What changed in this filing

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Item 9A. Controls and Procedures

2020-09-24 compared with 2019-09-19 · 462 added, 498 removed, 476 unchanged (67% of the section changed)

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and procedures as of the end of the period covered by this Annual Report on Form 10-K.

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

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

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.

upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2019, the end

of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2020, the

end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Report on Internal Control over Financial

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Internal control over financial reporting

is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision

of, the company's principal executive and principal financial officers and effected by the company's board of directors, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with accounting principles generally accepted in the United States of America and

includes those policies and procedures that:

is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under

the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States

of America and includes those policies and procedures that:

(i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the

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use or disposition of the company's assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems,

no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations of internal

control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over

financial reporting.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well

designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there

is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is

possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, it is possible to design

into the process safeguards to reduce, though not eliminate, this risk.

Management evaluated

the effectiveness of our internal control over financial reporting as of June 30, 2019, using the framework set forth in the report

of the Treadway Commission’s Committee of Sponsoring Organizations (“COSO”), “2013 Internal Control - Integrated

Framework.”

Based upon that evaluation, management believes our internal control over financial reporting was effective as

of June 30, 2019.

the effectiveness of our internal control over financial reporting as of June 30, 2020, using the framework set forth in the

report of the Treadway Commission’s Committee of Sponsoring Organizations (“COSO”), “2013 Internal Control

- Integrated Framework.”

Based upon that evaluation, management believes our internal control over financial reporting was

effective as of June 30, 2020.

Inherent Limitations on the Effectiveness

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Chief Sales Officer

Yohann Georgel

Chief Marketing Officer

June 11, 2018

Michiel van der Heijden

Chief Product Officer

John Regazzi (1)(3)

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Peter Victor Derycz –

Chief Executive Officer and President, Director

Executive Officer and President, Director

Derycz founded

Reprints Desk and has served as its Chief Executive Officer and President since January 6, 2006.

Derycz also served as Chairman

of the Board from January 6, 2006 through August 19, 2015.

Derycz also served

as Chairman of the Board from January 6, 2006 through August 19, 2015.

Derycz was a founder of Infotrieve, Inc.

in 1989 and served as

its President from February 2003 until September 2003.

He served as the Chief Executive Officer of Puerto Luperon, Ltd.

a real estate development company, from January 2004 until December 2005.

He served on the International Advisory Board of the

San Jose State University School of Information, and served as a member of the board of directors of Insignia Systems, Inc.

(NASDAQ:ISIG),

a consumer products advertising company from 2006 to 2014.

Derycz received a B.A.

in Psychology from the University of California

at Los Angeles.

in 1989 and served as its President from February 2003 until September 2003.

He served as the Chief Executive Officer

of Puerto Luperon, Ltd.

(Bahamas), a real estate development company, from January 2004 until December 2005.

served on the International Advisory Board of the San Jose State University School of Information, and served as a member of the

board of directors of Insignia Systems, Inc.

(NASDAQ:ISIG), a consumer products advertising company from 2006 to 2014.

received a B.A.

in Psychology from the University of California at Los Angeles.

Our board of directors believes that Mr.

Derycz’

familiarity with our day-to-day operations, his strategic

vision for our business and his past leadership and management experience make him uniquely qualified to serve as a director.

familiarity with our day-to-day operations, his strategic vision for our business and his past leadership and management experience

make him uniquely qualified to serve as a director.

Alan Louis Urban –

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Officer and Secretary

Urban joined Research

Solutions in 2011 and has over 25 years of experience in corporate finance and accounting.

Urban has previously served in numerous

senior management positions, including:

Research Solutions in 2011 and has over 25 years of experience in corporate finance and accounting.

Urban has previously

served in numerous senior management positions, including:

Vice President of Finance and Treasurer for Infotrieve from 2000 to

Chief Financial

Officer of a leading online poker company from 2005 to 2006;

and Chief Financial Officer of ReachLocal (NASDAQ:RLOC) from 2007

to 2009, an internet marketing company that ranked #1 on Deloitte’s Tech Fast 500 List.

Urban has also held positions

as an audit and tax manager in public accounting, and as an internal auditor.

Chief Financial Officer of a leading online poker company from 2005 to 2006;

and Chief Financial Officer of ReachLocal (NASDAQ:RLOC)

from 2007 to 2009, an internet marketing company that ranked #1 on Deloitte’s Tech Fast 500 List.

Urban has also

held positions as an audit and tax manager in public accounting, and as an internal auditor.

He holds a B.S.

in Business, with a concentration

in Accounting Theory and Practice, from California State University, Northridge and has been a Certified Public Accountant (currently

inactive) since 1998.

in Business, with

a concentration in Accounting Theory and Practice, from California State University, Northridge and has been a Certified Public

Accountant (currently inactive) since 1998.

Scott Ahlberg –

Chief Operating

Ahlberg has effectively

served as the Chief Operating Officer since July 1, 2007, and has many years of experience in content and startup businesses.

Ahlberg started with Dynamic Information (EbscoDoc) in the 1980s, then went on to lead Sales and Marketing at Infotrieve, Inc.

effectively served as the Chief Operating Officer since July 1, 2007, and has many years of experience in content and startup

Ahlberg started with Dynamic Information (EbscoDoc) in the 1980s, then went on to lead Sales and Marketing

at Infotrieve, Inc.

After leaving Infotrieve in 2005 Mr.

Ahlberg provided consulting services to ventures in professional networking and medical podcasting.

Ahlberg provided consulting services to ventures in professional

networking and medical podcasting.

He joined Reprints Desk in 2006.

His areas of expertise include strategic planning, operational innovation, copyright and content

licensing, and quality management.

Ahlberg has degrees from Stanford University (B.A., 1984) and the University of London (M.A.,

His areas of expertise include strategic planning, operational

innovation, copyright and content licensing, and quality management.

Ahlberg has degrees from Stanford University (B.A.,

1984) and the University of London (M.A., 1990).

Marc Nissan –Chief Technology

Nissan has 15 years

of experience in systems architecture and technology build-out.

