Research Solutions (RSSS) 10-Q 2025 Q2 Quarterly report

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), effective as of October 4, 2024 (the “EffectiveDate”),isenteredintobyandbetweenRoyW.Olivier,anindividual(“you”or“your”), and Research Solutions, Inc., a Nevada corporation (the “Company”).

In consideration of the mutual covenants and promises made in this Agreement, you and the Company agree as follows:

1.Position and Responsibilities.As of the Effective Date, you will serve as a full- time employee of the Companyas the Company’s Chief Executive Officer and President (“CEO andPresident”).Asthe CEOandPresident, you shallreportdirectlytotheCompany’s Boardof Directors (the “Board”).You shall have the duties, responsibilities and authority that are customarily associated with such position and such other senior management duties as may reasonablybeassignedbytheBoard,ineachcase,inaccordancewithCompanypolicyassetforth fromtimetotimebytheBoardandsubjecttothetermshereof.Additionally,attherequestofthe Board, you shall also serve, without additional compensation, as the CEO and President of the Company’s current and future subsidiaries.You shall devote substantially all of your business time and commit your best efforts to the Company’s business.Your duties shall be primarily performed atlocationsdeterminedbythe Boardfromtimetotimeand will besubject torequisite business travel.Nothing herein shall preclude you from (i) serving as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non- competing businesses and charitable organizations subject to your notifying the Board of such activities, (ii)engaging in charitable activities and community affairs, and (iii) managing your personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by you so as not to materiallyinterfere, individuallyor in the aggregate, with the performance of your duties and responsibilities hereunder.

2.At-WillEmployment.YouremploymentwiththeCompanywillbe“at-will”atall times, and either you or the Company may terminate such employment at any time and for any reason,withorwithoutCause(asdefinedbelow),ineachcasesubjecttothetermsandprovisions of this Agreement.The terms of Sections 7 through 14 and Section 17 shall each survive any termination or expiration of this Agreement or of your employment.

3.Salary,Bonus,EquityIncentivesandOtherBenefits.Fortheavoidanceofdoubt, the Board may delegate its authority and responsibilities under this Section 3 to a committee of members of the Board, subject to the requirements of applicable law.

(a)Base Salary.During your employment as CEO and President under this Agreement, youwillbepaidanannualbasesalaryatleastequalto$425,000(the“BaseSalary”) for your services as CEO and President, payable in the time and manner that the Company customarily pays its employees.Your Base Salary shall also be reviewed annually by the Board and may be adjusted by the Board in its discretion.

(b)Bonus Compensation.You are eligible to participate in the Company’s executive bonus plans as determined by the Board.

(c)Equity Incentives.You will receive, in connection with your service as CEO and President, equity incentive awards as determined by the Board.

4.Business Expenses.During your employment as CEO and President under this Agreement, you will be reimbursed for all reasonable business expenses (including, but without limitation, travel expenses) upon the properly completed submission of requisite forms and receiptstotheCompanyinaccordancewiththeCompany’sexpensereimbursementpoliciesasin effect from time to time.

5.Employee Benefit Programs.You will be eligible to participate in all employee benefitprogramsandperquisitesinamannercommensuratewithsimilarlysituatedemployeesof the Company and its controlled affiliates, subject to satisfying the applicable eligibility requirements. The Company may amend, modify or terminate these benefits at any time and for any reason.

6.Consequences of Termination of Employment.Unless the Company and you otherwise agree in writing, upon termination of your employment as CEO and President for any reason, youshallbedeemedtohaveimmediatelyresignedfromallpositionsasanofficer(and/or director, if applicable) with the Company (and its respective affiliates) as of your last day of employment (the “Termination Date”).Upon termination of your employment as CEO and President for any reason, you shall receive payment or benefits from the Company covering the following:(i)allunpaidsalaryandunpaidvacationaccruedthroughtheTerminationDate,(ii) any payments/benefits to which you are entitled under the express terms of any applicable Company employee benefit plan, (iii) any unreimbursed valid business expenses for which you have submitted (or timely submit) properly documented reimbursement requests in accordance with Section 4, and (iv) your then outstanding equity compensation awards will be governed by their applicable terms (collectively, (i) through (iv)are the “Accrued Pay”).You may also be eligible forotherpost-employmentpaymentsandbenefitsasprovidedinthisAgreement.Forpurposesof thisAgreement,“QualifyingTermination”means(1)either(a)aterminationofyouremployment as CEO and President without Cause by the Company, or (b) your resignation as CEO and President for Good Reason, and (2) that you have timely complied with the release of claims requirements of Section 6(e).Fortheavoidance ofdoubt, atermination of youremployment due to death or Disabilityis addressed in Section 6(d) below and will not be considered a Qualifying Termination.

