385,000		$	1.24
Exercisable, March 31, 2021		220,000		$	1.24

Table of Contents The intrinsic value for all warrants outstanding as of March 31, 2021 was $238,400, based on the fair value of the Company’s common stock on March 31, 2021.

During the nine months ended March 31, 2021, certain holders of warrants to purchase shares of the Company's common stock at a per share exercise price of $1.25 exercised those warrants to purchase 65,000 shares of common stock, generating gross proceeds to the Company of $81,251.

On March 31, 2021 the Company repurchased warrants underlying 100,000 shares of stock from a former director for $95,000. The entire amount was charged to equity.

Additional information regarding warrants outstanding and exercisable as of March 31, 2021 is as follows:


		****		****	Remaining	****
	Warrant		Warrants		Contractual		Warrants
	Exercise Price		Outstanding		Life (in years)		Exercisable
$	1.19		50,000		0.73		50,000
	1.25		170,000		0.23		170,000
	Total		220,000				220,000

Restricted Common Stock

Prior to July 1, 2020, the Company issued 2,277,366 shares of restricted common stock to employees valued at $2,709,318, of which 1,871,187 shares have vested, 214,324 shares with fair value of $188,203 have been forfeited, and $1,785,857 has been recognized as an expense. The balance of the non-vested shares of restricted common stock was 191,855 at June 30, 2020.

During the nine months ended March 31, 2021, the Company issued an additional 163,553 shares of restricted stock to employees. These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $393,996 based on the market price of our common stock price of $2.41 per share on the date of grant, which will be amortized over the three-year vesting period.

The total fair value of restricted common stock vesting during the nine months ended March 31, 2021 was $281,148 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of March 31, 2021, the amount of unvested compensation related to issuances of restricted common stock was $507,145, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

The following table summarizes restricted common stock activity:


	****		****			****	Weighted
							Average
		Number of					Grant Date
		Shares		Fair Value			Fair Value
Non-vested, June 30, 2020		191,855		$	394,297		$	2.51
Granted		163,553			393,996			2.41
Vested		(114,211)			(281,148)			2.34
Forfeited		—			—			—
Non-vested, March 31, 2021		241,197		$	507,145		$	2.52

Table of Contents Common Stock Repurchase and Retirement

Effective as of February 9, 2021, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2021 on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $400,000 of outstanding common stock (at prices no greater than $4.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards. The actual number of shares repurchased will be determined by applicable employees in their discretion, and will depend on their evaluation of market conditions and other factors.

During the nine months ended March 31, 2021, the Company repurchased 67,417 shares of our common stock from employees at an average market price of approximately $2.23 per share for an aggregate amount of $150,386.

As of December 31, 2020, the 2020 plan has expired. The shares of common stock were surrendered by employees to cover tax withholding obligations with respect to the vesting of restricted stock. Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value.

Note 6. Contingencies

COVID-19

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended March 31, 2021 and 2020 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date hereof and, except as required by law, we assume no obligation to update any such forward-looking statements.

Overview

Research Solutions was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with two wholly owned subsidiaries at June 30, 2020: Reprints Desk, Inc., a Delaware corporation and Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of Mexico.

Platforms

Table of Contents Transactions

COVID-19

We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as the responses that we, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results may differ under different estimates and assumptions.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ("ASC 606"). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. We adopted the guidance of ASC 606 on July 1, 2018. The implementation of ASC 606 had no impact on the condensed consolidated financial statements and no cumulative effect adjustment was recognized. 19

Table of Contents Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We derive our revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

●	identify the contract with a customer;
●	identify the performance obligations in the contract;
---	---
●	determine the transaction price;
---	---
●	allocate the transaction price to performance obligations in the contract; and
---	---
●	recognize revenue as the performance obligation is satisfied.
---	---

Platforms

Transactions

Stock-Based Compensation

The fair value of our stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. 20

Table of Contents Recent Accounting Pronouncements

Please refer to footnote 2 to the condensed consolidated financial statements contained elsewhere in this Form 10-Q for a discussion of Recent Accounting Pronouncements.

Quarterly Information (Unaudited)

The following table sets forth unaudited and quarterly financial data for the most recent eight quarters:


	****	Mar. 31,			Dec. 31,		****	Sept. 30,			June 30,		****	Mar. 31,		****	Dec. 31,		****	Sept. 30,		****	June 30,		****
		2021		****	2020		****	2020		****	2020		****	2020		****	2019		****	2019		****	2019
Revenue:
Platforms		$	1,344,183		$	1,220,535		$	1,141,688		$	1,066,630		$	1,017,789		$	949,825		$	856,445		$	803,917
Transactions			6,996,349			6,229,200			6,606,737			6,819,150			7,029,617			6,580,613			6,738,668			6,670,685
Total revenue			8,340,532			7,449,735			7,748,425			7,885,780			8,047,406			7,530,438			7,595,113			7,474,602

Cost of revenue:
Platforms			233,696			217,003			203,952			153,241			177,919			162,508			150,470			142,368
Transactions			5,404,196			4,841,150			5,094,897			5,224,006			5,330,473			5,094,130			5,128,108			5,104,629
Total cost of revenue			5,637,892			5,058,153			5,298,849			5,377,247			5,508,392			5,256,638			5,278,578			5,246,997

Gross profit:
Platforms			1,110,487			1,003,532			937,736			913,389			839,870			787,317			705,975			661,549
Transactions			1,592,153			1,388,050			1,511,840			1,595,144			1,699,144			1,486,483			1,610,560			1,566,056
Total gross profit			2,702,640			2,391,582			2,449,576			2,508,533			2,539,014			2,273,800			2,316,535			2,227,605

Operating expenses:
Sales and marketing			566,713			487,571			498,374			692,096			626,956			638,837			550,349			659,108
Technology and product dev.			664,195			624,747			622,961			537,830			536,238			548,719			499,191			549,198
General and administrative			1,233,603			1,118,750			1,161,061			1,132,483			1,230,580			1,270,375			1,231,345			1,060,269
Depreciation and amortization			2,066			3,039			3,723			3,746			5,510			6,840			7,558			8,351
Stock-based comp. expense			179,345			435,949			170,791			143,054			142,237			523,632			142,672			126,903
Foreign currency transaction loss (gain)			6,648			(17,469)			(24,249)			4,214			8,648			(5,456)			12,123			7,193
Total operating expenses			2,652,570			2,652,587			2,432,661			2,513,423			2,550,169			2,982,947			2,443,238			2,411,022
Other income (expenses and income taxes)			(322)			399			(2,270)			4,331			23,101			25,721			19,055			27,289
Income (loss) from continuing operations			49,748			(260,606)			14,645			(559)			11,946			(683,426)			(107,648)			(156,128)
Gain on sale of discontinued operations			—			—			—			—			—			91,254			26,191			84,275
Net income (loss)			49,748			(260,606)			14,645			(559)			11,946			(592,172)			(81,457)			(71,853)

Basic income (loss) per common share:
Income (loss) per share from continuing operations		$	—		$	(0.01)		$	—		$	—		$	—		$	(0.03)		$	—		$	—
Income per share from discontinued operations		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Net income (loss) per share		$	—		$	(0.01)		$	—		$	—		$	—		$	(0.03)		$	—		$	—
Basic weighted average common shares outstanding			26,027,665			25,988,117			25,898,900			25,815,163			24,960,394			24,185,966			24,095,266			23,987,137

Diluted income (loss) per common share:
Income (loss) per share from continuing operations		$	—		$	(0.01)		$	—		$	—		$	—		$	(0.03)		$	—		$	—
Income per share from discontinued operations		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Net income (loss) per share		$	—		$	(0.01)		$	—		$	—		$	—		$	(0.03)		$	—		$	—
Diluted weighted average common shares outstanding			26,565,892			25,988,117			26,511,180			25,815,163			25,717,403			24,185,966			24,095,266			23,987,137

Table of Contents Comparison of the Three and Nine Months Ended March 31, 2021 and 2020

Results of Operations


		Three Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****

Revenue:
Platforms		$	1,344,183		$	1,017,789				32.1	%
Transactions			6,996,349			7,029,617				(0.5)	%
Total revenue			8,340,532			8,047,406				3.6	%

Cost of revenue:
Platforms			233,696			177,919				31.3	%
Transactions			5,404,196			5,330,473				1.4	%
Total cost of revenue			5,637,892			5,508,392				2.4	%

Gross profit:
Platforms			1,110,487			839,870				32.2	%
Transactions			1,592,153			1,699,144				(6.3)	%
Total gross profit			2,702,640			2,539,014				6.4	%

Operating expenses:
Sales and marketing			566,713			626,956				(9.6)	%
Technology and product development			664,195			536,238				23.9	%
General and administrative			1,233,603			1,230,580				0.2	%
Depreciation and amortization			2,066			5,510				(62.5)	%
Stock-based compensation expense			179,345			142,237				26.1	%
Foreign currency transaction loss (gain)			6,648			8,648				(23.1)	%
Total operating expenses			2,652,570			2,550,169				4.0	%

Income (loss) from operations			50,070			(11,155)				548.9	%

Other income			250			23,662				(98.9)	%

Income from operations before provision for income taxes			50,320			12,507				302.3	%
Provision for income taxes			(572)			(561)				(2.0)	%

Income from continuing operations			49,748			11,946				316.4	%

Gain from sale of discontinued operations			—			—				—	%

Net income		$	49,748		$	11,946				316.4	%

All values are in US Dollars.