Nissan is an experienced software developer with strong hands-on

management and interpersonal skills.

Nissan has performed full implementation and integration of custom software solutions

for clients, including interviewing users, gathering requirements, analysis, design, and documentation.

During the past 15

15 years of experience in systems architecture and technology build-out.

Nissan is an experienced software developer with

strong hands-on management and interpersonal skills.

Nissan has performed full implementation and integration of custom

software solutions for clients, including interviewing users, gathering requirements, analysis, design, and documentation.

During the past 15 years, Mr.

Nissan has held various technology architecture positions at Infotrieve, Ultralink, and MPDN.

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in incubator firms Rockstart and ACE.

Yohann Georgel –

Chief Marketing

12 years of marketing experience, most recently serving as senior director of digital marketing for PrimeSport for over six years.

PrimeSport is the leader in providing direct access to the biggest sporting events on the planet, offering tickets, travel and

Prior to that, he was a director of digital marketing for OleOle, a social media platform for soccer fans worldwide.

While there, he was in charge of marketing in 10 different languages.

Georgel's passion for data and algorithms led him to

pursue a career in digital marketing, specifically search engine optimization and marketing.

Other areas of his expertise include

data analysis, social media and user experience.

Michiel van der Heijden –

Product Officer

van der Heijden has

over 15 years of experience in the STM publishing industry and has held various roles in product technology, product development

and business development.

His most recent role at industry-leading publisher Springer Nature was VP Business Development, managing

a team of product owners, responsible for all institutional academic, government & corporate eBooks and journals business

models, including one of the most prestigious scientific journals:

van der Heijden worked at another

STM publishing giant, Elsevier in various product management roles.

He served as the Interim Head of the Central Public Services

Department at the University Utrecht Library for 2 years, where he was responsible for the development of the digital University

In his final year in University he was a founding partner of a Dutch web company focused on the design and implementation

of internet applications for customers in the Education and Cultural field.

van der Heijden received his Masters

in Industrial Design Engineering in 1996 from the Technical University of Delft, The Netherlands, specializing in Business &

Product Development.

John Regazzi –

Regazzi was appointed to our board of directors on June 22, 2015 and was appointed Chairman of the

Board effective August 20, 2015.

Regazzi is an information services and IT industry innovator, with more than four decades

of experience.

He is currently managing director of Akoya Capital Partners, a sector-focused private investment firm, where for

the last few years he has served as its professional information services sector leader.

He has also been a professor at the Long

Island University’s College of Education, Information and Technology since 2005, and has served as dean of LIU’s College

of Information and Computer Science.

appointed to our board of directors on June 22, 2015 and was appointed Chairman of the Board effective August 20, 2015.

Regazzi is an information services and IT industry innovator, with more than four decades of experience.

He is currently

managing director of Akoya Capital Partners, a sector-focused private investment firm, where for the last few years he has served

as its professional information services sector leader.

He has also been a professor at the Long Island University’s College

of Education, Information and Technology since 2005, and has served as dean of LIU’s College of Information and Computer

Before joining Akoya Capital Partners, Mr.

Regazzi served for several years as CEO of Elsevier

and managing director of the NYSE-listed Reed Elsevier, the world’s largest publisher and information services company

for journal and related scientific, technical and medical content.

At Reed Elsevier, he oversaw its expansive electronic publishing

portfolio, with a program staff of 3,000 and revenues exceeding $1 billion.

He was previously CEO of Engineering Information, which

he helped turn around before being acquired by Reed Elsevier.

Regazzi served for several years as CEO of Elsevier Inc.

director of the NYSE-listed Reed Elsevier, the world’s largest publisher and information services company for journal and

related scientific, technical and medical content.

At Reed Elsevier, he oversaw its expansive electronic publishing portfolio,

with a program staff of 3,000 and revenues exceeding $1 billion.

He was previously CEO of Engineering Information, which he helped

turn around before being acquired by Reed Elsevier.

As a recognized industry thought leader, Mr.

Regazzi has designed,

launched, and managed some of the most innovative and well-known information services in the professional communities, including

the Engineering Village, Science Direct, Scirus and Scopus, as well as numerous other electronic information services dating back

to the early days of the online and CD-ROM industries.

Regazzi has designed, launched,

and managed some of the most innovative and well-known information services in the professional communities, including the Engineering

Village, Science Direct, Scirus and Scopus, as well as numerous other electronic information services dating back to the early

days of the online and CD-ROM industries.

Regazzi has served on a variety of corporate and industry boards, including

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Regazzi earned his B.S.

Johns University,

University, M.A.

from University of Iowa, M.S.

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in Information Science from Rutgers University.

of directors concluded that Mr.

Regazzi should serve as a director in light of his extensive experience in the information services

Our board of directors concluded that Mr.

Regazzi should serve as a director in light of his extensive experience in the information

services industry.

General Merrill McPeak –

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and civilian work force of over 850,000 people serving at 1,300 locations in the United States and abroad.

As a member of the

Joint Chiefs of Staff, he and the other service chiefs were military advisors to the Secretary of Defense and the President.

McPeak has served on the board of directors of several publicly traded companies, including long service with Trans World Airlines,

As a member of the Joint

Chiefs of Staff, he and the other service chiefs were military advisors to the Secretary of Defense and the President.

has served on the board of directors of several publicly traded companies, including long service with Trans World Airlines, Inc.

and with the test and measurement company, Tektronix, Inc.

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Our board of directors concluded that Gen.

McPeak should serve as a director in

light of his demonstrated leadership abilities and years of experience serving on the boards of directors of numerous publicly

traded corporations.

McPeak should serve as a director in light

of his demonstrated leadership abilities and years of experience serving on the boards of directors of numerous publicly traded

corporations.

Cooper –

Cooper has more

than 15 years of experience in the financial markets.

more than 15 years of experience in the financial markets.

He has served in various capacities, including investment management,

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Cooper served as a Board member at ARI Networks (NASDAQ:

ARIS) from 2014 to 2017,

until True Wind Capital Management took the company private in August 2017.