(a)For Cause.For purposes of this Agreement, your employment may be terminated by the Company for “Cause” as a result of the occurrence of one or more of the following:

(i)yourconvictionof,orapleaofguiltyornolocontendereto,afelony or other crime involving moral turpitude, dishonesty, breach of trust or physical harm to any person;

(ii)yourfailuretocomplyinanymaterialrespectwiththetermsofthis Agreement and the Confidentiality Agreement (as defined below) and/or the policies and proceduresoftheCompanyoraCompanyaffiliateatwhichyouserveasanofficerand/ordirector, the violation of which results in material harm to the Company,or your repeated failure to carry

-2-

outanyreasonabledirectiveoftheBoardconcerningtheoperationsoftheCompanyorits affiliates;

(iii)your acts (or omissions) of fraud, theft, embezzlement, misappropriation of trade secrets or other illegal conduct in your performance of duties for the Company or a Company affiliate; or

(iv)yourengagingin anyact ofdishonesty, disloyalty, moralturpitude, or any other conduct in connection with your responsibilities to the Company and/or any of its affiliates that causes material harm to the Company or any Company affiliate.

Prior to your termination for Cause, you will be provided with written notice from the Company describing the conduct forming the basis for the alleged Cause.To the extent curable (as determinedbytheBoardinitsdiscretion),youwillhaveanopportunityofthirty(30)daystocure such conduct and consequences before the Company may terminate you for Cause.Any terminationfor“Cause”willnotlimitanyotherrightorremedytheCompanymayhaveunderthis Agreement or otherwise.

In the event your employment is terminated by the Company for Cause you will be entitled only to your Accrued Pay, and you will be entitled to no other compensation from the Company.

For the avoidance of doubt, terminations of employment due to death or Disability, which are addressed in Section 6(d) below, are not terminations for Cause.

(b)Qualifying Termination.TheCompanymayterminate youremployment asCEOandPresidentwithoutCauseatanytimeandforanyreasonwithnoticeoryoumayresign your employment as CEO and President for Good Reason upon thirty (30) days advance written notice.IfyouremploymentasCEOandPresidentisterminatedduetoaQualifyingTermination, then you will be eligible to receive the items set forth below subject to your timely compliance withSection 6(e)andfurtherprovidedthatnopaymentsforsuchQualifyingTerminationshallbe made until on or after the date of a “separation from service” within the meaning of CodeSection 409A.

(i)IftheCompanyterminatesyouremploymentasCEOandPresident betweenJuly1andSeptember15ofagivenfiscalyear,theCompanyshallpayyouforanyaccrued butunpaidbonuspayablepursuanttoSection 3(b)abovewithrespecttotheimmediatelypreceding completedfiscalyear(withsuchpaymentoccurringatthesametimethatthefinalbonuspayment would be made if you had remained employed and taking into account any interim payments previously made) (the “Earned Bonus”);

(ii)TheCompanyshallpayyouaprorataportionofanybonuspayable pursuanttoSection 3(b) aboveinrespectofthefiscal yearinwhichtheTerminationDateoccurs, if any, pro-rated for the number of days in such fiscal year in which you wereemployed over the number of total calendar days in such fiscal year (with such payment occurring at the same time that the bonus payment would be made if you had remained employed) (the “Pro Rata Bonus”);

(iii)Subject to Section 10 below, the Company shall provide you with cashpaymentsovertheeighteen(18)-monthperiodfollowingyourTerminationDate(the

-3-

“Severance Period”) equal in the aggregateto yourthen current annual BaseSalary(prior to any reduction giving rise to Good Reason) pro-rated for the Severance Period.The cash payments providedbythissubpart(iii)shallbepaidtoyouinsubstantiallyequalinstallmentspayableunder regularpayrollpracticesovertheSeverancePeriod,providedthatoncesuchpaymentscommence, they will include any unpaid amounts accrued from your Termination Date;