Table of Contents


		Nine Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****

Revenue:
Platforms		$	3,706,406		$	2,824,059				31.2	%
Transactions			19,832,286			20,348,898				(2.5)	%
Total revenue			23,538,692			23,172,957				1.6	%

Cost of revenue:
Platforms			654,651			490,897				33.4	%
Transactions			15,340,243			15,552,711				(1.4)	%
Total cost of revenue			15,994,894			16,043,608				(0.3)	%

Gross profit:
Platforms			3,051,755			2,333,162				30.8	%
Transactions			4,492,043			4,796,187				(6.3)	%
Total gross profit			7,543,798			7,129,349				5.8	%

Operating expenses:
Sales and marketing			1,552,658			1,816,142				(14.5)	%
Technology and product development			1,911,903			1,584,148				20.7	%
General and administrative			3,513,415			3,732,300				(5.9)	%
Depreciation and amortization			8,828			19,908				(55.7)	%
Stock-based compensation expense			786,084			808,541				(2.8)	%
Foreign currency transaction loss (gain)			(35,070)			15,315				(329.0)	%
Total operating expenses			7,737,818			7,976,354				(3.0)	%

Loss from operations			(194,020)			(847,005)				77.1	%

Other income			884			75,738				(98.8)	%

Loss from operations before provision for income taxes			(193,136)			(771,267)				75.0	%
Provision for income taxes			(3,077)			(7,861)				60.9	%

Loss from continuing operations			(196,213)			(779,128)				74.8	%

Gain from sale of discontinued operations			—			117,445				(100.0)	%

Net loss		$	(196,213)		$	(661,683)				70.3	%

All values are in US Dollars.

Revenue


		Three Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Revenue:
Platforms		$	1,344,183		$	1,017,789				32.1	%
Transactions			6,996,349			7,029,617				(0.5)	%
Total revenue		$	8,340,532		$	8,047,406				3.6	%

All values are in US Dollars.

Table of Contents Total revenue increased $293,126, or 3.6%, for the three months ended March 31, 2021 compared to the prior year, due to the following:


Category	****	Impact			****	Key Drivers
Platforms		↑	$	326,394		Increased due to additional deployments to new and existing customers, and expansion from existing customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions		↓	$	33,268		Decreased primarily due to lower order volume.


		Nine Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Revenue:
Platforms		$	3,706,406		$	2,824,059				31.2	%
Transactions			19,832,286			20,348,898				(2.5)	%
Total revenue		$	23,538,692		$	23,172,957				1.6	%

All values are in US Dollars.

Total revenue increased $365,735, or 1.6%, for the nine months ended March 31, 2021 compared to the prior year, due to the following:


Category	Impact			****	Key Drivers
Platforms	↑	$	882,347		Increased due to additional deployments to new and existing customers, and expansion from existing customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions	↓	$	516,612		Decreased primarily due to lower order volume.

Cost of Revenue


		Three Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Cost of Revenue:
Platforms		$	233,696		$	177,919				31.3	%
Transactions			5,404,196			5,330,473				1.4	%
Total cost of revenue		$	5,637,892		$	5,508,392				2.4	%

All values are in US Dollars.


		Three Months Ended					****
		March 31,
	****	2021	****	2020	****	% Change *	****
As a percentage of revenue:
Platforms		17.4	%	17.5	%	(0.1)	%
Transactions		77.2	%	75.8	%	1.4	%
Total		67.6	%	68.4	%	(0.8)	%

*	The difference between current and prior period cost of revenue as a percentage of revenue

Table of Contents Total cost of revenue as a percentage of revenue decreased 0.8%, from 68.4% for the previous year to 67.6%, for the three months ended March 31, 2021.


	****	Impact as percentage		****
Category		of revenue			Key Drivers
Platforms	****	↓	0.1	%	Decreased primarily due to proportionally lower personnel costs.
Transactions	****	↑	1.4	%	Increased primarily due to proportionally higher copyright and personnel costs.


		Nine Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Cost of Revenue:
Platforms		$	654,651		$	490,897				33.4	%
Transactions			15,340,243			15,552,711				(1.4)	%
Total cost of revenue		$	15,994,894		$	16,043,608				(0.3)	%

All values are in US Dollars.


		Nine Months Ended					****
		March 31,					****
	****	2021	****	2020	****	% Change *	****
As a percentage of revenue:
Platforms		17.7	%	17.4	%	0.3	%
Transactions		77.3	%	76.4	%	0.9	%
Total		68.0	%	69.2	%	(1.2)	%

*	The difference between current and prior period cost of revenue as a percentage of revenue

Total cost of revenue as a percentage of revenue decreased 1.2%, from 69.2% for the previous year to 68.0%, for the nine months ended March 31, 2021.


	****	Impact as percentage		****
Category		of revenue			Key Drivers
Platforms	****	↑	0.3	%	Increased primarily due to proportionally higher personnel costs.
Transactions	****	↑	0.9	%	Increased primarily due to proportionally higher copyright and personnel costs.

Gross Profit


		Three Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Gross Profit:
Platforms		$	1,110,487		$	839,870				32.2	%
Transactions			1,592,153			1,699,144				(6.3)	%
Total gross profit		$	2,702,640		$	2,539,014				6.4	%

All values are in US Dollars.


		Three Months Ended					****
		March 31,
	****	2021	****	2020	****	% Change*	****
As a percentage of revenue:
Platforms		82.6	%	82.5	%	0.1	%
Transactions		22.8	%	24.2	%	(1.4)	%
Total		32.4	%	31.6	%	0.8	%

*	The difference between current and prior period gross profit as a percentage of revenue

Table of Contents


		Nine Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Gross Profit:
Platforms		$	3,051,755		$	2,333,162				30.8	%
Transactions			4,492,043			4,796,187				(6.3)	%
Total gross profit		$	7,543,798		$	7,129,349				5.8	%

All values are in US Dollars.


		Nine Months Ended					****
		March 31,					****
	****	2021	****	2020	****	% Change*	****
As a percentage of revenue:
Platforms		82.3	%	82.6	%	(0.3)	%
Transactions		22.7	%	23.6	%	(0.9)	%
Total		32.0	%	30.8	%	1.2	%

*	The difference between current and prior period gross profit as a percentage of revenue

Operating Expenses


		Three Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Operating Expenses:
Sales and marketing		$	566,713		$	626,956				(9.6)	%
Technology and product development			664,195			536,238				23.9	%
General and administrative			1,233,603			1,230,580				0.2	%
Depreciation and amortization			2,066			5,510				(62.5)	%
Stock-based compensation expense			179,345			142,237				26.1	%
Foreign currency transaction loss (gain)			6,648			8,648				(23.1)	%
Total operating expenses		$	2,652,570		$	2,550,169				4.0	%

All values are in US Dollars.


Category	****	Impact			****	Key Drivers
Sales and marketing	****	↓	$	60,243		Decreased primarily due to lower advertising media spend and consulting expenses partially offset by greater personnel costs.
Technology and product development	****	↑	$	127,957		Increased due to greater consulting expenses and personnel costs.


