SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Research Solutions, Inc.

(Name of Issuer)

Common stock, $0.001 par value per share

(Title of Class of Securities)

761025105

(CUSIP Number)

Peter Derycz c/o Research Solutions, Inc. 10624 S. Eastern Ave., Ste. A-614 Henderson, NV 89052 (310) 477-0354 Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480

KENNETH MANTEL, ESQ.

THOMAS FLEMING, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 16, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 761025105

	1	NAME OF REPORTING PERSON
			Peter Derycz
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					3,329,822
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					3,329,822
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			3,329,822
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			11.3%
	14	TYPE OF REPORTING PERSON
			IN

2

CUSIP No. 761025105

	1	NAME OF REPORTING PERSON
			Bristol Investment Fund, Ltd.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Cayman Islands
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,582,108
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,582,108
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,582,108
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.8%
	14	TYPE OF REPORTING PERSON
			CO

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CUSIP No. 761025105

	1	NAME OF REPORTING PERSON
			Bristol Capital Advisors, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,582,108
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,582,108
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,582,108
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.8%
	14	TYPE OF REPORTING PERSON
			OO

4

CUSIP No. 761025105

	1	NAME OF REPORTING PERSON
			Paul Kessler
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			PF, AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,592,108
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,592,108
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,592,108
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			8.8%
	14	TYPE OF REPORTING PERSON
			IN

5

CUSIP No. 761025105

	1	NAME OF REPORTING PERSON
			Janice Peterson
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			PF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					1,200
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					1,200
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			1,200
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			Less than 1%
	14	TYPE OF REPORTING PERSON
			IN

6

CUSIP No. 761025105

	1	NAME OF REPORTING PERSON
			Andrew Ritter
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					0
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					0
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			0
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			0%
	14	TYPE OF REPORTING PERSON
			IN

7

CUSIP No. 761025105

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 2. Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)       This statement is filed by:

(i) Peter Derycz, Executive Chairman of the Company, with respect to the Shares beneficially owned by him;

(ii) Bristol Investment Fund, Ltd., a Cayman Islands exempted company (“Bristol Fund”), with respect to the Shares directly owned by it;

(iii) Bristol Capital Advisors, LLC, a Delaware limited liability company (“Bristol Advisors”), as the investment advisor of Bristol Fund;

(iv) Paul Kessler (together with Bristol Fund and Bristol Advisors, “Bristol”), with respect to the Shares beneficially owned by him and as manager and Chief Executive Officer of Bristol Advisors;

(v) Janice Peterson, with respect to the Shares beneficially owned by her, and as a nominee for the Board; and

(vi) Andrew Ritter, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The principal business address of Mr. Derycz is c/o Research Solutions, Inc., 10624 S. Eastern Ave., Ste. A-614, Henderson, Nevada 89052. The principal business address of Bristol Fund is Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-1205, Cayman Islands. The principal business address of Bristol Advisors and Mr. Kessler is 555 Marin Street, Suite 140, Thousand Oaks, California 91360. The principal business address of Ms. Peterson is 4057 Hilldale Rd., San Diego, CA 92116. The principal business address of Mr. Ritter is 898 North Pacific Coast Hwy, Suite 50, El Segundo, CA 90245.

(c)       The principal occupation of Mr. Derycz is serving as Executive Chairman of the Company. The principal business of Bristol Fund is investing in securities. The principal business of Bristol Advisors is serving as the investment advisor of Bristol Fund. The principal occupation of Mr. Kessler is serving as manager and Chief Executive Officer of Bristol Advisors. Ms. Peterson is currently retired. The principal occupation of Mr. Ritter is serving as General Partner for Darlington Group LLC. The principal occupation of the persons listed on Schedule A is set forth therein.

(d)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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CUSIP No. 761025105

(e)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Each of Messrs. Derycz, Kessler, Ritter and Ms. Peterson are citizens of the United States of America. Bristol Fund is incorporated under the laws of the Cayman Islands. Bristol Advisors is incorporated under the laws of the State of Delaware. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented and amended to add the following:

The Shares beneficially owned by Ms. Peterson were acquired with personal funds in a private transaction with the Company. The aggregate purchase price of the 1,200 Shares purchased by Ms. Peterson is approximately $1,500, excluding brokerage commissions.

Item 4. Purpose of the Transaction.

Item 4 is hereby amended to add the following:

On August 16, 2023, Mr. Derycz delivered a letter to the Company (the “Nomination Letter”) nominating a slate of four (4) highly-qualified candidates, including Peter Derycz, Paul Kessler, Janice Peterson and Andrew Ritter (collectively, the “Nominees”), for election to the Company’s board of directors (the “Board”) at the 2023 annual meeting of stockholders (the “Annual Meeting”).

The Reporting Persons have engaged, and intend to continue to engage, in discussions with the Company regarding a mutually agreeable resolution of the election contest.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 29,500,764 Shares outstanding, which is the total number of Shares outstanding as of May 5, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2023.