(iv)The Company shall continue to pay the Company portion of the premiums for your Company group medical insurance coverage (or alternative comparable coverage)duringtheSeverancePeriodprovidedyoucontinuetotimelypay(includingpursuantto deductions from payments you receive during the Severance Period in accordance with the Company’sregularpayrollpractices)thesameportion(ifany)ofthenecessarypremiumthatyou wereresponsibletopayasofimmediatelybeforeyourTerminationDate.Inallcases,thecoverage (and/or reimbursement payments) provided in this subpart shall immediatelyterminate if you are offered comparable coverage in connection with your employment by another employer; and

(v)For purposes of this Agreement, you may resign your employment fromtheCompanyasCEOandPresidentfor“GoodReason”withinninety(90)daysafterthedate that any one of the following events described in subparts (1) through (3) (anyone of which will constitute “Good Reason”) has first occurred without your written consent.Your resignation for Good Reason will only be effective if the Company has not cured or remedied the Good Reason event within thirty (30) days after its receipt of your written notice (such notice shall describe in reasonable detail the basis and underlying facts supporting your belief that a Good Reason event has occurred).Such notice of your intention to resign for Good Reason must be provided to the Companywithinsixty(60)daysoftheinitialexistenceofaGoodReasonevent.Failuretotimely providesuchwrittennoticetotheCompanyorfailuretotimelyresignyouremploymentforGood Reason means that you will be deemed to have consented to and waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then you may either resign your employment without Good Reason or you may continue to remain employed subject to the terms of this Agreement. “Good Reason” means:

(1)During any period in which you are serving as CEO and President, youhaveincurredamaterialdiminutionin yourresponsibilities,dutiesorauthority,or following a Change in Control you incur either a change in your title or position or reporting relationship (provided, however, that following a Change in Control, the fact that the Company may have become a subsidiary or division of another entity shall not by itself constitute Good Reason);

(2)Duringany periodinwhichyouareservingasCEOand President, you have incurred a material diminution in your Base Salary;

(3) TheCompanyhasbreachedamaterialprovisionofthis

Agreement;or

(4) TheCompany’srequirementthatyourelocateyourprincipal

workplacefromWinterPark,Florida.

-4-

Fortheavoidanceofdoubt,thisSection 6(b)doesnotapplytoterminationsofemploymentdueto death or Disability which are addressed in Section 6(d) below.

(c)Voluntary Termination.In the event you voluntarily terminate your employmentwiththeCompanyasCEOandPresident withoutGoodReason, youwillbe entitled to receive only your Accrued Pay.You will be entitled to no other compensation from the Company in connection with your role as CEO and President.The Company requests that you provide at least thirty (30) days’ advance written notice of your intention to resign without Good Reason.IntheeventthatyouprovidetotheCompanywithsuchthirty(30)days’advancewritten noticetheCompanyshallhavetheoption,initssolediscretion,tomakeyourterminationeffective atanytimepriortotheendofsuchnoticeperiodaslongastheCompanypays youallcompensation to which you are entitled up through the last day of the thirty (30)-day notice period.For the avoidance of doubt, this Section 6(c)does not apply to terminations of employment due to death or Disability which are addressed in Section 6(d) below.

(d)Death or Disability.In the event your employment with the Company as itsCEOandPresidentisterminatedasaresultofyourdeathoristerminatedbytheCompanydue toyourDisability,thenyouoryourestatewillbeeligibletoreceive:(i) yourAccruedPayand

(ii)the Earned Bonus (if applicable and to the extent not previously paid in respect of the immediately preceding fiscal year).For purposes of this Agreement, “Disability” is defined to occurwhenyouareunabletoengageinanysubstantialgainfulactivitybyreasonofanymedically determinablephysicalormentalimpairmentwhichcanbeexpectedtoresultindeathorwhichhas lasted or can be expected to last for more than ninety (90) consecutive days or more than one hundred and twenty days (120) in any twelve-month period.