		Nine Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Operating Expenses:
Sales and marketing		$	1,552,658		$	1,816,142				(14.5)	%
Technology and product development			1,911,903			1,584,148				20.7	%
General and administrative			3,513,415			3,732,300				(5.9)	%
Depreciation and amortization			8,828			19,908				(55.7)	%
Stock-based compensation expense			786,084			808,541				(2.8)	%
Foreign currency transaction loss (gain)			(35,070)			15,315				(329.0)	%
Total operating expenses		$	7,737,818		$	7,976,354				(3.0)	%

All values are in US Dollars. 26

Table of Contents


Category	****	Impact			****	Key Drivers
Sales and marketing	****	↓	$	263,484		Decreased primarily due to lower advertising media spend and consulting expenses partially offset by greater personnel costs.
Technology and product development	****	↑	$	327,755		Increased due to greater consulting expenses and personnel costs.
General and administrative	****	↓	$	218,885		Decreased primarily due to lower consulting, rent and travel expenses.

Net Income (Loss)


		Three Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Net Income (Loss):
Income from continuing operations		$	49,748		$	11,946				316.4	%
Income from discontinued operations			—			—				—	%
Total net income		$	49,748		$	11,946				316.4	%

All values are in US Dollars.

Income from continuing operations increased $37,802 or 316.4%, for the three months ended March 31, 2021 compared to the prior year, primarily due to increased gross profit partially offset by increased operating expenses as described above.


		Nine Months Ended March 31,									****
	****	2021		****	2020		****	Change	****	% Change	****
Net Income (Loss):
Loss from continuing operations		$	(196,213)		$	(779,128)				74.8	%
Income from discontinued operations			—			117,445				(100.0)	%
Total net loss		$	(196,213)		$	(661,683)				70.3	%

All values are in US Dollars.

Loss from continuing operations decreased $582,915 or 74.8%, for the nine months ended March 31, 2021 compared to the prior year, primarily due to increased gross profit and decreased operating expenses as described above.

Liquidity and Capital Resources


	Nine Months Ended March 31,
	2021			2020
Consolidated Statements of Cash Flow Data:			****
Net cash provided by operating activities	$	2,220,056		$	1,304,131
Net cash used in investing activities		(11,853)			—
Net cash provided by (used in) financing activities		(288,598)			1,606,463

Effect of exchange rate changes		2,401			(14,424)
Net increase in cash and cash equivalents		1,922,006			2,896,170
Cash and cash equivalents, beginning of period		9,311,556			5,353,090
Cash and cash equivalents, end of period	$	11,233,562		$	8,249,260

Liquidity

As of March 31, 2021, we had cash and cash equivalents of $11,233,562, compared to $9,311,556 as of June 30, 2020, an increase of $1,922,006. This increase was primarily due to cash provided by operating activities. 27

Table of Contents Operating Activities

Net cash provided by operating activities was $2,220,056 for the nine months ended March 31, 2021 and resulted primarily from an increase in accounts payable and accrued expenses of $1,208,474 and an increase in deferred revenue of $1,076,966, partially offset by an increase in accounts receivable of $563,829.

Net cash provided by operating activities was $1,304,131 for the nine months ended March 31, 2020 and resulted primarily from an increase in accounts payable and accrued expenses of $1,311,842 and an increase in deferred revenue of $991,981, partially offset by an increase in accounts receivable of $618,324 and an increase in prepaid royalties of $566,379.

Investing Activities

Net cash used in investing activities was $11,853 for the nine months ended March 31, 2021 and resulted from the purchase of property and equipment.

No cash was used in or provided by investing activities for the nine months ended March 31, 2020.

Financing Activities

Net cash used in financing activities was $288,598 for the nine months ended March 31, 2021 and resulted from the repurchase of stock options and warrants of $308,313 and the repurchase of common stock of $150,386, partially offset by the proceeds from the exercise of stock options of $88,850 and the proceeds from the exercise of warrants of $81,251.

Net cash provided by financing activities was $1,606,463 for the nine months ended March 31, 2020 and resulted from the proceeds from the exercise of warrants of $1,875,000, partially offset by the repurchase of common stock of $268,537.

We entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 14, 2022, and is subject to certain financial and performance covenants with which we were in compliance as of March 31, 2021. Financial covenants include maintaining an adjusted quick ratio of unrestricted cash and net accounts receivable, divided by current liabilities plus debt less deferred revenue of at least 1.15 to 1.0, and maintaining tangible net worth of $1,500,000, plus 50% of net income for the fiscal quarter ended from and after December 31, 2017, plus 50% of the dollar value of equity issuances after October 1, 2017 and the principal amount of subordinated debt. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime rate and 5.5%. The interest rate on the line of credit was 5.5% as of March 31, 2021. The line of credit was secured by our consolidated assets.

There were no outstanding borrowings under the line as of March 31, 2021 and June 30, 2020, respectively. As of March 31, 2021, there was approximately $1,888,000 of available credit.

Non-GAAP Measure – Adjusted EBITDA

In addition to our GAAP results, we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, other income (expense), foreign currency transaction loss, provision for income taxes, depreciation and amortization, stock-based compensation, income from discontinued operations and gain on sale of discontinued operations. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In 28

Table of Contents evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the three and nine months ended March 31, 2021 and 2020:


	****	Three Months Ended
	****	March 31,
		2021		****	2020		****	Change
Net income		$	49,748		$	11,946
Add (deduct):
Other (income) expense			(250)			(23,662)
Foreign currency transaction loss (gain)			6,648			8,648
Provision for income taxes			572			561
Depreciation and amortization			2,066			5,510
Stock-based compensation			179,345			142,237
Gain on sale of discontinued operations			—			—
Adjusted EBITDA		$	238,129		$	145,240

All values are in US Dollars.


	****	Nine Months Ended
	****	March 31,
		2021		****	2020		****	Change
Net loss		$	(196,213)		$	(661,683)
Add (deduct):
Other (income) expense			(884)			(75,738)
Foreign currency transaction loss (gain)			(35,070)			15,315
Provision for income taxes			3,077			7,861
Depreciation and amortization			8,828			19,908
Stock-based compensation			786,084			808,541
Gain on sale of discontinued operations			—			(117,445)
Adjusted EBITDA		$	565,822		$	(3,241)

All values are in US Dollars.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:

●	Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
●	Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
---	---
●	Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and
---	---
●	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
---	---

Table of Contents Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2021, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control Over Financial Reporting

In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents PART II — OTHER INFORMATION

Item 1A. Risk Factors.

The COVID-19 pandemic may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows. However, the COVID-19 pandemic’s continued impact on the economy and our customers may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance.

The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements for the fiscal quarter ended March 31, 2021, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2021, we repurchased 10,750 shares of our common stock from employees at an average market price of approximately $2.15 per share for an aggregate amount of $23,112.

The following table summarizes repurchases of our common stock on a monthly basis:


	****		****			****	Total Number of Shares	****	Approximate Dollar Value
		Total Number		Average			Purchased as Part of		of Shares that May Yet Be
		of Shares		Price Paid			Publicly Announced		Purchased Under the
Period		Purchased^1^		per Share			Plans or Programs		Plans or Programs
January 2021		—			—		—		$	400,000
February 2021		—			—		—		$	400,000
March 2021		10,750		$	2.15		—		$	376,888
Total		10,750		$	2.15		—			—

Table of Contents

^1^ Consists of shares of common stock purchased from an employee to satisfy tax obligations in connection with the vesting of stock incentive awards.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit<br>Number	Description
10.1	Amended and Restated Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc. and Peter Derycz.++
10.2	Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc. and Roy W. Olivier.++
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer *
32.2	Section 1350 Certification of Chief Financial Officer *
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

* Furnished herewith

++ Indicates management contract or compensatory plan

Table of Contents SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RESEARCH SOLUTIONS, INC.
	By:	/s/ Roy W. Olivier
		Roy W. Olivier
Date: May 13, 2021		Interim Chief Executive Officer and President, and Director (Principal Executive Officer)
	By:	/s/ Alan Louis Urban
		Alan Louis Urban
Date: May 13, 2021		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”), dated as of March 29, 2021 (the “Commencement Date”), is between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Peter Derycz (“Executive”), and amends and restates that certain Executive Employment Agreement among the Company, Research Solutions and Executive, originally dated July 1, 2020 as amended and/or restated as of July 1, 2013, June 30, 2017, June 30, 2019 and June 30, 2021.

**1.**Position and Responsibilities

(a)Position. Executive is employed by the Company to render services to both the Company and Research Solutions in the position of Executive Chairman of the Board of both the Company and Research Solutions. Executive shall perform such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional duties now or hereafter assigned to Executive by the Board of Directors (the “Boards”) of each of the Company and Research Solutions. Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time in the Company’s or Research Solutions’ sole discretion.