Cooper currently serves on the Board of YouMail,

Inc., and Wings for Crossover, a 501(c)3 non-profit organization.

ARIS) from 2014

to 2017, until True Wind Capital Management took the company private in August 2017.

Cooper currently serves

on the Board of YouMail, Inc., and Wings for Crossover, a 501(c)3 non-profit organization.

Cooper has a B.A.

in International Relations from the

University of Southern California and M.B.A.

in International Relations from the University of Southern California and M.B.A.

from Georgetown University.

In light of Mr.

Cooper's financial and executive

experience, our board of directors believes it to be in the Company's best interests that Mr.

Cooper's financial and executive experience, our board of directors believes it to be in the Company's best interests

Cooper serve as a director.

Olivier –

Olivier currently

serves as president and CEO of ARI Network Services (formerly NASDAQ:

ARIS), a provider of an award-winning suite of SaaS tools

and marketing services.

Olivier most recently served as president and CEO of ARI

Network Services (formerly NASDAQ:

ARIS), a provider of an award-winning suite of SaaS tools and marketing services to OEMs and

Dealers worldwide.

Before joining ARI in 2006, Mr.

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Prior to that, he served as VP of sales and marketing for ProQuest Media Solutions, a business he founded in 1993 and sold to ProQuest

He previously held various executive and managerial positions with other companies in the telecommunications and computer

industries, including Multicom Publishing, Tandy Corporation, BusinessLand and PacTel.

He previously started and successfully sold tow software startup companies and held various executive and managerial positions

with other companies in the telecommunications and computer industries.

In light of Mr.

Olivier's executive and

operational experience, our board of directors believes it to be in the Company's best interests that Mr.

Olivier's executive and operational experience,

our board of directors believes it to be in the Company's best interests that Mr.

Olivier serve as a director.

Term of Office and Family Relationships

Term of Office

Each director serves

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our board of directors and serves at its discretion.

Section 16(a) Beneficial Ownership

Reporting Compliance

Section 16(a) of the

Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity securities

to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a)

forms they file.

Our review of copies of the Section 16(a) reports filed during the fiscal year ended June 30, 2019 indicates that

all filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with

except as follows:

Delinquent Section 16(a) Reports

Section 16(a) of

the Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity

securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a) forms

Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal

year ended June 30, 2020 indicates that all filing requirements applicable to our officers, directors, and greater than ten

percent beneficial owners were complied with except as follows:

each of Messrs.

Georgel, Nissan and van Erkel failed to timely file a Form 3;

Cooper, Nissan and van Erkel failed to timely

file a Form 4 reporting one transaction;

each of Messrs.

Derycz, Georgel,

Urban and van Erkel failed to timely file a Form 4 reporting one transaction;

Nissan failed to timely file two Form 4s each

Ahlberg and Derycz failed to timely file two Form 4s each

reporting one transaction;

Ahlberg failed to timely file two Form 4s, the first reporting one transaction and the second

reporting two transactions.

Urban failed to timely file three Form 4s each reporting one transaction;

failed to timely file one Form 4 reporting six transactions.

Audit Committee Financial Expert

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has a separately designated standing Audit Committee, comprised of Messrs.

Cooper (Chairman), Regazzi, McPeak and Olivier, each

of whom our board of directors has determined to be an independent director as that term is defined in the applicable rules for

companies traded on the NASDAQ Stock Market.

Regazzi (Chairman), Cooper, McPeak and Olivier,

each of whom our board of directors has determined to be an independent director as that term is defined in the applicable rules for

companies traded on NASDAQ.

Our board of directors has determined that Mr.

Regazzi qualifies as an “audit

committee financial expert”

Regazzi qualifies as an “audit committee

financial expert”

as defined under SEC rules.

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The code is available in the Corporate Governance

Code of Ethical Conduct section of our website, www.researchsolutions.com.

Code of Ethical Conduct section of our website, www.researchsolutions.investorroom.com.

Executive Compensation

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2020, and 4,445 shares of restricted stock granted on May 12, 2020.

The grant date fair value was estimated using the market price of

our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period,

and remains subject to forfeiture if vesting conditions are not met.

(2) Represents the grant date fair value of 62,487 shares of restricted stock granted on August 22,

2017, 10,975 shares of restricted stock granted on November 21, 2017, 12,185 shares of restricted stock granted on February 8,

2018, and 11,315 shares of restricted stock granted on May 10, 2018.

The grant date fair value was estimated using the market price

of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period,

and remains subject to forfeiture if vesting conditions are not met.

The grant date fair value was estimated using the market

price of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting

period, and remains subject to forfeiture if vesting conditions are not met.

(2) Represents the grant date fair value of 40,340 shares of restricted stock granted on August 9,

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2019, and 2,444 shares of restricted stock granted on May 17, 2019.

The grant date fair value was estimated using the market price of

our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period,

and remains subject to forfeiture if vesting conditions are not met.

The grant date fair value was estimated using the market

price of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting

period, and remains subject to forfeiture if vesting conditions are not met.

(3) Represents the grant date fair value of 16,100 shares of restricted stock granted on August 1,

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2020, and 3,298 shares of restricted stock granted on May 12, 2020.

The grant date fair value was estimated using the market price of

our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period,

and remains subject to forfeiture if vesting conditions are not met.

The grant date fair value was estimated using the market

price of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting

period, and remains subject to forfeiture if vesting conditions are not met.

(4) Represents the grant date fair value of 29,929 shares of restricted stock granted on August 9,

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2019, and 1,813 shares of restricted stock granted on May 17, 2019.

The grant date fair value was estimated using the market price of

our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period,

and remains subject to forfeiture if vesting conditions are not met.

(6) Represents the grant date fair value of options granted on September 30, 2017 to purchase 75,000

shares of common stock at an exercise price of $1.50.

The grant date fair value was estimated using the Black-Scholes option pricing

model with the following weighted-average assumptions:

risk-free interest rate of 1.45%;

volatility of 76%;

expected term of 2.6

and no dividend yield.

The stock options vest over a three year period, with a one year cliff vesting period, and expire

on December 21, 2022.

