Research Solutions, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 16th, 2011 • Derycz Scientific Inc • Services-business services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2011, between Derycz Scientific, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns in accordance with Section 5.7 hereof, a “Purchaser” and collectively, the “Purchasers”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 12th, 2010 • Derycz Scientific Inc • Services-business services, nec • Nevada

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of October [_______ __], 2010 by and among Derycz Scientific, Inc., a Nevada corporation (the “Company”), and [________] (“Indemnitee”).

COMMON STOCK PURCHASE WARRANT DERYCZ SCIENTIFIC, INC.
Derycz Scientific Inc • February 16th, 2011 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 3 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Derycz Scientific, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

RESEARCH SOLUTIONS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ DEBT SECURITIES
Indenture • December 22nd, 2023 • Research Solutions, Inc. • Services-business services, nec • New York

INDENTURE, dated as of [●], [●], among Research Solutions, Inc., a Nevada corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 14th, 2018 • Research Solutions, Inc. • Services-business services, nec

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 31, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and RESEARCH SOLUTIONS, INC., a Nevada corporation and REPRINTS DESK, INC., a Delaware corporation (jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

COMMON STOCK PURCHASE WARRANT DERYCZ SCIENTIFIC, INC.
Derycz Scientific Inc • January 7th, 2011 • Services-business services, nec • Nevada

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the four year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Derycz Scientific, Inc., a Nevada corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 20th, 2018 • Research Solutions, Inc. • Services-business services, nec • California

This Executive Employment Agreement, dated July 1, 2013 (the “Commencement Date”), is between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Marc Nissan, an individual residing at __________ (“Executive”).

OFFICE LEASE between
Office Lease • April 6th, 2012 • Derycz Scientific Inc • Services-business services, nec • California

THIS OFFICE LEASE (“Lease”), dated March 16, 2012, is made and entered into by and between 5435 Balboa, LLC, a California limited liability company, c/o Jamison Services, Inc., a California corporation (“Landlord”) and Derycz Scientific, Inc., a Nevada corporation (“Tenant”) upon the following terms and conditions:

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 28th, 2010 • Derycz Scientific Inc • Services-business services, nec • California

This Executive Employment Agreement, dated July 1, 2010 (the “Commencement Date”), is between Reprints Desk, Inc., a Delaware corporation (the “Company”), Derycz Scientific, a Nevada corporation, and Richard McKilligan, an individual residing at ____ (“Executive”).

COMMON STOCK PURCHASE WARRANT DERYCZ SCIENTIFIC, Inc.
Research Solutions, Inc. • July 22nd, 2016 • Services-business services, nec • Nevada

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 19, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the ten year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Derycz Scientific, Inc., a Nevada corporation (the “Company”), _______________ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 13th, 2021 • Research Solutions, Inc. • Services-business services, nec • California

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.

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 8th, 2015 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), dated June 30, 2015, hereby amends the Executive Employment Agreement (the “Agreement”) dated the July 1, 2013 between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Jan Peterson (“Executive”), an individual.

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2022 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2021, hereby amends the Executive Employment Agreement (the “Agreement”) dated July 1, 2010, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Scott Ahlberg (“Executive”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 28th, 2010 • Derycz Scientific Inc • Services-business services, nec • Nevada

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 23, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and DERYCZ SCIENTIFIC, INC., a Nevada corporation, REPRINTS DESK, INC., a Delaware corporation and POOLS PRESS, INC., an Illinois corporation (each a “Borrower” and collectively “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 28th, 2016 • Research Solutions, Inc. • Services-business services, nec • Nevada

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

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 18th, 2017 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), dated June 30, 2017, hereby amends the Executive Employment Agreement (the “Agreement”) dated the July 1, 2013 between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Scott Ahlberg (“Executive”), an individual.

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 20th, 2018 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), dated June 30, 2015, hereby amends the Executive Employment Agreement (the “Agreement”) dated the July 1, 2013 between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Marc Nissan (“Executive”), an individual.

CONSULTING AGREEMENT AMENDMENT
Consulting Agreement Amendment • September 23rd, 2021 • Research Solutions, Inc. • Services-business services, nec

This Consulting Agreement Amendment (“Amendment”) is entered into effective July 1, 2021 (“Effective Date”), hereby amends the Consulting Agreement (the “Agreement”) dated July 1, 2020, by and between Reprints Desk, Inc., a Delaware corporation located at 10624 S. Eastern Ave., Ste. A-614 Henderson, NV 89052, USA (“Company”), and Michiel van der Heijden BV, whose address is Onderweg 12, 4241 XG Arkel, Netherlands, Telephone: +31 (0)6 29 41 36 75 E-mail: m.vanderheyden@planet.nl (“Consultant”).

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 8th, 2015 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), dated June 30, 2015, hereby amends the Executive Employment Agreement (the “Agreement”) dated the July 1, 2013 between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Alan Urban (“Executive”), an individual.

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 2nd, 2020 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2020, hereby amends the Executive Employment Agreement (the “Agreement”) dated July 1, 2010, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Peter Derycz (“Executive”).

FIRST AMENDMENT TO LEASE -EXTENSION-
Lease • May 11th, 2015 • Research Solutions, Inc. • Services-business services, nec

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of March 3, 2015, by and between 5435 Balboa, LLC, a California limited liability company (“Landlord”), and Research Solutions, Inc., a Nevada corporation, formerly Derycz Scientific, Inc.(“Tenant”).