(b)Other Activities. Except upon the prior written consent of the Company, Executive will not, during the term of this Agreement, (i) accept any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with Executive’s duties and responsibilities hereunder or create a conflict of interest with the Company.

(c)No Conflict. Executive represents and warrants that Executive’s execution of this Agreement, Executive’s employment with the Company, and the performance of Executive’s proposed duties under this Agreement shall not violate any obligations Executive may have to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity.

(d)Term. The term of employment of Executive by the Company pursuant to this Employment Agreement (the “Term”) shall be for the period commencing on the Commencement Date and ending on March 28, 2024, or such earlier date that Executive’s employment is terminated in accordance with the provisions of this Agreement.

**2.**Compensation and Benefits

(a)Base Salary. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of Three Hundred Seventy-One Thousand Five Hundred Twenty Dollars ($371,520) per year (“Base Salary”). The Base Salary shall be paid in accordance with the Company’s regularly established payroll practice. Executive’s Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.

(b)Bonus Compensation. Executive shall participate in the executive bonus plan as determined by the Boards, provided, however, that Executive’s target annual bonus for the fiscal years ended June 30, 2022 and 2023 shall consist of a cash bonus of at least One Hundred Thirteen Thousand Seven Hundred Dollars ($113,700) and an equity bonus (in the form of stock options or restricted stock as determined by Executive) having a value equal to at least One Hundred Thirteen Thousand Seven Hundred Dollars ($113,700) (collectively, the “Target Bonus”), and provided further, that Executive’s bonus for the fiscal year ended June 30, 2021 shall be determined based on the executive bonus plan in effect as of the Commencement Date.

(c)Benefits. Executive shall be eligible to participate in the benefits made generally available by the Company to its employees, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion.

(d)Expenses. The Company shall reimburse Executive for reasonable business expenses incurred in the performance of Executive’s duties hereunder in accordance with the Company’s expense reimbursement guidelines.

**3.**At-Will Employment; Termination By the Company

(a)At-Will Termination by the Company. The employment of Executive shall be “at-will” at all times. The Boards may terminate Executive’s employment with the Company and Research Solutions at any time, without any advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company and Research Solutions relating to the employment, discipline or termination of its employees. Upon and after such termination, all obligations of the Company and Research Solutions under this Agreement shall cease, unless Executive’s employment is terminated without Cause, in which case the Company shall provide Executive with the severance benefits described in Section 3(b) below.

(b)Severance. Except in situations where (i) the employment of Executive is terminated For Cause, By Death or By Disability (each as defined in Section 4 below) or (ii) Executive terminates his employment (other than for Good Reason (as defined below)), in the event that (A) the Company terminates the employment of Executive at any time prior to the end of the Term or (B) Executive terminates his employment for Good Reason at any time prior to the end of the Term, then (I) Executive will be eligible to receive an amount equal to (y) that portion of the then-current Base Salary that would be payable to Executive from such termination date through the end of the Term, plus (z) that percentage of the Target Bonus that would be payable to Executive from such termination date through the end of the Term assuming Executive would receive the applicable percentage of the Target Bonus, on an annual basis, equal to the average percentage of the Target Bonus actually paid to Executive during the Term, in each case payable in cash and in accordance with the Company’s payroll practices for the remainder of the Term, and (II) vesting for all then outstanding incentive awards (including, without limitation, stock options and restricted stock awards) issued by the Company to Executive shall fully accelerate such that such incentive awards shall become fully vested. For purposes of clarity, the Company shall pay to Executive the cash value of any portion of the bonus payable under Section 3(b)(II) that the Company would issue in the form of equity. Executive’s eligibility for the benefits described above in Section 3(b)(I) and (b)(II) (the “Severance Benefits”) is conditioned on

Executive having first signed a release agreement in the form attached as Exhibit A. Executive shall not be entitled to the Severance Benefits if Executive’s employment is terminated For Cause, By Death or By Disability or if Executive’s employment is terminated by Executive (other than for Good Reason), or upon the expiration of the Term. For purposes of this Agreement, Executive shall have “Good Reason” to terminate his employment and receive the Severance Benefits if one or more of the following occurs: (A) the Company reduces Executive’s Base Salary below Three Hundred Seventy-One Thousand Five Hundred Twenty Dollars ($371,520) per year; (B) the Company reduces Executive’s Target Bonus below Two Hundred Twenty-Seven Thousand Four Hundred Dollars ($227,400) per year (reflecting the cash and equity components); (C) the Company requires Executive to regularly work in an office; (D) a material diminution in Executive’s authority, responsibilities or duties as Executive Chairman of the Board; or (E) a change in the reporting structure so that Executive does not report solely and directly to the Boards.

**4.**Other Terminations By the Company

(a)Termination For Cause. For purposes of this Agreement, “For Cause” shall mean: (i) Executive commits a crime involving dishonesty, breach of trust, or physical harm to any person; (ii) Executive willfully engages in conduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive commits a material breach of this Agreement, which breach is not cured within twenty (20) days after written notice to Executive from the Company; (iv) Executive willfully refuses to implement or follow a lawful policy or directive of the Company, which breach is not cured within twenty (20) days after written notice to Executive from the Company; or (v) Executive engages in misfeasance or malfeasance demonstrated by a pattern of failure to perform job duties diligently and professionally. The Company may terminate Executive’s employment For Cause at any time, without any advance notice. The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, subject to any other rights or remedies of Employer under law; and thereafter all obligations of the Company under this Agreement shall cease.

(b)By Death. Executive’s employment shall terminate automatically upon Executive’s death. The Company shall pay to Executive’s beneficiaries or estate, as appropriate, any compensation then due and owing. Thereafter all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect any entitlement of Executive’s heirs or devisees to the benefits of any life insurance plan or other applicable benefits.

(c)By Disability. If Executive becomes eligible for the Company’s long term disability benefits or if, in the sole opinion of the Company, Executive is unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than ninety (90) consecutive days or more than one hundred and twenty days (120) in any twelve-month period, then, to the extent permitted by law, the Company may terminate Executive’s employment. The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, and thereafter all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect Executive’s rights under any disability plan in which Executive is a participant.

**5.**At-Will Termination By Executive

Executive may terminate employment with the Company at any time for any reason or no reason at all, and in such circumstance the Company requests that Executive provide to the Company four weeks’ advance written notice. Executive shall continue to diligently perform all of Executive’s duties hereunder following Executive’s provision to the Company of any advance notice of Executive’s termination of his employment. In the event that Executive provides to the Company four weeks’ advance written notice of Executive’s termination of his employment with the Company, the Company shall have the option, in its sole discretion, to make Executive’s termination effective at any time prior to the end of such notice period as long as the Company pays Executive all compensation to which Executive is entitled up through the last day of the four week notice period. Thereafter all obligations of the Company shall cease.

**6.**Termination Obligations

(a)Return of Property. Executive agrees that all property (including without limitation all equipment, tangible proprietary information, documents, records, notes, contracts and computer-generated materials) furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall, after a good faith and diligent search, be promptly returned to the Company upon termination of Executive’s employment.

(b)Resignation and Cooperation. Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company and Research Solutions unless otherwise determined by the Board of Directors of each of the Company and Research Solutions. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company and Executive shall be entitled to pre-approved and reasonable fees in the case of such cooperation.

(c)Continuing Obligations. Executive understands and agrees that Executive’s obligations under Sections 6, 7, and 8 herein (including Exhibit B) shall survive the termination of Executive’s employment for any reason and the termination of this Agreement.

**7.**Inventions and Proprietary Information; Prohibition on Third Party Information

(a)Proprietary Information Agreement. Executive agrees and acknowledges that the terms of the Employment, Confidential Information and Inventions Assignment Agreement previously executed by Executive, which is attached as Exhibit B (“Proprietary Information Agreement”), shall remain in full force and effect.

(b)Non-Solicitation. Executive acknowledges that because of Executive’s position in the Company, Executive will have access to material intellectual property and confidential information. During the term of Executive’s employment and for one year thereafter, in addition to Executive’s other obligations hereunder or under the Proprietary Information Agreement, Executive shall not, for Executive or any third party, directly or indirectly (i) divert or attempt to divert from the Company any business of any kind, including without limitation the solicitation of

or interference with any of its customers, clients, members, business partners or suppliers, or (ii) solicit or otherwise induce any person employed by the Company to terminate his employment.