A. Mr. Derycz

(a) As of the date hereof, Mr. Derycz beneficially owned directly 3,329,822 Shares.

Percentage: Approximately 11.3%

(b) 1. Sole power to vote or direct vote: 3,329,822
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,329,822
4. Shared power to dispose or direct the disposition: 0

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CUSIP No. 761025105

(c) Mr. Derycz has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.

B. Bristol Fund

(a) As of the date hereof, Bristol Fund beneficially owned 2,582,108 Shares.

Percentage: Approximately 8.8%

(b) 1. Sole power to vote or direct vote: 2,582,108
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,582,108
4. Shared power to dispose or direct the disposition: 0

(c) Bristol Fund has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.

C. Bristol Advisors

(a) Bristol Advisors, as the investment advisor of Bristol Fund with the power to vote and dispose of the Shares owned by Bristol Fund, may be deemed the beneficial owner of the 2,582,108 Shares beneficially owned by Bristol Fund.

Percentage: Approximately 8.8%

(b) 1. Sole power to vote or direct vote: 2,582,108
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,582,108
4. Shared power to dispose or direct the disposition: 0

(c) Bristol Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.

D. Mr. Kessler

(a) As of the date hereof, Mr. Kessler (i) beneficially owned directly 10,000 Shares held in an IRA account of which he is the beneficiary and (ii) as manager and Chief Executive Officer of Bristol Advisors with the power to vote and dispose of the Shares owned by Bristol Fund due to his relationship with Bristol Advisors, may be deemed the beneficial owner of the 2,582,108 Shares owned by Bristol Fund.

Percentage: Approximately 8.8%

(b) 1. Sole power to vote or direct vote: 2,592,108
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,592,108
4. Shared power to dispose or direct the disposition: 0

(c) Mr. Kessler has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D.

10

CUSIP No. 761025105

E. Ms. Peterson

(a) As of the date hereof, Ms. Peterson beneficially owned directly 1,200 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 1,200
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,200
4. Shared power to dispose or direct the disposition: 0

(c) Ms. Peterson has not entered into any transactions in the Shares during the past sixty days.

F. Mr. Ritter

(a) As of the date hereof, Mr. Ritter does not own any Shares.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

(c) Mr. Ritter has not entered into any transactions in the Shares during the past sixty days.

Each of the Reporting Persons may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 5,923,130 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 20.1% of the outstanding Shares. The filing of this Amendment No. 6 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Company that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On August 16, 2023, the Reporting Persons (collectively, the “Group”) entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) pursuant to which the parties agreed, among other things, the members of the Group agreed (a) to the extent required by applicable law, to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company, (b) to solicit proxies for the election of the nominees nominated by the Group at the Annual Meeting, (c) not to transact in securities of the Company without the prior written consent of Bristol and Mr. Derycz, subject to certain exceptions, (d) that any SEC filing, press release, public shareholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be mutually agreeable to Bristol and Mr. Derycz, and (e) that Mr. Derycz and Bristol Fund agree to jointly pay all out-of-pocket costs and expenses incurred in connection with the Group’s activities based on Mr. Derycz’s and Bristol’s pro rata share of their aggregate ownership of Shares, which shall be advanced by Bristol Fund and repaid by Mr. Derycz pursuant to the terms of the Joint Filing and Solicitation Agreement. A copy of the Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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CUSIP No. 761025105

Each of Mr. Ritter and Ms. Peterson has granted Messrs. Derycz and Kessler a power of attorney (collectively, the “POAs”) to execute certain SEC filings and other documents in connection with the solicitation of proxies from the Company’s shareholders in connection with the Annual Meeting and any other related transactions. A form of POA is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Joint Filing and Solicitation Agreement, dated August 16, 2023.

99.2 Form of POA.

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CUSIP No. 761025105

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2023

/s/ Peter Derycz

PETER DERYCZ

BRISTOL INVESTMENT FUND, LTD.
By:	/s/ Paul Kessler
	Name:	Paul Kessler
	Title:	Director

BRISTOL CAPITAL ADVISORS, LLC
By:	/s/ Paul Kessler
	Name:	Paul Kessler
	Title:	Manager and Chief Executive Officer

/s/ Paul Kessler

PAUL KESSLER

Individually and as attorney-in-fact for Janice Peterson and Andrew Ritter

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CUSIP No. 761025105

SCHEDULE A

Directors and Officers of Bristol Investment Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Paul Kessler* Director
Michael Breen Director	Chief Executive Officer of GT Biopharma, Inc.	c/o GT Biopharma, Inc., 8000 Marina Blvd, Suite 100, Brisbane, CA 94005	Ireland
Richard McKilligan Director	Chief Financial Officer and Counsel of Malachite Innovations, Inc.	c/o Malachite Innovations, Inc., 200 Park Avenue, Suite 400, Cleveland, OH 44122	United States of America

^* Mr. Kessler is a Reporting Person and, as such, the information with respect to him called for by the Schedule 13D is set forth therein.

EX-99.1

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Research Solutions, Inc., a Nevada corporation (the “Company”);

WHEREAS, Peter Derycz (“Derycz”), Bristol Investment Fund, Ltd., a Cayman Islands exempted company (“Bristol Fund”), Bristol Capital Advisors, LLC, a Delaware limited liability company (“BCA”), Paul Kessler (together with Bristol Fund and BCA, “Bristol”), Janice Peterson, and Andrew Ritter wish to form a group for the purposes of working together to enhance shareholder value at the Company and taking all actions necessary to achieve the foregoing, including seeking representation on the Board of Directors of the Company (the “Board”) at the 2023 annual meeting of members and shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).

NOW, IT IS AGREED, this 16^th day of August 2023 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company, if applicable. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       For so long as this agreement is in effect, no party to this agreement shall (i) purchase or acquire any beneficial ownership over, or (ii) sell or dispose of any beneficial ownership over, any securities of the Company without the prior consent of each of Derycz and Bristol, and each party hereto agrees that he/she/it shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without receiving such prior written consent. For purposes of this agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act. Notwithstanding the foregoing, no party hereto is required to receive prior written consent for the acquisition of any security that such party receives in connection with their employment at or service to the Company.

3.       Each of the undersigned agrees to form the Group for the purpose of working together to enhance shareholder value at the Company, including taking such actions necessary or advisable to achieve the foregoing, including soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting.

4.       Each of Derycz and Bristol Fund agree to jointly pay all out-of-pocket costs and expenses incurred in connection with the Group’s activities set forth in Section 3 based on Derycz’s and Bristol’s pro rata share of their aggregate ownership of the Company’s common stock, $0.001 par value per share (“Common Stock”), which shall be advanced by Bristol Fund. Derycz shall repay Bristol Fund for his share of all such out-of-pocket costs and expenses in cash or shares of Common Stock, or a combination thereof, at Derycz’s discretion, no later than the earlier of (i) 30 days after the conclusion of the Group’s activities set forth in Section 3 or (ii) December 31, 2023, or as otherwise agreed to by the parties. Any such repayment in Common Stock will be based on a trailing five day volume weighted average price of the Common Stock. Any reimbursement from the Company regarding the costs and expenses paid pursuant to this Section 4 shall be allocated to Derycz and Bristol in proportion to the costs and expenses paid pursuant to this Section 4.

5.       Each of the undersigned agrees that any SEC filing, press release, public shareholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be mutually agreeable among Derycz and Bristol. Such parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities.

6.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such purchases and sales are made in compliance with this agreement and all applicable securities laws.

7.       This agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8.       This agreement is governed by and will be construed in accordance with the laws of the State of New York. Any legal action or proceeding arising out of the provisions of this agreement or the parties’ investment in the Company shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

9.       The parties’ rights and obligations under this agreement (other than the rights and obligations set forth in Section 4 and Section 8 which shall survive any termination of this agreement) shall terminate immediately after the conclusion of the Group’s activities set forth in Section 3 or as otherwise agreed to by the parties. Notwithstanding the foregoing, any party hereto may terminate his/her/its obligations under this agreement on 24 hours’ written notice to all other parties, with a copy by email to Kenneth Mantel at Olshan Frome Wolosky LLP (“Olshan”), email: kmantel@olshanlaw.com. For the avoidance of doubt, to the extent Bristol terminates its obligations under this agreement prior to the conclusion of the activities set forth in Section 3, Bristol Fund shall no longer be obligated to pay, in advance or otherwise, any out-of-pocket costs or expenses incurred in connection with the Group’s activities set forth in Section 3 following such termination.

10.       Each party hereby waives the application of any law, regulation, holding, or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

11.       Each party hereto acknowledges that Olshan shall act as counsel for both the Group and Derycz and Bristol relating to their investment in the Company.

12.       The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto.

13.       Each of the undersigned parties hereby agrees that this agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

2

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

/s/ Peter Derycz

Peter Derycz

Bristol Investment Fund, Ltd.
By:	/s/ Paul Kessler
	Name:	Paul Kessler
	Title:	Director

Bristol Capital Advisors, LLC
By:	/s/ Paul Kessler
	Name:	Paul Kessler
	Title:	Chief Executive Officer

/s/ Paul Kessler

Paul Kessler

/s/ Janice Peterson

Janice Peterson

/s/ Andrew Ritter

Andrew Ritter

EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Peter Derycz and Paul Kessler, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Research Solutions, Inc. (the “Company”) directly or indirectly beneficially owned by Peter Derycz, Paul Kessler or any of their affiliates (collectively, the “Group”) and (ii) any proxy solicitation of the Group to elect the Group’s slate of director nominees to the board of directors of the Company at the 2023 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

1.       executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.       executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.       executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Group;

4.       performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.       taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16^th day of August 2023.

[NOMINEE]