The grant date fair value was estimated using the market

price of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting

period, and remains subject to forfeiture if vesting conditions are not met.

Employment Agreements

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Under the terms of the executive employment agreement, Mr.

Derycz has agreed to serve as our Chief Executive Officer and President

on an at-will basis.

Derycz has agreed to serve as our Chief Executive Officer

and President on an at-will basis.

The term of the agreement ends on June 30, 2021.

The agreement provides for a base salary of $360,700

The agreement provides for a base

salary of $371,520 per year.

No part of Mr.

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may terminate the agreement at any time, with or without cause.

Derycz will be eligible to receive an amount equal to six (6)

months of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

may terminate the agreement at any time, with or without reason, upon four weeks’

Derycz will be eligible to receive an amount equal to

six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

Derycz may terminate the agreement at any time, with or without reason, upon four weeks’

advance written notice.

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November 3, 2011, we entered into an executive employment agreement with Mr.

Urban which was subsequently amended on June 30, 2019.

Urban which was subsequently amended on

June 30, 2020.

Under the terms of the executive employment agreement, Mr.

Urban has agreed to serve as our Chief Financial Officer on an at-will

Urban has agreed to serve as our Chief Financial

Officer on an at-will basis.

The term of the agreement ends on June 30, 2021.

The agreement provides for a base salary of $265,225 per year.

The agreement provides for a base salary

of $273,180 per year.

The agreement contains

provisions that prohibit Mr.

Urban from soliciting our customers or employees during his employment with us and for one year afterward.

Urban from soliciting our customers or employees during his employment with us and for one year

The agreement also contains provisions that restrict disclosure by Mr.

Urban of our confidential information and assign ownership

to us of inventions related to our business that are created by him during his employment.

We may terminate the agreement at any

time, with or without cause.

Urban will be eligible to receive an amount equal to six (6) months of his then-current base salary

payable in the form of salary continuation if he is terminated without cause.

Urban may terminate the agreement at any time,

with or without reason, upon four weeks’

Urban of our confidential information and

assign ownership to us of inventions related to our business that are created by him during his employment.

We may terminate the

agreement at any time, with or without cause.

Urban will be eligible to receive an amount equal to six (6) months

of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

terminate the agreement at any time, with or without reason, upon four weeks’

advance written notice.

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Under the terms of the executive employment agreement, Mr.

Ahlberg has agreed to serve as Chief Operating Officer on an at-will

Ahlberg has agreed to serve as Chief Operating Officer on

an at-will basis.

The term of the agreement ends on June 30, 2021.

The agreement provides for a base salary of $233,400 per year.

The agreement provides for a base salary of $240,400

The agreement contains

provisions that prohibit Mr.

Ahlberg from soliciting our customers or employees during his employment with us and for one year

Ahlberg from soliciting our customers or employees during his employment with us and for one

year afterward.

The agreement also contains provisions that restrict disclosure by Mr.

Ahlberg of our confidential information and assign

ownership to us of inventions related to our business that are created by him during his employment.

We may terminate the agreement

at any time, with or without cause.

Ahlberg will be eligible to receive an amount equal to six (6) months of his then-current

base salary payable in the form of salary continuation if he is terminated without cause.

Ahlberg may terminate the agreement

at any time, with or without reason, upon four weeks’

Ahlberg of our confidential information

and assign ownership to us of inventions related to our business that are created by him during his employment.

We may terminate

the agreement at any time, with or without cause.

Ahlberg will be eligible to receive an amount equal to six (6) months

of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

may terminate the agreement at any time, with or without reason, upon four weeks’

advance written notice.

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Under the terms of the executive employment agreement, Mr.

Nissan has agreed to serve as Chief Technology Officer on an at-will

Nissan has agreed to serve as Chief Technology Officer on

an at-will basis.

The term of the agreement ends on June 30, 2021.

The agreement provides for a base salary of $238,700 per year.

The agreement provides for a base salary of $245,860

The agreement contains

provisions that prohibit Mr.

Nissan from soliciting our customers or employees during his employment with us and for one year afterward.

Nissan from soliciting our customers or employees during his employment with us and for one year

The agreement also contains provisions that restrict disclosure by Mr.

Nissan of our confidential information and assign ownership

to us of inventions related to our business that are created by him during his employment.

We may terminate the agreement at any

time, with or without cause.

Nissan will be eligible to receive an amount equal to six (6) months of his then-current base

salary payable in the form of salary continuation if he is terminated without cause.

Nissan may terminate the agreement at

any time, with or without reason, upon four weeks’

Nissan of our confidential information and

assign ownership to us of inventions related to our business that are created by him during his employment.

We may terminate the

agreement at any time, with or without cause.

Nissan will be eligible to receive an amount equal to six (6) months

of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

terminate the agreement at any time, with or without reason, upon four weeks’

advance written notice.

Rogier van Erkel

On May 18, 2018, we

entered into a consulting agreement with Mr.

On May 18, 2018,

we entered into a consulting agreement with Mr.

Under the terms of the consulting agreement, Mr.

van Erkel has agreed to

serve as our Chief Sales Officer.

has agreed to serve as our Chief Sales Officer.

The term of the agreement ends on July 2, 2021.

The agreement provides for total compensation

of approximately $250,000 per year assuming certain performance targets are attained.

The agreement contains

provisions that prohibit Mr.

van Erkel from soliciting our customers or employees during his service with us.

The agreement also

contains provisions that restrict disclosure by Mr.

van Erkel of our confidential information and assign ownership to us of inventions

related to our business that are created by him during his service with us.

After the first year we may terminate the agreement

at any time, with or without cause.

van Erkel will be eligible to receive an amount equal to three (3) months of his then-current

base salary payable in the form of salary continuation if he is terminated without cause.

The agreement provides for

total compensation of approximately $250,000 per year assuming certain performance targets are attained.

agreement contains provisions that prohibit Mr.

van Erkel from serving any interest or taking any action which might conflict

with our interests .

The agreement also contains provisions that restrict disclosure by Mr.

van Erkel of our confidential

information and assign ownership to us of inventions related to our business that are created by him during his service with us.