(c)Non-Disclosure of Third Party Information. Executive represents and warrants and covenants that Executive shall not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others at any time, including but not limited to any proprietary information or trade secrets of any former employer, if any; and Executive acknowledges and agrees that any violation of this provision shall be grounds for Executive’s immediate termination For Cause and could subject Executive to substantial civil liabilities and criminal penalties. Executive further specifically and expressly acknowledges that no officer or other employee or representative of the Company has requested or instructed Executive to disclose or use any such third party proprietary information or trade secrets.

**8.**Arbitration

(a)ARBITRATION. EXCEPT AS PROVIDED IN SECTION 8(b) BELOW, EXECUTIVE AGREES THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL BE SETTLED BY ARBITRATION TO BE HELD IN LOS ANGELES COUNTY, CALIFORNIA, IN ACCORDANCE WITH THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN SUCH DISPUTE OR CONTROVERSY. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT HAVING JURISDICTION. THE COMPANY SHALL PAY ALL OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH OF THE COMPANY AND EXECUTIVE SHALL SEPARATELY PAY THEIR COUNSEL FEES AND EXPENSES.

THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION 8(b) BELOW), INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:

i.ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION;

ii.ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE

DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et seq.; AND

iii.ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

(b)EQUITABLE REMEDIES. EXECUTIVE AGREES THAT IT WOULD BE IMPOSSIBLE OR INADEQUATE TO MEASURE AND CALCULATE THE COMPANY'S DAMAGES FROM ANY BREACH OF THE COVENANTS SET FORTH IN SECTIONS 1 AND 7 HEREIN. ACCORDINGLY, EXECUTIVE AGREES THAT IF EXECUTIVE BREACHES ANY OF SUCH SECTIONS, THE COMPANY WILL HAVE AVAILABLE, IN ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT. I FURTHER AGREE THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED IN OBTAINING SUCH EQUITABLE RELIEF AND I HEREBY CONSENT TO THE ISSUANCE OF SUCH INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.

(c)CONSIDERATION. EXECUTIVE UNDERSTANDS THAT EACH PARTY'S PROMISE TO RESOLVE CLAIMS BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, RATHER THAN THROUGH THE COURTS, IS CONSIDERATION FOR THE OTHER PARTY'S LIKE PROMISE. EXECUTIVE FURTHER UNDERSTANDS THAT EXECUTIVE IS OFFERED EMPLOYMENT IN CONSIDERATION OF EXECUTIVE’S PROMISE TO ARBITRATE CLAIMS.

**9.**Amendments; Waivers; Remedies

This Agreement may not be amended or waived except by a writing approved by the Board of Directors of each of the Company and Research Solutions and signed by Executive and by a duly authorized representative of the Company and Research Solutions other than Executive. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law.

**10.**Assignment; Binding Effect

(a)Assignment. The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement. This Agreement may be assigned or transferred by the Company; and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a sale of any or all or substantially all of its assets.

(b)Binding Effect. Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates,

officers, directors, agents, successors and assigns of the Company; and the heirs, devisees, spouses, legal representatives and successors of Executive.

**11.**Notices

All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered: (a) by hand; (b) by a nationally recognized overnight courier service; or (c) by United States first class registered or certified mail, return receipt requested, to the principal address of the other party, as set forth below. The date of notice shall be deemed to be the earlier of (i) actual receipt of notice by any permitted means, or (ii) two (2) business days following dispatch by overnight delivery service or five (5) business days following dispatch by the United States Mail. Executive shall be obligated to notify the Company in writing of any change in Executive’s address. Notice of change of address shall be effective only when done in accordance with this paragraph.

Company’s Notice Address:

Research Solutions, Inc.

10624 S. Eastern Ave., Suite A-614

Henderson, NV 89052

Attention: CFO

Executive’s Notice Address:

Peter Derycz

146 Calle Renata

San Dimas, CA 91773

**12.**Severability

If any provision of this Agreement shall be held by a court or arbitrator to be invalid, unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum time period or scope permitted by law.

**13.**Taxes

All amounts paid under this Agreement (including, without limitation, Base Salary and Severance) shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.

**14.**Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

**15.**Interpretation

This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular.

**16.**Obligations Survive Termination of Employment

Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibit B, shall survive the termination of employment and the termination of this Agreement.

**17.**Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument.

**18.**Authority

Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of its obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

**19.**Entire Agreement

This Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the Employment, Confidential Information and Inventions Assignment Agreement attached as Exhibit B). To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Executive’s duties, position, or compensation will not affect the validity or scope of this Agreement.

**20.**Executive Acknowledgement

EXECUTIVE ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

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

REPRINTS DESK, INC.


By:

Name: John Regazzi

Title: Lead Independent Director

RESEARCH SOLUTIONS, INC.


By:

Name: John Regazzi

Title: Lead Independent Director

EXECUTIVE


By:

Peter Derycz

EXHIBIT A

RELEASE AGREEMENT

Date

Employee Name

Employee Address

Dear __________:

This letter agreement (this “Agreement”) confirms the terms of your separation from the employment of Reprints Desk, Inc. (the “Company”) and Research Solutions, Inc. (“Research Solutions”) and consideration in exchange for your waiver and general release of claims in favor of the Company, Research Solutions and each of their officers, directors, employees, agents, representatives, subsidiaries, divisions, affiliated companies, successors, and assigns (collectively, the “Company Parties”).

1.	Termination of employment. Your employment with the Company and Research Solutions shall terminate effective as of _____________ (the “Termination Date”). Effective as of the Termination Date, you shall cease to represent to any third parties that you are affiliated with Company and/or Research Solutions, in any way. You acknowledge and affirm that on or before execution of this Agreement, we delivered to you a final paycheck that includes payment for all accrued wages, salary, accrued and unused vacation time, reimbursable expenses, and any similar payments due and owing to you from the Company and Research Solutions as of the Termination Date.
2.	Payment. Not sooner than the 8^th^ day after the execution and delivery of this Agreement, and provided that the Agreement has not been revoked by you prior to that date, the Company shall commence payment of the Severance Benefits in the amount provided in and in accordance with the terms of Section 3(b) of that certain Executive Employment Agreement dated March 29, 2021, among you, the Company and Research Solutions, less all standard and applicable withholdings and payroll taxes.
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3.	Release. In consideration of the terms and provisions of this Agreement, you, for yourself and your successors, assigns, heirs, executors and administrators, hereby absolutely, fully, and forever irrevocably and unconditionally release and discharge the Company Parties from any and all manner of action or actions, cause or causes of action, suits, debts, liabilities, claims, accountings, demands, obligations, damages, reckonings, and liens of every kind, nature and description whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, (the bold portion defined collectively as "Claims") which you have or at any time heretofore had from the beginning of the world to the date of this Agreement, including but not limited to any and all Claims arising under common law or statutory law, including any and all administrative Claims, and any and all Claims for breach of any contract, express or implied, breach of any
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covenant of good faith and fair dealing, express or implied, employment discrimination, sexual harassment, fraud, misrepresentation, defamation, disparagement, any restriction on the right of the Company to terminate employees, any violation of public policy, any violation of constitutional rights, or any violations of federal, state or other governmental statute, regulation, or ordinance, including, without limitation: (a) Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq. (race, color, religion, sex and national origin discrimination); (b) 42 U.S.C. § 1981 of the Civil Rights Act of 1866 (discrimination); (c) the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634 (age discrimination in employment including discrimination against individuals over forty years of age); (d) the Equal Pay Act of 1963, 29 U.S.C. § 206 (equal pay); (e) the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (handicap discrimination); (f) the California Fair Employment and Housing Act, California Government Code §§ 12900 et seq. (discrimination, including race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or age); (g) the Fair Labor Standards Act of 1938, 29 U.S.C. §§ 201 et seq. (wage and hour matters); (h) the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395 et seq. (insurance matters); (i) the Employment Retirement Income Security Act of 1976, 29 U.S.C., § 1001 et seq. (retirement matters); (j) Executive Order 11246 (race, color, religion, sex and national origin discrimination); (k) Executive Order 11141 (age discrimination); (l) Section 503 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701 et seq. (handicap discrimination).

Acknowledgments Regarding Release. You acknowledge that you understand and agree that this Agreement fully and finally releases and forever resolves the Claims released and discharged in paragraph 3, including those which may be known, unanticipated and/or unsuspected. You acknowledge that you are aware that you may hereafter discover facts in addition to or different from those which you now know or believe to exist with respect to the subject matter of this Agreement, but that your intention is fully, finally and forever to settle, release and discharge all Claims, known or unknown, anticipated or unanticipated, suspected or unsuspected, which now exist, may exist or heretofore have existed. You expressly waive all benefits of any statutes or common law principles, to the extent that such benefits may contravene the provisions of paragraph 3 of this Agreement. You acknowledge that signing this Agreement including the Release, that you were given a period of at least twenty-one (21) business day in which to consider this Release. You waive any right you might have to additional time beyond this consideration period within which to consider this Release. You further acknowledge that: (1) you took advantage of this period to consider this Release before signing it; (2) you carefully read this Release; (3) you fully understand it; (4) you are entering into it voluntarily; (5) you are receiving valuable consideration in exchange for your execution of this Release that you would not otherwise be entitled to receive; and (6) the Company, in writing, encouraged you to discuss this Release with your attorney (at your own expense) before signing it, and that you did so to the extent you deemed appropriate. You expressly waive all benefits under Section 1542 of the California Civil Code, as well as under any other statutes or common law principles of similar effect in California or any other jurisdiction, to the extent that such benefits may contravene the provisions of paragraph 6 of this Agreement. You

acknowledge that you have read and understand Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

5.	Revocation .You acknowledge that you shall be entitled to revoke this Agreement at any time prior to the expiration of seven (7) days after the date of this Agreement, by providing written notice of such revocation to the Company at its regular business address. You understand and agree that the Company will not pay the Severance Payment until after the expiration of this seven (7) day revocation period.
6.	COBRA Benefits. You will have the right to COBRA continuation coverage as to any Company-provided medical, dental, or vision plan in which you participate, which means that you will be entitled to buy continued health plan coverage under the normal COBRA health care continuation rules.
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7.	Reserved.
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8.	No Disparagement; Neutral Reference. Neither the current officers of the Company or Research Solutions nor you shall make any statement or engage in any conduct which may tend to disparage or actually disparage the good name and reputation of the other. Further, the parties expressly agree that, if anyone should inquire with the Company or Research Solutions concerning your prior employment, the only information that will be disclosed will be the last position held by you, the dates of your employment, and the fact that you voluntarily resigned from employment.
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9.	Return of Confidential Information, Company Computer Programs and Other Company Property. You agree that upon your execution of this Agreement, you already have, or will, deliver to the Company all Company information and other property, which, after a good faith and diligent search, you currently may have in your possession, custody and control including, but not necessarily limited to: all non-public or proprietary information concerning the Company’s business, property or financial affairs or those of its customers or suppliers including, without limitation, any correspondence, memoranda, files, documents, books, records, notes, plans, lists of customers, prospects, prices, price lists, technical specifications or methodology ("Confidential Information"), trade secrets, employment records and history, business plans, financial information, bank account statements and any and all versions or manifestations of any of the foregoing; the Company’s proprietary intellectual property and all computer programs, software and computer databases owned or licensed by the Company, including each and every “back-up” reproduction, photocopy, PC diskette, “print-out” and electronic hard copy
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reproduction thereof; and all other property of the Company or its suppliers, including keys, products, items from inventory, supplies, demonstration and promotional materials, brochures and selling materials, computers and computer equipment. Your further warrant and represent that you have not retained, and will not retain, Company Confidential Information, documents, data or communications, of any kind or character, whether in hard copy or electronic format.

10.	Restriction on Disclosure of Confidential Information. You agree that you shall remain bound by the terms and conditions of the Employment, Confidential Information and Inventions Assignment Agreement (“PIIA”) (a copy of which has been simultaneously provided with this Agreement), which shall remain in full force and effect. You acknowledge and agree that, during your employment with the Company and Research Solutions, you have had access to certain Confidential Information (as defined in the PIIA) concerning the Company's and Research Solutions’ business and business activities, and by executing this Agreement you further confirm that you have not retained or provided to others and shall not retain or provide to others any copies, reproductions or means of access (in any form) to any Confidential Information, and that you have not caused and shall not cause any changes, alterations or damage thereto (including the planting of any computer “viruses” therein) or made or make any deletions therefrom. You acknowledge and agree that any actual or threatened violation of this paragraph will cause the Company and Research Solutions irreparable harm which could not be remedied by monetary damages alone, and you hereby consent to the grant of any injunctive relief for violation of this paragraph.
11.	No Admissions. Nothing contained in this Agreement, nor any actions taken by you or the Company in the making or performance of this Agreement, shall be construed as or be deemed to be an admission by any of the parties of any fault, liability, or wrongdoing of any kind whatsoever, it being understood and agreed that all fault, liability and wrongdoing is expressly denied.
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12.	Integration. Except for your PIIA, the terms and conditions of which shall remain in full force and effect, this Agreement contains and constitutes the entire agreement and understanding between you and the Company and Research Solutions concerning the subject matter hereof, and supersedes and replaces all prior discussions and negotiations, proposed agreements or agreements, written or oral, pertaining to such subject matter. You acknowledge that no person has made any promise, representation, or warranty not contained herein to induce you to execute this Agreement and acknowledge that you have not executed this Agreement in reliance on any promise, representation, or warranty not contained herein.
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13.	Choice of Law; Venue; Interpretation. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of California, without regard to its principles of conflicts of laws, or U.S. federal law, where applicable, with venue for all purposes in Los Angeles County, California. This Agreement has been negotiated at arms' length between you and the Company and Research Solutions and any rule of law, including, but not limited to, Section 1654 of the California Civil Code (to the
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extent it is applicable to this Agreement), or any other statute or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties to this Agreement.

14.	Severability. In the event that any provision of this Agreement should be held to be void, voidable, unlawful, or for any reason unenforceable, the remaining portions hereto shall remain in full force and effect.
15.	Non-assignment . The parties acknowledge and represent that each respective party is legally competent to execute this Agreement. You hereby acknowledge and represent that you have not assigned or otherwise transferred to any other person or entity any interest in any claim, demand, action, and/or cause of action you have, may have, or may claim to have against the Company Parties, and you agree to indemnify and hold harmless all persons or corporate entities released in this Agreement from any and all injuries, harm, damages, costs, losses, expenses, and/or liability, including reasonable attorneys’ fees and court costs incurred as a result of any claims or demands which may hereafter be asserted against any such released persons or entities by, through, or by virtue of, an assignment or other transfer by you.
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16.	Attorneys’ Fees. In the event of any dispute between you and the Company regarding an alleged breach, or the meaning or interpretation of this Agreement, the prevailing party in any ensuing litigation shall be entitled to recovery of his or its legal expenses and costs, including attorneys' fees.
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17.	Paragraph Headings; Invalid Clause. The paragraph headings in this Agreement are for convenience of reference only and they are not intended to and shall not in any way (a) enlarge or diminish the rights or obligations created by this Agreement or (b) affect the meaning or construction of this Agreement. Should any provision of this Agreement be held invalid or unenforceable, such provision shall be ineffective to the extent of such invalidity or unenforceability, without invalidating the remainder of such provision or the remaining portions of this Agreement.
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18.	Knowing and Voluntary Execution of this Agreement. You acknowledge that you were advised to seek legal advice prior to executing this Agreement and that you have been provided with adequate time to seek legal counsel prior to executing this Agreement. You further acknowledge and agree that you are voluntarily entering into this Agreement after full disclosure of all the facts and circumstances surrounding the execution of this Agreement and its legal effect. You expressly acknowledge and agree that you are able to read the language, and understand the meaning and effect, of this Agreement, and you have signed this Agreement knowingly and voluntarily. The parties acknowledge and agree that all parties shall bear their own attorneys' fees and costs in connection with the negotiation, preparation, and execution of this Agreement.
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19.	Multiple Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes.
20.	Survival . The terms, conditions and restrictions of paragraphs (3), (8) (9), (10) and (13) shall survive the expiration or termination of this Agreement.
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21.	Further Assurances . You hereby agree to execute, acknowledge and deliver to the Company such other and further documents and instruments, and to do all other acts and things, as may be reasonable requested by the Company to carry out the intent and purposes of this Agreement.
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If the foregoing terms and conditions are satisfactory to you, please confirm your approval and acceptance of this Agreement by signing and dating this Agreement in the space provided below and by returning it to my attention. Please keep a copy of this Agreement for your records.


Reprints Desk, Inc.			Research Solutions, Inc.

By:			By:
Name:			Name:
Title:			Title:

Accepted and agreed to on this, the _____

day of ____________________,


By:


Name:

EXHIBIT B

EMPLOYMENT, CONFIDENTIAL INFORMATION AND

INVENTIONS ASSIGNMENT AGREEMENT

Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”), dated as of March 29, 2021 (the “Commencement Date”), is between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Roy W. Olivier (“Executive”).

**1.**Position and Responsibilities

(a)Position. Executive is employed by the Company to render services to both the Company and Research Solutions in the position of Interim Chief Executive Officer and President. Executive shall perform such duties and responsibilities as are normally related to such position in accordance with the standards of the industry and any additional duties now or hereafter assigned to Executive by the Board of Directors of each of the Company and Research Solutions. Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time in the Company’s or Research Solutions’ sole discretion.

(d)Term. The term of employment of Executive by the Company pursuant to this Employment Agreement (the “Term”) shall be for the period commencing on the Commencement Date and ending on September 21, 2021, or such earlier date that Executive’s employment is terminated in accordance with the provisions of this Agreement.

(e)Exercise of Certain Options. Within five busines days following the Commencement Date, Executive shall fully exercise options granted to Executive on February 8, 2018 entitling Executive to purchase up to 65,000 shares of the Company’s common stock at a per share price of $1.15.

**2.**Compensation and Benefits

for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.

(b)Bonus Compensation. Executive is eligible to participate in the executive bonus plan as determined by the Board of Directors of each of the Company and Research Solutions.

**3.**At-Will Employment; Termination By the Company

(a)At-Will Termination by the Company. The employment of Executive shall be “at-will” at all times. The Company may terminate Executive’s employment with the Company at any time, without any advance notice, for any reason or no reason at all, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Company relating to the employment, discipline or termination of its employees. Upon and after such termination, all obligations of the Company under this Agreement shall cease, unless Executive’s employment is terminated without Cause, in which case the Company shall provide Executive with the severance benefits described in Section 3(b) below.

(b)Severance. Except in situations where the employment of Executive is terminated For Cause, By Death or By Disability (as defined in Section 4 below), in the event that the Company terminates the employment of Executive at any time prior to the end of the Term, Executive will be eligible to receive an amount equal to that portion of the then-current Base Salary that would be payable to Executive from such termination date through the end of the Term, payable in the form of salary continuation. Executive’s eligibility for severance is conditioned on Executive having first signed a release agreement in the form attached as Exhibit A. Executive shall not be entitled to any severance payments if Executive’s employment is terminated For Cause, By Death or By Disability (as defined in Section 4 below), if Executive’s employment is terminated by Executive (in accordance with Section 5 below), or upon the expiration of the Term.

**4.**Other Terminations By the Company

For Cause at any time, without any advance notice. The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, subject to any other rights or remedies of Employer under law; and thereafter all obligations of the Company under this Agreement shall cease.

**5.**At-Will Termination By Executive

Executive may terminate employment with the Company at any time for any reason or no reason at all, and in such circumstance the Company requests that Executive provide to the Company two weeks’ advance written notice. Executive shall continue to diligently perform all of Executive’s duties hereunder following Executive’s provision to the Company of any advance notice of Executive’s termination of his employment. In the event that Executive provides to the Company two weeks’ advance written notice of Executive’s termination of his employment with the Company, the Company shall have the option, in its sole discretion, to make Executive’s termination effective at any time prior to the end of such notice period as long as the Company pays Executive all compensation to which Executive is entitled up through the last day of the two week notice period. Thereafter all obligations of the Company shall cease.

**6.**Termination Obligations

(a)Return of Property. Executive agrees that all property (including without limitation all equipment, tangible proprietary information, documents, records, notes, contracts and computer-generated materials) furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment.

(b)Resignation and Cooperation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices then held with the Company and Research Solutions. At the request of the Board of Directors of each of the Company and Research Solutions, upon termination of Executive’s employment for any reason, executive shall resign from all directorships with the Company and Research Solutions. Following any

termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the Company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

**7.**Inventions and Proprietary Information; Prohibition on Third Party Information

(a)Proprietary Information Agreement. Executive agrees to sign and be bound by the terms of the Confidential Information and Inventions Assignment Agreement, which is attached as Exhibit B (“Proprietary Information Agreement”).

**8.**Arbitration

OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH OF THE COMPANY AND EXECUTIVE SHALL SEPARATELY PAY THEIR COUNSEL FEES AND EXPENSES.

ii.ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et seq.; AND

iii.ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

UNDERSTANDS THAT EXECUTIVE IS OFFERED EMPLOYMENT IN CONSIDERATION OF EXECUTIVE’S PROMISE TO ARBITRATE CLAIMS.

**9.**Amendments; Waivers; Remedies

**10.**Assignment; Binding Effect

(b)Binding Effect. Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates, officers, directors, agents, successors and assigns of the Company; and the heirs, devisees, spouses, legal representatives and successors of Executive.

**11.**Notices

Company’s Notice Address:

Research Solutions, Inc.

10624 S. Eastern Ave., Suite A-614

Henderson, NV 89052

Attention: CFO

Executive’s Notice Address:

Roy W. Olivier

1720 Oneco Avenue

Winter Park, FL 32789

**12.**Severability

**13.**Taxes

**14.**Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

**15.**Interpretation

**16.**Obligations Survive Termination of Employment

**17.**Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument.

**18.**Authority

**19.**Entire Agreement

This Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the Confidential Information and Inventions Assignment Agreement attached as Exhibit B). To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Executive’s duties, position, or compensation will not affect the validity or scope of this Agreement.

**20.**Executive Acknowledgement

[Signature Page Follows]

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

REPRINTS DESK, INC.


By:

Name: John Regazzi

Title: Lead Independent Director

RESEARCH SOLUTIONS, INC.


By:

Name: John Regazzi

Title: Lead Independent Director

EXECUTIVE

Roy W. Olivier

EXHIBIT A

RELEASE AGREEMENT

Date

Employee Name

Employee Address

Dear __________:

1.	Termination of employment. Your employment with the Company and Research Solutions shall terminate effective as of _____________ (the “Termination Date”). Effective as of the Termination Date, you shall cease to represent to any third parties that you are affiliated with Company and/or Research Solutions, in any way. You acknowledge and affirm that on or before execution of this Agreement, we delivered to you a final paycheck that includes payment for all accrued wages, salary, accrued and unused vacation time, reimbursable expenses, and any similar payments due and owing to you from the Company and Research Solutions as of the Termination Date.
2.	Payment. Not sooner than the 8^th^ day after the execution and delivery of this Agreement, and provided that the Agreement has not been revoked by you prior to that date, the Company shall commence payment of the discretionary severance cash benefit in the amount provided in and in accordance with the terms of Section 3(b) of that certain Executive Employment Agreement dated March 29, 2021, among you, the Company and Research Solutions, less all standard and applicable withholdings and payroll taxes (the “Severance Payment”).
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3.	Release. In consideration of the terms and provisions of this Agreement, you, for yourself and your successors, assigns, heirs, executors and administrators, hereby absolutely, fully, and forever irrevocably and unconditionally release and discharge the Company Parties from any and all manner of action or actions, cause or causes of action, suits, debts, liabilities, claims, accountings, demands, obligations, damages, reckonings, and liens of every kind, nature and description whatsoever, whether known or unknown, anticipated or unanticipated, suspected or unsuspected, (the bold portion defined collectively as "Claims") which you have or at any time heretofore had from the beginning of the world to the date of this Agreement, including but not limited to any and all Claims arising under common law or statutory law, including any and all administrative Claims,
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and any and all Claims for breach of any contract, express or implied, breach of any covenant of good faith and fair dealing, express or implied, employment discrimination, sexual harassment, fraud, misrepresentation, defamation, disparagement, any restriction on the right of the Company to terminate employees, any violation of public policy, any violation of constitutional rights, or any violations of federal, state or other governmental statute, regulation, or ordinance, including, without limitation: (a) Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq. (race, color, religion, sex and national origin discrimination); (b) 42 U.S.C. § 1981 of the Civil Rights Act of 1866 (discrimination); (c) the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634 (age discrimination in employment including discrimination against individuals over forty years of age); (d) the Equal Pay Act of 1963, 29 U.S.C. § 206 (equal pay); (e) the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (handicap discrimination); (f) the California Fair Employment and Housing Act, California Government Code §§ 12900 et seq. (discrimination, including race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or age); (g) the Fair Labor Standards Act of 1938, 29 U.S.C. §§ 201 et seq. (wage and hour matters); (h) the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395 et seq. (insurance matters); (i) the Employment Retirement Income Security Act of 1976, 29 U.S.C., § 1001 et seq. (retirement matters); (j) Executive Order 11246 (race, color, religion, sex and national origin discrimination); (k) Executive Order 11141 (age discrimination); (l) Section 503 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701 et seq. (handicap discrimination).

acknowledge that you have read and understand Section 1542 of the California Civil Code, which provides as follows:

5.	Revocation .You acknowledge that you shall be entitled to revoke this Agreement at any time prior to the expiration of seven (7) days after the date of this Agreement, by providing written notice of such revocation to the Company at its regular business address. You understand and agree that the Company will not pay the Severance Payment until after the expiration of this seven (7) day revocation period.
6.	COBRA Benefits. You will have the right to COBRA continuation coverage as to any Company-provided medical, dental, or vision plan in which you participate, which means that you will be entitled to buy continued health plan coverage under the normal COBRA health care continuation rules.
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7.	Reserved.
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8.	No Disparagement; Neutral Reference. Neither the current officers of the Company or Research Solutions nor you shall make any statement or engage in any conduct which may tend to disparage or actually disparage the good name and reputation of the other. Further, the parties expressly agree that, if anyone should inquire with the Company or Research Solutions concerning your prior employment, the only information that will be disclosed will be the last position held by you, the dates of your employment, and the fact that you voluntarily resigned from employment.
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9.	Return of Confidential Information, Company Computer Programs and Other Company Property. You agree that upon your execution of this Agreement, you already have, or will, deliver to the Company all Company information and other property, which you currently may have in your possession, custody and control including, but not necessarily limited to: all non-public or proprietary information concerning the Company’s business, property or financial affairs or those of its customers or suppliers including, without limitation, any correspondence, memoranda, files, documents, books, records, notes, plans, lists of customers, prospects, prices, price lists, technical specifications or methodology ("Confidential Information"), trade secrets, employment records and history, business plans, financial information, bank account statements and any and all versions or manifestations of any of the foregoing; the Company’s proprietary intellectual property and all computer programs, software and computer databases owned or licensed by the Company, including each and every “back-up” reproduction, photocopy, PC diskette, “print-out” and electronic hard copy reproduction thereof; and all other property of the
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Company or its suppliers, including keys, products, items from inventory, supplies, demonstration and promotional materials, brochures and selling materials, computers and computer equipment. Your further warrant and represent that you have not retained, and will not retain, Company Confidential Information, documents, data or communications, of any kind or character, whether in hard copy or electronic format.

10.	Restriction on Disclosure of Confidential Information. You agree that you shall remain bound by the terms and conditions of the Confidential Information and Inventions Assignment Agreement (“PIIA”) (a copy of which has been simultaneously provided with this Agreement), which shall remain in full force and effect. You acknowledge and agree that, during your employment with the Company and Research Solutions, you have had access to certain Confidential Information (as defined in the PIIA) concerning the Company's and Research Solutions’ business and business activities, and by executing this Agreement you further confirm that you have not retained or provided to others and shall not retain or provide to others any copies, reproductions or means of access (in any form) to any Confidential Information, and that you have not caused and shall not cause any changes, alterations or damage thereto (including the planting of any computer “viruses” therein) or made or make any deletions therefrom. You acknowledge and agree that any actual or threatened violation of this paragraph will cause the Company and Research Solutions irreparable harm which could not be remedied by monetary damages alone, and you hereby consent to the grant of any injunctive relief for violation of this paragraph.
11.	No Admissions. Nothing contained in this Agreement, nor any actions taken by you or the Company in the making or performance of this Agreement, shall be construed as or be deemed to be an admission by any of the parties of any fault, liability, or wrongdoing of any kind whatsoever, it being understood and agreed that all fault, liability and wrongdoing is expressly denied.
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12.	Integration. Except for your PIIA, the terms and conditions of which shall remain in full force and effect, this Agreement contains and constitutes the entire agreement and understanding between you and the Company and Research Solutions concerning the subject matter hereof, and supersedes and replaces all prior discussions and negotiations, proposed agreements or agreements, written or oral, pertaining to such subject matter. You acknowledge that no person has made any promise, representation, or warranty not contained herein to induce you to execute this Agreement and acknowledge that you have not executed this Agreement in reliance on any promise, representation, or warranty not contained herein.
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13.	Choice of Law; Venue; Interpretation. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of California, without regard to its principles of conflicts of laws, or U.S. federal law, where applicable, with venue for all purposes in Los Angeles County, California. This Agreement has been negotiated at arms' length between you and the Company and Research Solutions and any rule of law, including, but not limited to, Section 1654 of the California Civil Code (to the extent it is applicable to this Agreement), or any other statute or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has
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drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intentions of the parties to this Agreement.

14.	Severability. In the event that any provision of this Agreement should be held to be void, voidable, unlawful, or for any reason unenforceable, the remaining portions hereto shall remain in full force and effect.
15.	Non-assignment . The parties acknowledge and represent that each respective party is legally competent to execute this Agreement. You hereby acknowledge and represent that you have not assigned or otherwise transferred to any other person or entity any interest in any claim, demand, action, and/or cause of action you have, may have, or may claim to have against the Company Parties, and you agree to indemnify and hold harmless all persons or corporate entities released in this Agreement from any and all injuries, harm, damages, costs, losses, expenses, and/or liability, including reasonable attorneys’ fees and court costs incurred as a result of any claims or demands which may hereafter be asserted against any such released persons or entities by, through, or by virtue of, an assignment or other transfer by you.
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16.	Attorneys’ Fees. In the event of any dispute between you and the Company regarding an alleged breach, or the meaning or interpretation of this Agreement, the prevailing party in any ensuing litigation shall be entitled to recovery of his or its legal expenses and costs, including attorneys' fees.
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17.	Paragraph Headings; Invalid Clause. The paragraph headings in this Agreement are for convenience of reference only and they are not intended to and shall not in any way (a) enlarge or diminish the rights or obligations created by this Agreement or (b) affect the meaning or construction of this Agreement. Should any provision of this Agreement be held invalid or unenforceable, such provision shall be ineffective to the extent of such invalidity or unenforceability, without invalidating the remainder of such provision or the remaining portions of this Agreement.
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18.	Knowing and Voluntary Execution of this Agreement. You acknowledge that you were advised to seek legal advice prior to executing this Agreement and that you have been provided with adequate time to seek legal counsel prior to executing this Agreement. You further acknowledge and agree that you are voluntarily entering into this Agreement after full disclosure of all the facts and circumstances surrounding the execution of this Agreement and its legal effect. You expressly acknowledge and agree that you are able to read the language, and understand the meaning and effect, of this Agreement, and you have signed this Agreement knowingly and voluntarily. The parties acknowledge and agree that all parties shall bear their own attorneys' fees and costs in connection with the negotiation, preparation, and execution of this Agreement.
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19.	Multiple Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes.
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20.	Survival . The terms, conditions and restrictions of paragraphs (3), (8) (9), (10) and (13) shall survive the expiration or termination of this Agreement.
21.	Further Assurances . You hereby agree to execute, acknowledge and deliver to the Company such other and further documents and instruments, and to do all other acts and things, as may be reasonable requested by the Company to carry out the intent and purposes of this Agreement.
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Reprints Desk, Inc.			Research Solutions, Inc.

By:			By:
Name:			Name:
Title:			Title:

Accepted and agreed to on this, the _____

day of ____________________,


By:


Name:

EXHIBIT B

CONFIDENTIAL INFORMATION AND

INVENTIONS ASSIGNMENT AGREEMENT

Submission Proof - 21-4610-1

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION

I, Roy W. Olivier, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Research Solutions, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 13, 2021		/s/ Roy W. Olivier
		Roy W. Olivier
		Interim Chief Executive Officer and President, and Director (Principal Executive Officer)

Submission Proof - 21-4610-1

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION

I, Alan Louis Urban, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Research Solutions, Inc.;

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 13, 2021		/s/ Alan Louis Urban
		Alan Louis Urban
		Chief Financial Officer (Principal Financial and
		Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Research Solutions, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roy W. Olivier, Interim Chief Executive Officer and President, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Roy W. Olivier
Roy W. Olivier
Interim Chief Executive Officer and President, and Director (Principal Executive Officer)
May 13, 2021

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Research Solutions, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan Louis Urban, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Alan Louis Urban
Alan Louis Urban
Chief Financial Officer (Principal Financial and Accounting Officer)
May 13, 2021