AMENDMENT TO LOAN AND SECURITY AGREEMENT

AMENDMENT TO LOAN AND SECURITY AGREEMENT

This AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 31^st day of October 2013, by and between Silicon Valley Bank (“Bank”) and Research Solutions, Inc., a Nevada corporation and Reprints Desk, Inc., a Delaware corporation (jointly and severally, the “Borrower”).

Recitals

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

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

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

Agreement

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

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

2. Amendments to Loan Agreement.

2.1 Modified Interest Rates. Section 2.3(a) of the Loan Agreement is hereby amended in its entirety to read as follows:

(a) Advances. Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line shall accrue interest at a floating per annum rate equal to (i) at all times when a Streamline Period is in effect, two and one-half percentage points (2.50%) above the Prime Rate and (ii) at all times when a Streamline Period is not in effect, five and one-quarter percentage points (5.25%) above the Prime Rate, which interest shall, in either case, be payable monthly in accordance with Section 2.3(f) below.

2.2 Addition of Minimum Interest. The following language is hereby added at the end of Section 2.3 as subclause (g) and shall read as follows:

(g) Minimum Interest. In the event the aggregate amount of interest earned by Bank in any month (such period, the “Minimum Interest Period,” which period shall begin on November 1, 2013 and continue with each month thereafter until the earlier of the Revolving Line Maturity Date or the date this Agreement is terminated) is less than $1,000 (exclusive of any collateral monitoring fees, unused line fees, or any other fees and charges hereunder) (“Minimum Interest”), Borrower shall pay to Bank, upon demand by Bank, an amount equal to the (i) Minimum Interest minus (ii) the aggregate amount of all interest earned by Bank (exclusive of any collateral monitoring fees, unused line fees, or any other fees and charges hereunder) in such Minimum Interest Period. The amount of Minimum Interest charged shall be prorated for any partial Minimum Interest Period upon termination of this Agreement. Borrower shall not be entitled to any credit, rebate, or repayment of any Minimum Interest pursuant to this Section 2.3(g) notwithstanding any termination of this Agreement or the suspension or termination of Bank’s obligation to make loans and advances hereunder. Bank may deduct amounts owing by Borrower under this Section 2.3(g) pursuant to the terms of Section 2.3(d). Bank shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of this Section 2.3(g).

2.3 Deletion of Collateral Monitoring Fee. Effective as of November 1, 2013, Section 2.4(c) of the Loan Agreement is hereby amended in its entirety to read as follows:

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

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

For each of the month ending September 30, 2013 an: $750,000 plus the dollar amount shall be increased by (i) 50% of Net Income for the fiscal quarter ending September 30, 2013 and (ii) 50% of issuances of equity after August 1, 2013 and the principal amount of Subordinated Debt; and

For the month ending October 31, 2013 and each month ending thereafter: $500,000 plus, in each instance above, the dollar amount shall be increased by (i) 50% of Net Income for the fiscal quarter ending December 31, 2013 and each fiscal quarter ending thereafter and (ii) 50% of issuances of equity after October 1, 2013 and the principal amount of Subordinated Debt; provided, however, the Tangible Net Worth shall be increased by 40% (instead of 50%) with respect to the amount of proceeds received by Borrower from the exercise of the Inducement Warrants.

2.5 Modified Early Termination Provision. Section 12.1 of the Loan Agreement is hereby amended in its entirety to read as follows:

12.1 Termination Prior to Revolving Line Maturity Date. This Agreement may be terminated prior to the Revolving Line Maturity Date by Borrowers, effective three (3) Business Days after written notice of termination is given to Bank. Notwithstanding any such termination, Bank’s lien and security interest in the Collateral and all of Bank’s rights and remedies under this Agreement shall continue until Borrowers fully satisfies their Obligations. If such termination is at any Borrower’s election, Borrowers shall pay to Bank, in addition to the payment of any other expenses or fees then-owing, a termination fee in an amount equal to the following: (i) two percent (2.0%) of the Maximum Dollar Amount if any such termination occurs on or before October 31, 2014 and (ii) one percent (1.0%) of the Maximum Dollar Amount if any such termination arises after October 31, 2014, provided that no termination fee shall be charged if the credit facility hereunder is replaced with a new facility from another division of Bank.

2.6 Added Definitions Regarding Minimum Interest. The following definitions are hereby to Section 13.1 of the Loan Agreement, in alphabetical order, and shall read as follows:

“Minimum Interest” is defined in Section 2.3(g).

“Minimum Interest Period” is defined in Section 2.3(g).

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

(l) From November 1, 2013 through March 31, 2014, an aggregate cash Investment (up to a maximum of $333,333) equal to one-third (33.33%) of the amount of proceeds received by Research Solutions, Inc. from the exercise of Research Solutions, Inc. warrants held by investors which warrants have an exercise price of $2.00 per share and an expiration date of on or before November 30, 2013 (the “Inducement Warrants”), provided that no Event of Default has occurred and is continuing both before and after giving effect to each such cash Investment.

2.8 Modified Definition of Prime Rate. The definition of “Prime Rate” set forth in Section 13.1 of the Loan Agreement is hereby amended to read as follows:

“Prime Rate” is the greater of (i) three and one-quarter percent (3.25%) per annum or (ii) the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors).

2.9 Modified Definition of Revolving Line Maturity Date. The definition of “Revolving Line Maturity Date” set forth in Section 13.1 of the Loan Agreement is hereby amended to read as follows:

“Revolving Line Maturity Date” is October 31, 2015.

2.10 Anniversary Fee. Borrower hereby agrees that in addition to the fee set forth in Section 6 hereof, on October 31, 2014, Borrower shall pay Bank a fully earned, non-refundable anniversary fee in the amount of $20,000.

2.11 TAAG. The Borrower acknowledges and agrees that its Subsidiary, TAAG, will not be a party to the Loan Agreement nor will TAAG’s Accounts be included in the definition of Eligible Accounts. Bank will not, at this point in time, require Borrower to execute a stock pledge agreement in favor of Bank with regard to Borrower’s equity interests in TAAG, nor will Bank, at this time, require TAAG to execute such documents as Bank deems necessary in order for TAAG to be made a co-Borrower under the Loan Agreement.

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

3. Limitation of Amendments.

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

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

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

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

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

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

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

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

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

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

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

6. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto and (b) Borrower’s payment of an amendment fee in an amount equal to $20,000.

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

[Signature page follows.]

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

BANK	BORROWER
Silicon Valley Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President	Research Solutions, Inc. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CFO
	BORROWER
	Reprints Desk, Inc. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: CFO

EXHIBIT C

COMPLIANCE CERTIFICATE

TO:

SILICON VALLEY BANK

Date:

FROM: RESEARCH SOLUTIONS, INC. on behalf of itself and the other Borrowers

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

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

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

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

Reporting Covenant	Required	Complies

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

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

Financial Covenant	Required	Actual	Complies

Maintain on a Monthly Basis:
Minimum Quick Ratio	0.80:1.0	_____:1.0	Yes No
Minimum Tangible Net Worth	For the month ending 9/30/13: $750,000* For month ending 10/31/13 and each month thereafter: $500,000**	$_________	Yes No

plus (i) fifty percent (50%) of quarterly Net Income (for the quarter ending September 30, 2013) and (ii) fifty percent (50%) of issuances of equity and Subordinated Debt after August 1, 2013. *plus (i) fifty percent (50%) of quarterly Net Income (starting with quarter ending December 31, 2013) and (ii) fifty percent (50%) of issuances of equity and Subordinated Debt after October 1, 2013 (40% of amount of proceeds received from the Inducement Warrants).

Streamline Period		Applies

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

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

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

RESEARCH SOLUTIONS, INC. on behalf of itself and the other Borrowers

By:

Name:

Title:

BANK USE ONLY

Received by: _____________________

authorized signer

Date: ___________________________

Verified: ________________________

authorized signer

Date: __________________________

Compliance Status: Yes No

Schedule 1 to Compliance Certificate

Financial Covenants of Borrowers

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

Dated: ____________________

I. Quick Ratio (Section 6.7(a))

Required: 0.80:1.00

Actual:

A.	Aggregate value of the unrestricted cash of Borrowers	$

B.	Aggregate value of the net billed accounts receivable of Borrowers	$

C.	Quick Assets (the sum of lines A and B)	$

D.	Aggregate value of Obligations to Bank	$

E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrowers’ consolidated balance sheet, including all Indebtedness, and not otherwise reflected in line D above that matures within one (1) year	$

F.	Current Liabilities (the sum of lines D and E)	$

G.	Quick Ratio (line C divided by line F)

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

_________ No, not in compliance

_______ Yes, in compliance

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

Required: (a) $750,000 for September 2013 plus the foregoing increasing by (i) fifty percent (50%) of quarterly Net Income (for the quarter ending September 30, 2013) plus (ii) fifty percent (50%) of issuances of equity and Subordinated Debt after August 1, 2013; and

(b) $500,000 for October 2013 and each month ending thereafter plus each of the foregoing increasing by (i) fifty percent (50%) of quarterly Net Income (starting with the quarter ending December 31, 2013) plus (ii) fifty percent (50%) of issuances of equity and Subordinated Debt after October 1, 2013; provided, however, such percentage shall be forty percent (40%) of the amount of proceeds received with respect to the Inducement Warrants.

Actual:

A.	Aggregate value of total assets of Borrower and its Subsidiaries	$

B.	Aggregate value of goodwill of Borrower and its Subsidiaries	$

C.	Aggregate value of intangible assets of Borrower and its Subsidiaries	$

D.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness	$

E.	Aggregate value of Indebtedness of Borrower subordinated to Borrower’s Indebtedness to Bank	$

F.	Tangible Net Worth (line A minus line B minus line C minus line D plus line E)	$

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

_________ No, not in compliance

_______ Yes, in compliance

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AMENDMENT TO LOAN AND SECURITY AGREEMENT

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