After the first year we may terminate the agreement at any time, with or without cause.

van Erkel will be eligible to

receive an amount equal to three (3) months of his then-current base salary payable in the form of salary continuation if

he is terminated without cause.

After the first year Mr.

van Erkel may

terminate the agreement at any time, with or without reason, upon 60 days notice.

Yohann Georgel

On June 11, 2018, Mr.

Georgel was hired and agreed to serve as our Chief Marketing Officer.

On July 1, 2019, we entered into a consulting

agreement with Mr.

The agreement provides for total compensation of approximately $240,000 per year assuming certain performance

targets are attained

The agreement contains

provisions that prohibit Mr.

Georgel from soliciting our customers or employees during his service with us.

The agreement also

contains provisions that restrict disclosure by Mr.

Georgel of our confidential information and assign ownership to us of inventions

related to our business that are created by him during his service with us.

Either party may terminate the agreement at any time,

with or without reason, upon 30 days notice.

Outstanding Equity Awards at Fiscal Year Ended June 30, 2019

van Erkel may terminate the agreement at any time, with or without

reason, upon 60 days’

Michiel van der Heijden

On July 1, 2020,

we entered into a consulting agreement with Mr.

van der Heijden.

Under the terms of the consulting agreement, Mr.

der Heijden has agreed to serve as our Chief Product Officer.

The agreement provides for a base salary of approximately $220,000

per year and additional bonus if certain performance targets are attained.

agreement contains provisions that prohibit Mr.

van der Heijden from serving any interest or taking any action which

might conflict with our interests.

The agreement also contains provisions that restrict disclosure by Mr.

van der Heijden

of our confidential information and assign ownership to us of inventions related to our business that are created by him during

his service with us.

After the first year we may terminate the agreement at any time, with or without cause.

van der Heijden

will be eligible to receive an amount equal to four (4) months of his then-current base salary payable in the form of salary

continuation if he is terminated without cause.

After the first year Mr.

van der Heijden may terminate the agreement at any

time, with or without reason, upon 60 days’

Outstanding Equity at Fiscal Year Ended June 30, 2020

The following table sets forth information

17 unchanged sentences

$ 13,563 (21)

$ 13,291 (23)

Alan Louis Urban

$ 44,275 (17)

$ 10,063 (19)

$ 10,063 (21)

Scott Ahlberg

$ 44,275 (17)

$ 10,063 (19)

$ 10,063 (21)

Stock options expire ten years from the grant date.

22 unchanged sentences

Compensation of Directors

following table sets forth compensation awarded or paid to our directors for the last fiscal year for the services rendered

by them to the Company in all capacities.

The following table sets forth compensation

awarded or paid to our directors for the last fiscal year for the services rendered by them to the Company in all capacities.

Director Compensation for the Fiscal

Years Ended June 30, 2020 and 2019

Compensation ($)

John Regazzi (1)

Merrill McPeak (2)

Janice Peterson

Peterson received no compensation for her services as a director of the Company.

Other compensation represents the following amounts paid to Ms.

Peterson for her services as an employee of the Company:

salary in the amount of $195,605, bonus in the amount of $73,209, grant date fair value of restricted stock of $41,249 (represents the grant date fair value of 16,364 shares of restricted stock granted on August 23, 2016, 5,000 shares of restricted stock granted on November 21, 2016, 8,479 shares of restricted stock granted on February 16, 2017, and 10,460 shares of restricted stock granted on May 11, 2017), and other compensation in the amount of $5,349.

The grant date fair value of restricted stock was estimated using the market price of the Company’s common stock at the date of grant.

The restricted stock vests over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.

Outstanding equity awards as of June 30, 2019 consists of options to purchase 100,000 shares of common stock at $2.40 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share.

Outstanding equity awards as of June 30, 2019 consists of shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.25 per share, shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.19 per share, options to purchase 50,000 shares of common stock at $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, and options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share.

Outstanding equity awards as of June 30, 2019 consists of options to purchase 50,000 shares of common stock at $2.40 per share, options to purchase 43,750 shares of common stock at an exercise price of $1.09 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share.

Outstanding equity awards as of June 30, 2019 consists of options to purchase 50,000 shares of common stock at $2.40 per share, options to purchase 65,000 shares of common stock at an exercise price of $1.15 per share.

Outstanding equity awards as of June 30, 2020 consists of options to purchase 100,000 shares of common stock at $3.13 per share 100,000 shares of common stock at $2.40 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share.

Outstanding equity awards as of June 30, 2020 consists of shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, 50,000 shares of common stock at an exercise price of $1.25 per share, shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.19 per share, options to purchase 50,000 shares of common stock at $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, and options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share.

Outstanding equity awards as of June 30, 2020 consists of options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, 50,000 shares of common stock at $2.40 per share, options to purchase 43,750 shares of common stock at an exercise price of $1.09 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share.

Security Ownership of Certain Beneficial

1 unchanged sentence

The following table

sets forth certain information, as of September 13, 2019, with respect to the holdings of (1) each person who is the beneficial

owner of more than five percent of our common stock, (2) each of our directors, (3) each named executive officer, and (4) all of

our directors and executive officers as a group.

Beneficial ownership of the common stock is determined in accordance with the rules of the Securities

and Exchange Commission and includes any shares of common stock over which a person exercises sole or shared voting or investment

powers, or of which a person has a right to acquire ownership at any time within 60 days of September 13, 2019.

Except as otherwise

indicated, and subject to applicable community property laws, the persons named in this table have sole voting and investment power

with respect to all shares of common stock held by them.

The address of each director and officer is c/o Research Solutions, Inc.,

15821 Ventura Blvd., Suite 165, Encino, California 91436.

Applicable percentage ownership in the following table is based on 24,470,255

shares of common stock outstanding as of September 13, 2019 plus, for each person, any securities that person has the right to

acquire within 60 days of September 13, 2019.

sets forth certain information, as of September 18, 2020, with respect to the holdings of (1) each person who is the

beneficial owner of more than five percent of our common stock, (2) each of our directors, (3) each named executive officer,

and (4) all of our directors and executive officers as a group.

ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes

any shares of common stock over which a person exercises sole or shared voting or investment powers, or of which a person has a

right to acquire ownership at any time within 60 days of September 18, 2020.

Except as otherwise indicated, and subject to

applicable community property laws, the persons named in this table have sole voting and investment power with respect to all shares

of common stock held by them.

The address of each director and officer is c/o Research Solutions, Inc., 10624 S.

Eastern Ave.,

A-614, Henderson, NV 89052 .

Applicable percentage ownership in the following table is based on 26,207,040 shares of

common stock outstanding as of September 18, 2020 plus, for each person, any securities that person has the right to acquire

within 60 days of September 18, 2020.

Name and Address of Beneficial Owner

3 unchanged sentences

Los Angeles, CA 90049

12 West Capital Fund Ltd.

90 Park Avenue, 41st Floor

New York, NY 10016

12 West Capital Offshore Fund LP (3)

12 West Capital Management LP (2)

90 Park Avenue, 41st Floor

New York, NY 10016

16 Fort Hills Lane

Greenwich, CT 06831

Samjo Capital, LLC (3)

7 unchanged sentences

Rogier van Erkel (8)

Yohann Georgel (10)

Michiel van der Heijden

John Regazzi (9)

1 unchanged sentence

All Directors and Executive Officers as a group (10 persons) (13)

Paul Kessler exercises voting and investment power over the shares held by Bristol Investment Fund, Ltd.

Paul Kessler exercises voting and investment

power over the shares held by Bristol Investment Fund, Ltd.

and is the brother-in-law of Peter Victor Derycz.

Kessler previously served as a member of our board of directors from August 18, 2014 through November 6, 2015.

Includes shares underlying warrants to purchase 880,500 shares of common stock at an exercise price of $1.25 per share.

Joel Ramin, the General Partner of 12 West Management LP, the investment manager of 12 West Capital Fund LP, exercises voting and investment power over the shares held by 12 West Capital Fund LP but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Includes shares underlying warrants to purchase 619,500 shares of common stock at an exercise price of $1.25 per share.

Joel Ramin, the General Partner of 12 West Management LP, the investment manager of 12 West Capital Offshore Fund LP, exercises voting and investment power over the shares held by 12 West Capital Offshore Fund LP but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

previously served as a member of our board of directors from August 18, 2014 through November 6, 2015.

Joel Ramin, the General Partner of 12 West Management LP, the investment manager of 12 West Capital Fund LP and 12 West Capital Offshore Fund LP, exercises voting and investment power over the shares held by 12 West Capital Fund LP and 12 West Capital Offshore Fund LP, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Wiener, the sole managing member of Samjo Capital, LLC and Samjo Management, LLC, exercises voting and investment power over the shares held by Samjo Capital, LLC.

3 unchanged sentences

Urban, 5,000 shares owned by each of the three children of Mr.

Urban, shares underlying options to purchase 100,000 shares of common stock at an exercise price of $1.02 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.30 per share, options to purchase 24,000 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 1,800 shares of common stock at an exercise price of $1.25 per share, and 71,196 shares of unvested restricted stock.

The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met.

Includes shares underlying options to purchase 75,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 20,000 shares of common stock at an exercise price of $1.02 per share, options to purchase 25,600 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 1,500 shares of common stock at an exercise price of $1.25 per share, and 70,045 shares of unvested restricted stock.

Urban, shares underlying options to purchase 125,000 shares of common stock at an exercise price of $1.30 per share, options to purchase 24,000 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 1,800 shares of common stock at an exercise price of $1.25 per share, and 46,647 shares of unvested restricted stock.

The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met.

Includes shares underlying options to purchase 100,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 100,000 shares of common stock at an exercise price of $1.30 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.02 per share, options to purchase 28,800 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 3,000 shares of common stock at an exercise price of $1.25 per share, and 75,045 shares of unvested restricted stock.

Includes shares underlying options to purchase 75,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 25,600 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 1,500 shares of common stock at an exercise price of $1.25 per share, and 43,647 shares of unvested restricted stock.

The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met.

(9) Includes shares underlying options to purchase 83,333 shares of common stock at an exercise price of $1.95 per share.

(10) Includes shares underlying options to purchase 37,500 shares of common stock at an exercise price of $1.95 per share.

Includes shares underlying warrants to purchase 22,500 shares of common stock at an exercise price of $1.25 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share, and options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share.

Includes shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.25 per share, warrants to purchase 50,000 shares of common stock at an exercise price of $1.19 per share, warrants to purchase 7,500 shares of common stock at an exercise price of $1.25 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, and options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share..

Includes shares underlying options to purchase

100,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 100,000 shares of common stock at an

exercise price of $1.30 per share, options to purchase 28,800 shares of common stock at an exercise price of $1.15 per share, and

warrants to purchase 3,000 shares of common stock at an exercise price of $1.25 per share, and 45,730 shares of unvested restricted

The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture

if vesting conditions are not met.

Includes shares underlying options to purchase

150,000 shares of common stock at an exercise price of $1.95 per share, and warrants to purchase 15,000 shares of common stock

at an exercise price of $1.25 per share

Includes shares underlying warrants to purchase 22,500 shares of common stock at an exercise price of $1.25 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share.

Includes shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.25 per share, warrants to purchase 50,000 shares of common stock at an exercise price of $1.19 per share, warrants to purchase 7,500 shares of common stock at an exercise price of $1.25 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share.

Includes 223,000 shares of common stock held by the Cooper Family Trust Dated 8/1/2004 and 26,500 shares of common stock held by Mr.

Cooper’s IRA and SEP IRA, and shares underlying warrants to purchase 195,000 shares of common stock at an exercise price of $1.25 per share, and options to purchase 43,750 shares of common stock at an exercise price of $1.09 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, and options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share.

Cooper’s IRA and SEP IRA, and shares underlying warrants to purchase 100,000 shares of common stock at an exercise price of $1.25 per share, and options to purchase 43,750 shares of common stock at an exercise price of $1.09 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share.