AGREEMENT AND PLAN OF MERGER by and among REPRINTS DESK, INC. RESEARCH SOLUTIONS ACQUISITION CORP 1, RESEARCH SOLUTIONS, INC., AS PARENT GUARANTOR, RESOLUTE INNOVATION, INC., and SHAREHOLDER REPRESENTATIVE SERVICES LLC Dated as of July 28, 2023
Agreement and Plan of Merger • July 31st, 2023 • Research Solutions, Inc. • Services-business services, nec • Delaware

This document is intended solely to facilitate discussions among the parties identified herein. It is not intended to create, and shall not be deemed to create, a legally binding or enforceable offer or agreement of any type or nature prior to the duly authorized and approved execution of this document by all such parties and the delivery of an executed copy hereof by all such parties to all other parties.

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 28th, 2007 • Derycz Scientific Inc • California

This Executive Employment Agreement, dated July 1, 2007 (the “Commencement Date”), is between Reprints Desk, Inc., a Delaware corporation (the “Company”), Derycz Scientific, Inc., a Nevada corporation (“Derycz”), Pools Press, Inc., an Illinois corporation (“Pools”) and Janice Peterson, an individual residing at _________________________________(“Executive”).

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 18th, 2017 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), dated June 30, 2017, hereby amends the Executive Employment Agreement (the “Agreement”) dated the July 1, 2013 between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Peter Derycz (“Executive”), an individual.

AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 4th, 2014 • Research Solutions, Inc. • Services-business services, nec • California

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

FRAMEWORK AGREEMENT FOR THE ASSIGNMENT OF PROFESSIONAL RECEIVABLES
Framework Agreement • April 4th, 2014 • Research Solutions, Inc. • Services-business services, nec

· The Company(2) TAAG SAS,1 SIRET number: 43128915600017,2 with a capital stock of €89,000, 3, rue Olympe de Gouges, 31350 Grigny, represented by its President. Mr. VENDEMIATI, Mario; and its General Director, Mr. CHAMBIN, Patrice, hereafter referred to as “the client”, on the other;

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2021 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2021, hereby amends the Executive Employment Agreement (the “Agreement”) dated November 3, 2011, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Alan Urban (“Executive”).

Settlement Agreement dated March 28, 2013, among Research Solutions, Inc., Techniques Appliquées aux Arts Graphiques, S.p.A., Fimmotaag, S.p.A., Patrice Chambin, and Mario Vendemiati.
Settlement Agreement • May 15th, 2013 • Research Solutions, Inc. • Services-business services, nec

TRANSACTIONAL PROTOCOL In Paris March 28, 2013 BETWEEN: TECHNIQUES APPLIED TO THE GRAPHIC ARTS, a simplified joint stock company with capital of € 89,000 which is headquartered Olympe De Gouges 3 Rue - Zac 91,350 GRIGNY of Radars and registered with the Trade and Companies under number Evry 431,289 156, represented by its President, Mr Peter Derycz, BELOW CALLED "TAAG" FIRST PART RESEARCH SOLUTIONS (formerly DERYCZ SCIENTIFIC Inc., following a change of name) a U.S. company whose head office is located 5435 Balboa Blvd, Suite 202, CA 91316 USA, represented by its President, Mr Peter Derycz, BELOW CALLED "RESEARCH SOLUTIONS" SECOND PART ET: FIMMOTAAG, limited liability company with a capital of 13,312 euros, whose registered office is located 130 road Morsang, 77176 NANDY, registered in Evry under number 430 108 050, in the person of his two co-managers and Gentlemen Patrice Chambin and Mario VENDEMIATI, hereafter "FIMMOTAAG" BELOW CALLED "FIMMOTAAG" THIRD

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2023 • Research Solutions, Inc. • Services-business services, nec

This Amendment to Executive Employment Agreement (“Amendment”), effective June 30, 2022, hereby amends the Executive Employment Agreement (the “Agreement”) dated July 1, 2013, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Scott Ahlberg (“Executive”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 19th, 2008 • Derycz Scientific Inc • Services-business services, nec • California

This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in Derycz Scientific, Inc. (the “Company”) as part of a private placement (the “Offering”) of Securities, consisting of 1 share of common stock of the Company (the “Shares”) and, for every 2 shares purchased, a Warrant to purchase 1 share of common stock of the Company (the “Warrants”, the Shares and Warrants are collectively referred to as the “Securities”), at a purchase price of $2.00 per share.

EQUIPMENT PURCHASE AGREEMENT P.O #
Equipment Purchase Agreement • December 28th, 2007 • Derycz Scientific Inc • Minnesota
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 18th, 2017 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), dated June 30, 2017, hereby amends the Executive Employment Agreement (the “Agreement”) dated the July 1, 2013 between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Ian Palmer (“Executive”), an individual.

CONSULTING AGREEMENT
Consulting Agreement • September 20th, 2018 • Research Solutions, Inc. • Services-business services, nec • California

This Consulting Agreement (“Agreement”) is entered into effective _31st of May _, 2018 (“Effective Date”), by and between Reprints Desk, Inc., a Delaware corporation located at 158521 Ventura Blvd. Suite 165, Encino, California 91436 (“Company”), and _Rogier Sales Consultancy (RSC)_, a Company ___________________ (“Consultant”).

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 2nd, 2020 • Research Solutions, Inc. • Services-business services, nec • California

This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2020, hereby amends the Executive Employment Agreement (the “Agreement”) dated November 3, 2011, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Alan Urban (“Executive”).

RESEARCH SOLUTIONS, INC. COMMON STOCK PURCHASE WARRANT
Research Solutions, Inc. • June 28th, 2016 • Services-business services, nec

This Warrant is being issued pursuant to a Securities Purchase Agreement, dated June 23, 2016 (the “SPA”), by and among the Company, the Initial Holder and the other parties thereto.

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