(e)Release of Claims.Asaconditiontoreceiving(andcontinuingtoreceive) the payments and benefits provided inSection 6(b),you must(i) within not later than forty-five

(45) days after your Termination Date, execute (and not subsequently revoke) and deliver to the Companyageneralreleaseofclaims(the“Release”)inaformacceptabletotheCompany,and

(ii)remaininfullcompliancewithsuch Release.

(f)No Offset. There shall be no offset obligation in the event you commence employment as an executive and/or officer with any other company or organization during the Severance Period.

(g)Termination of Benefits.Intheeventthat,duringtheSeverancePeriod,(i) youbreachanyoftheprovisionsoftheConfidentialityAgreement,or(ii)youdirectlyorindirectly become employed by or undertake any independent contractor relationship with, or otherwise provideservicesinanycapacityto,orbecomeaholderofmorethantwopercent(2%)ofthevoting equityinterestsof,aCompetitor,thentheBoardmay,initssoleandabsolutediscretion,terminate allremainingpaymentscontemplatedbySections 6(b)(ii),6(b)(iii)and6(b)(v),immediatelyupon prior written notice. For purposes of this Agreement, “Competitor” means any entity that, as its principal business, enables the discovery, acquisition and management of scholarly journal articles, book chapters and other content in scientific, technical and medical research.

7.ConfidentialInformationandInventionsAssignmentAgreement; Confidentiality.You agree and acknowledge that the terms of the Confidential Information and

-5-

InventionsAssignmentAgreement(the“ConfidentialityAgreement”)thatyoupreviously executed shall remain in full force and effect.

8.Assignability; Binding Nature.Commencing on the Effective Date, this Agreementwillbebindingupon youandtheCompanyand yourrespectivesuccessors,heirs,and assigns.ThisAgreementmaynotbeassignedbyyouexceptthatyourrightstocompensationand benefits hereunder, subject to the limitations of this Agreement, may be transferred by will or operationoflaw.NorightsorobligationsoftheCompanyunderthisAgreementmaybeassigned or transferred except in the event of a merger or consolidation in which the Company is not the continuingentity, orthe saleorliquidation ofallorsubstantiallyall oftheassets oftheCompany provided that the assignee or transferee is the successor to all or substantially all of the assets of theCompanyand assumes theCompany’sobligations underthis Agreement contractuallyoras a matter of law Your rights and obligations under this Agreement shall not be transferable by you by assignment or otherwise provided, however, that if you die, all amounts then payable to you hereundershallbepaidinaccordancewiththetermsofthisAgreementtoyourdevisee,legateeor other designee or, if there be no such designee, to your estate.

9.Governing Law; Arbitration.This Agreement will be deemed a contract made under,andforallpurposesshallbeconstruedinaccordancewith,thelawsofthestateof Florida. Any controversy or claim relating to this Agreement or any breach thereof, and any claims you may have arising from or relating to your employment with the Company, will be settled solely andfinallybyarbitrationasprovidedintheConfidentialityAgreementprovidedthatthisSection 9 shallnotbeconstruedtoeliminateorreduceanyrighttheCompanyoryoumayotherwisehaveto obtainatemporaryrestrainingorderorapreliminaryorpermanentinjunctiontoenforceanyofthe covenants contained in this Agreement before the matter can be heard in arbitration.

10.Taxes.Anything to the contrary notwithstanding, all payments made by the Company hereunder to you or your estate or beneficiaries will be subject to tax withholding pursuanttoanyapplicablelawsorregulations.ThisAgreementanditspaymentsandbenefitsare intended to comply with (or be exempt from) the requirements of Section 409A of the Code and will be interpreted and administered in accordance with such intention.In the event this Agreement or any benefit paid to you hereunder is deemed to be subject to Section 409A of the Code,youconsenttotheCompanyadoptingsuchconformingamendmentsortakingsuchactions astheCompanydeemsnecessary,initsreasonablediscretion,tocomplywithCodeSection 409A and avoid the imposition of taxes under Code Section409A.Notwithstanding any provision in theAgreementtothecontrary,ifuponyour“separationfromservice”withinthemeaningofCode Section409A,youarethena“specifiedemployee”(asdefinedinCodeSection409A),thentothe extentnecessarytocomplywithCodeSection409AandavoidtheimpositionoftaxesunderCode Section409A,theCompanyshalldeferpaymentof“nonqualifieddeferredcompensation”subject toCodeSection409Apayableasaresultofandwithinsix(6)monthsfollowingsuch“separation from service” under this Agreement until the earlier of (i) the first business day of the seventh month following your “separation from service,” or(ii)ten (10)days after theCompanyreceives written notification of your death.Any such delayed payments shall be made without interest. Additionally, the reimbursement of expenses or in-kind benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursementorin-kindbenefitsinanyothertaxableyear;(2)thereimbursementofeligible

-6-

expensesorin-kindbenefitsshallbemadepromptly,subjecttotheCompany’sapplicablepolicies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.The Company will have no liability to you or any other person if anyamountspaidorpayablearesubjecttotheadditionaltaxand/orpenaltiesand/orinterestunder CodeSection409A.Totheextentanyamountconstituting“nonqualifieddeferredcompensation” subject to Code Section 409A would become payable by reason of a Change of Control, it shall becomepayableonlyiftheeventorcircumstancesconstitutingtheChangeofControlwouldalso constitute a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, within the meaning of Code Section 409A.ForpurposesofCodeSection409A,eachpaymentmadetoyouunderthisAgreementwill be designated as a separate payment.

11.Entire Agreement.Except as otherwise specifically provided in this Agreement, this Agreement (and its Exhibits) contains all the legallybinding understandings and agreements between you and theCompanypertainingto the subject matterofthis Agreement and supersedes all such agreements, whether oral or in writing, previously entered into between the parties.

12. Covenants.

(a)General.AsaconditionofthisAgreementandalsoto yourreceiptofany post-employment benefits, you agree that you will fully and timely comply with all of the covenantssetforthinthisSection 12(a)(whichshallsurviveyourterminationofemploymentand termination or expiration of this Agreement):

(i)YouwillfullycomplywithallobligationsundertheConfidentiality Agreement and further agree that the provisions of the Confidentiality Agreement shall survive any termination or expiration of this Agreement or termination of your employment or any subsequent service relationship with the Company;

(ii)Withinten(10)daysoftheTerminationDate(orearlierifspecified in the Confidentiality Agreement), you shall return to the Company all Company confidential information including, but not limited to, intellectual property, etc. and you shall not retain any copies, facsimiles or summaries of any Company proprietary information;

(iii)Except for truthful statements made in compliance with legal process or governmental inquiry, you will not at any time during the period of your employment with the Companyand for one year after the Termination Date, make (or direct anyone to make) any disparaging statements (oral or written) about the Company, or any of its affiliated entities, officers, directors, employees, stockholders, representatives or agents, or any of the Company’s (or its affiliates) products or services or work-in-progress, that are harmful to their businesses, business reputations or personal reputations; and

(iv)You agree that you shall reasonably cooperate with the Company anditsaffiliatesandrepresentativesbeforeandaftertheTerminationDateinconnectionwithany action, investigation, proceeding, litigation or otherwise with regard to matters in which you knowledgeasaresultofyourservice.TheCompanywillreimburseyouforreasonableout-of-

-7-

pocket expenses incurred in connection with such cooperation if such cooperation occurs afteryour Termination Date.

(b)Administrative.Youalsoagreethatyouwillfullyandtimelycomplywith all of the covenants set forth in this Section 12(b) (which shall survive your termination of employment and termination or expiration of this Agreement):

(i)Withinten(10)daysoftheTerminationDate,youshallreturntothe CompanyallCompany(andCompanyaffiliate)propertyincluding,butnotlimitedto,computers, cell phones, pagers, keys, business cards, etc.;

(ii)Withinthirty(30)daysoftheTerminationDate,youwillsubmitany outstanding expense reports to the Company on or prior to the Termination Date; and

(iii)As of the Termination Date, you will no longer represent that you are an officer, director or employee of the Company or any Company affiliate and you will immediately discontinue using your Company (and any Company affiliate) mailing address, telephone, facsimile machines, voice mail and e-mail.

(c)Non-Competition; Non-Solicitation.Youacknowledgeandagreethatthe natureofyourpositiongivesyouaccesstoandknowledgeofConfidentialInformation(asdefined in the Confidentiality Agreement) and places you in a position of trust and confidence with the Company. You further acknowledge and agree that the Confidential Information is of great competitiveimportanceandcommercialvaluetotheCompany,andthatimproperuseordisclosure by you is likely to result in unfair or unlawful competitive activity.Because of the Company’s legitimatebusinessinterestasdescribedinthisAgreementandthegoodand valuableconsideration offeredto you,thereceiptandsufficiencyofwhich youherebyacknowledge,duringthe two(2)- year period following your Termination Date, you agree and covenant not to (i) contribute your knowledge and/or services, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to any Competitor within any jurisdiction in which the Companyconducted business as of the Termination Date, or (ii) divert or attempt to divert from the Company any business of any kind, including without limitation, the solicitation of or interference with any of its customers, clients, members, business partners or suppliers.

(d)Equitable Relief.You acknowledge that in the event of (i)a violation of any of the covenants contained in Section 12 of this Agreement or (ii)the termination by the Company of your employment for Cause as provided in Section 6(a), the Company would as a result sustain irreparable harm for which monetary damages are insufficient, and, therefore, you agree thatinadditiontoanyotherremedieswhich theCompanymayhave, theCompanyshallbe entitled to seek equitable relief including specific performance and injunctions restraining you from committing or continuing any such violation.

13.Offset.Notwithstanding the provisions of Section 6(f), any severance or other payments or benefits made to you under this Agreement may be reduced, in the Company’s reasonablediscretion,byanyamountsyouowetotheCompanyoraswillbeneededtosatisfyany future co-paymentsyouwould need to make forcontinuing post-termination benefits, provided

-8-

howeverthatanysuchoffsetsdonotviolateCodeSection 409Aoranyotherprovisionof applicable law.

14.Notice.AnynoticethattheCompanyisrequiredtoormaydesiretogiveyoushall begivenbypersonaldelivery,recognizedovernightcourierservice,email,facsimileorregistered or certified mail, return receipt requested, addressed to you at your address of record with the Company, or at such other place as you may from time to time designate in writing.Any notice that you are required or may desire to give to the Companyhereunder shall be given bypersonal delivery, recognized overnight courier service, email, facsimile or byregistered or certified mail, return receipt requested, addressed to the Company’s Secretary at its principal office, or at such other office as the Company may from time to time designate in writing.The date of actual delivery of any notice under this Section 14 shall be deemed to be the date of delivery thereof.

15.Waiver;Severability.NoprovisionofthisAgreementmaybeamendedorwaived unlesssuchamendmentorwaiverisagreedtobyyouandtheCompanyinwriting.Nowaiverby youortheCompanyofthebreachofanyconditionorprovisionofthisAgreementwillbedeemed a waiver of a similar or dissimilar provision or condition at the same or any prior or subsequent time.Except as expressly provided herein to the contrary, failure or delay on the part of either partyheretotoenforceanyright,power,orprivilegehereunderwillnotbedeemedtoconstitutea waiver thereof.In the event any portion of this Agreement is determined to be invalid or unenforceable for anyreason, the remaining portions shall be unaffected therebyand will remain in full force and effect to the fullest extent permitted by law.

16.Voluntary Agreement.You acknowledge that you have been advised to review thisAgreementwith yourownlegalcounselandotheradvisorsof yourchoosingandthatpriorto entering into this Agreement, you have had the opportunity to review this Agreement with your attorney and other advisors and have not asked (or relied upon) the Company or its counsel to represent you or your counsel in this matter.You further represent that you have carefully read and understand the scope and effect of the provisions of this Agreement and that you are fully aware of the legal and bindingeffect of this Agreement.This Agreement is executed voluntarily by you and without any duress or undue influence on the part or behalf of the Company.

17.Clawback.If the Company is required to restate any of its financial statements, thentheBoardshallbeentitled torecoverorrequirereimbursementofanyannualbonus madeto you, less applicable taxes withheld.

-9-

Please acknowledge your acceptance and understanding of this Agreement by signing and returning it to the undersigned.A copy of this signed Agreement will be sent to you for your records.

AGREED:

RESEARCH SOLUTIONS, INC.ROY W. OLIVIER

BY: ​ ​​ ​

NAME:BarbaraJ. Cooperman

TITLE:CompensationCommitteeChair

(signature)