Cooper exercises voting and investment power over the shares held by the Cooper Family Trust Dated 8/1/2004, and his IRA and SEP IRA.

Includes shares underlying options to purchase 65,000 shares of common stock at an exercise price of $1.15 per share, and options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share.

Includes shares underlying warrants to purchase 337,300 shares of common stock, and shares underlying options to purchase 2,221,983 shares of common stock.

Change of Control

To the knowledge of

management, there are no present arrangements or pledges of securities of our company that may result in a change in control of

Includes shares underlying options to purchase 65,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share.

Includes shares underlying warrants

to purchase 257,300 shares of common stock, and shares underlying options to purchase 2,331,150 shares of common stock.

Equity Compensation Plan Information

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.

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 June 30, 2019, there were 537,246 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 following table provides information as of

June 30, 2019 with respect to the Plans, which are the only compensation plans under which our equity securities are, or have been,

authorized for issuance.

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

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.

On November 12, 2019, the maximum

number of shares of common stock that may be issued pursuant to awards granted under the 2017 Plan increased from 1,874,513 to

As of June 30, 2020, there were 622,429 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 following table provides information as of June 30, 2020 with respect to the Plans, which

are the only compensation plans under which our equity securities are, or have been, authorized for issuance.

Plan category

16 unchanged sentences

Equity compensation plans not approved by stockholders

(1) The weighted average exercise price excludes restricted

stock awards, which have no exercise price.

(2) Shares underlying options to purchase 3,287,335 shares

of common stock and 2,166,549 shares of restricted common stock.

(3) Shares underlying warrants to purchase 200,000 shares

of common stock.

(1) The weighted average exercise

price excludes restricted stock awards, which have no exercise price.

(2) Shares underlying options to purchase

3,327,580 shares of common stock and 2,277,366 shares of restricted common stock.

Certain Relationships

5 unchanged sentences

and in which any director, executive officer,

shareholder who beneficially owns 5% or more of our common stock or any member of their immediate family had or will have a direct

shareholder who beneficially owns more than 5% of our common stock or any member of their immediate family had or will have a direct

or indirect material interest.

3 unchanged sentences

Regazzi (Chairman), Derycz, McPeak, Cooper and Olivier.

Our board of directors has

determined that Mr.

Our board of directors

has determined that Mr.

Regazzi, Gen.

Cooper and Mr.

Olivier are independent directors as that term is defined in the applicable

rules for companies traded on the NASDAQ Stock Market.

Olivier are independent directors as that term

is defined in the applicable rules for companies traded on NASDAQ.

Regazzi, Gen.

Cooper and Mr.

Olivier are each members of

the Audit Committee, Compensation Committee and Nominating and Governance Committee of our board of directors, and each of them

meets the NASDAQ Stock Market’s independence standards for members of such committees.

are each members of the Audit Committee, Compensation Committee and Nominating and Governance Committee of our board of directors,

and each of them meets NASDAQ’s independence standards for members of such committees.

Principal Accounting

3 unchanged sentences

The following table

presents the aggregate fees for professional audit services and other services rendered by Weinberg & Company, P.A., our independent

registered public accountants in the fiscal years ended June 30, 2019 and 2018.

presents the aggregate fees for professional audit services and other services rendered by Weinberg & Company, P.A., our

independent registered public accountants in the fiscal years ended June 30, 2020 and 2019.

June 30, 2020

5 unchanged sentences

our Annual Reports on Form 10-K, and reviews of our interim consolidated financial statements included in our Quarterly Reports

on Form 10-Q and our Registration Statement on Form S-1, including amendments thereto.

on Form 10-Q, including amendments thereto.

Audit-Related

7 unchanged sentences

2020 and 2019, is compatible with maintaining the auditor’s independence.

audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the audit committee

of our board of directors.

Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including

bookkeeping or other services related to the accounting records or financial statements of the audit client;

financial information

systems design and implementation;

All audit and non-audit

services that may be provided by our principal accountant to us shall require pre-approval by the audit committee of our board

of directors.

Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including bookkeeping

or other services related to the accounting records or financial statements of the audit client;

financial information systems

design and implementation;

appraisal or valuation services, fairness opinion, or contribution-in-kind reports;

actuarial services;

internal audit outsourcing services;

1 unchanged sentence

human resources;

broker-dealer, investment adviser, or investment

banking services;

broker-dealer, investment adviser, or investment banking

legal services and expert services unrelated to the audit;

and any other service that the Public Company Accounting

Oversight Board determines, by regulation, is impermissible.

and any other service that the Public Company Accounting Oversight

Board determines, by regulation, is impermissible.

Financial Statement Schedules

2 unchanged sentences

statements of Research Solutions, Inc.

and its subsidiaries and the independent registered public accounting firm’s report

dated September 19, 2019, are incorporated by reference to Item 8 of this report.

(a)(2) and (c) Financial

Statement Schedules

and its subsidiaries and the independent registered public accounting firm’s

report dated September 24, 2020, are incorporated by reference to Item 8 of this report.

Not required.

(a)(3) and (b) Exhibits

See the "Exhibit

beginning on the page immediately following the signature page hereto for the list of exhibits filed as part of this

report, which list is incorporated herein by reference.

Form 10-K Summary

Pursuant to the requirements of Section

13 or 15(d) 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.

/s/ Peter Victor Derycz

Peter Victor Derycz

September 19, 2019

Chief Executive Officer (Principal Executive Officer)

/s/ Alan Louis Urban

Alan Louis Urban

September 19, 2019

Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY

THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Victor Derycz and Alan Urban, and

each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in

his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same,

with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said

attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite

and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying

and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully

do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Peter Victor Derycz

Peter Victor Derycz

Chief Executive Officer (Principal Executive Officer), President and Director

September 19, 2019

/s/ Alan Louis Urban

Alan Louis Urban

Chief Financial Officer (Principal Financial and Accounting Officer) and Secretary

September 19, 2019

/s/ John Regazzi

Chairman of the Board

September 19, 2019

/s/ Merrill McPeak

Merrill McPeak

September 19, 2019

EXHIBIT INDEX

9 unchanged sentences

(Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on October 17, 2012.)

Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc.

Description of the registrant’s common stock.

Executive Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc.

and Peter Victor Derycz.

(Incorporated by reference to Exhibit 10.3 to the registrant’s Annual Report on Form 10-K filed on September 28, 2010.)++

Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc.

and Janice Peterson.

(Incorporated by reference to Exhibit 10.6 to the registrant’s Annual Report on Form 10-K filed on September 28, 2010.)++

Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc.

Executive Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.5 to the registrant’s Annual Report on Form 10-K filed on September 28, 2010.)++

Loan and Security Agreement dated July 23, 2010, between Silicon Valley Bank, Research Solutions, Inc., Reprints Desk, Inc.

and Pools Press, Inc.

(Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 28, 2010.)

Form of Common Stock Purchase Warrant dated November 5, 2010.

(Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on November 12, 2010.)++

Amendment to Loan and Security Agreement dated October 31, 2011, between Silicon Valley Bank, Research Solutions, Inc., Reprints Desk, Inc.

and Pools Press, Inc.

(Incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 14, 2011.)

Employment Agreement dated November 3, 2011, between Research Solutions, Inc., Reprints Desk, Inc.

Executive Employment Agreement dated November 3, 2011, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Louis Urban.

2 unchanged sentences

(Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed on July 22, 2016)++

Amendment to Loan and Security Agreement dated February 8, 2012, between Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on February 14, 2012.)

Amendment to Employment Agreement dated July 1, 2012, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated July 1, 2012, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K filed on September 28, 2012.)++

Amendment to Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Peter Victor Derycz.

(Incorporated by reference to Exhibit 10.10 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++

Amendment to Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Janice Peterson.

(Incorporated by reference to Exhibit 10.11 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++

Amendment to Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.12 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++

Amendment to Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Louis Urban.

(Incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++

Amendment to Loan and Security Agreement dated September 18, 2013, between Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.17 to the registrant’s Registration Statement on Form S-1 (File No.

333-195045) filed on April 4, 2014.)

Amendment to Loan and Security Agreement dated October 31, 2013, between Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 7, 2013.)

Amendment to Loan and Security Agreement dated March 29, 2014, between Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.19 to the registrant’s Registration Statement on Form S-1 (File No.

333-195045) filed on April 4, 2014.)

Amendment to Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

and Peter Victor Derycz.

(Incorporated by reference to Exhibit 10.23 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++

Amendment to Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

and Janice Peterson.

(Incorporated by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++

Amendment to Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.25 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++

Amendment to Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Louis Urban.

(Incorporated by reference to Exhibit 10.26 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++

Amendment to Loan and Security Agreement dated November 4, 2015, between Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 16, 2015.)

Securities Purchase Agreement dated June 23, 2016, among Research Solutions, Inc.

6 unchanged sentences

(Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on June 28, 2016.)

Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Ian Palmer.

(Incorporated by reference to Exhibit 10.32 to the registrant’s Annual Report on Form 10-K filed on September 20, 2016.) ++

Amendment to Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

and Ian Palmer.

(Incorporated by reference to Exhibit 10.33 to the registrant’s Annual Report on Form 10-K filed on September 20, 2016.) ++

Office Lease dated December 29, 2016 between Research Solutions, Inc.

1 unchanged sentence

(Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 6, 2017.)

Amendment to Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

and Peter Victor Derycz.

(Incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++

Amendment to Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

and Janice Peterson.

(Incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++

Amendment to Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++

Amendment to Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Urban.

(Incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++

Amendment to Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

and Ian Palmer.

(Incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++

Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

Executive Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Marc Nissan.

Amendment to Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

and Marc Nissan.

Amendment to Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

and Marc Nissan.

Agreement dated May 31, 2018, between Reprints Desk, Inc.

and Rogier Van Erkel.++

Amendment to Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

Amended and Restated Loan and Security Agreement dated October 31, 2017, between Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed February 14, 2018.)

Consulting Agreement dated May 31, 2018, between Reprints Desk, Inc.

and Rogier Sales Consultancy.

(Incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

and Peter Victor Derycz.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++

Amendment to Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Urban.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++

Amendment to Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++

Amendment to Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

and Marc Nissan.

(Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++

Consulting Agreement dated July 1, 2019, between Research Solutions, Inc.

and Yohann Georgel.++

First Amendment to Amended and Restated Loan and Security Agreement, effective December 31, 2019, among Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

Second Amendment to Amended and Restated Loan and Security Agreement, dated February 14, 2020, among Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 14, 2020.)

Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc.

and Peter Victor Derycz.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++

Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Urban.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++

Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++

Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc.

and Marc Nissan.

(Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++

Consulting Agreement dated July 1, 2020, between Reprints Desk, Inc.

and Michiel van derHeijden BV.++

List of Subsidiaries.

19 unchanged sentences

2017 Omnibus Incentive Plan.

(Incorporated by reference to Appendix A to the Registrant’s Definitive

Proxy Statement filed on September 26, 2017.)++

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

(Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 26, 2017.)++

Amendment No.

1 to 2017 Omnibus Incentive Plan.

(Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 21, 2019.)++

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

* Furnished herewith

++ Indicates management contract or compensatory plan.

Pursuant to the requirements of Section 13

or 15(d) 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.

/s/ Peter Victor Derycz

Peter Victor Derycz

September 24, 2020

Chief Executive Officer (Principal

Executive Officer)

/s/ Alan Louis Urban

Alan Louis Urban

September 24, 2020

Chief Financial Officer (Principal

Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY

THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Victor Derycz and Alan Urban, and

each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in

his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file

the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting

unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing

requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby

ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may

lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Peter Victor Derycz

Peter Victor Derycz

Chief Executive Officer (Principal Executive

September 24, 2020

Officer), President and Director

/s/ Alan Louis Urban

Alan Louis Urban

Chief Financial Officer (Principal Financial

September 24, 2020

and Accounting Officer) and Secretary

/s/ John Regazzi

Chairman of the Board

September 24, 2020

/s/ Merrill McPeak

Merrill McPeak

September 24, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures