Exhibit 10.2


 





 





Certain
identified information has been omitted from this document because it is both not material and would be competitively harmful
if publicly disclosed, and had been marked with “[***]” to indicate where omissions have been made.


 


STATEMENT
OF WORK # 1


 


This
Statement of Work (“SOW # 1”) is pursuant to the 180 Consulting Master Services and Non-Disclosure Agreement, dated
as of March 18, 2020 (the “Agreement”), by and between Streamline Health Solutions, Inc. (“Company”),
with its principal place of business at 1175 Peachtree Street, 10th Floor, Atlanta, GA 30361 and 180 Consulting, LLC,
a Georgia limited liability company (“Consultant”), with its offices located at 121 Greenway Blvd., Carrollton, Georgia
30117.


 


SOW
# 1 is subject to all of the terms and conditions of the Agreement. All capitalized terms used herein but not otherwise defined
shall have the meaning ascribed to such terms in the Agreement. The effective date of this SOW # 1 shall be the latest date ascribed
to the signatures of the authorized parties of the Company and Consultant set forth below.


 


Project
Title – Product Manager


 


	Project
    Objectives	In
collaboration with Company’s leadership, provide resource expertise to function as the Company’s Product Manager.

	Description
    of Services	Provide
        specialized resource expertise to work in conjunction with assigned Company resources to deliver the services defined
        herein. In this capacity, the Consultant Resource (as defined below) will work collaboratively as the Product Manager.

         

        [***]

	Consultant
    Resources	Product
    Manager – [***]
	Time
    Allocation	Consultant
    will commit the appropriate amount of resources and time required to achieve all identified and assigned objectives, though
    time provided is not exclusive.  The Consultant’s time allocated within SOW # 1 is based on a standard forty
    (40) hour work week.  
	Length
    of SOW (“Term”)	This
        SOW # 1 shall be effective through January 30, 2021 (“SOW Initial Term”) and shall automatically renew thereafter
        every sixty (60) days (each, an “SOW Renewal Term”) unless one party provides thirty (30) days advanced written
        notice to the other party of its intent not to renew. The SOW Initial Term and all SOW Renewal Terms are collectively
        referred to as the “Term.”

         

        Termination
of this SOW # 1 shall be governed by, and completed in accordance with, Section 7 of the Agreement; provided however, that
in the event of a termination by Company during the SOW Initial Term, Company agrees to pay Consultant the pro-rata portion of
the Service Fees set forth herein for the ninety (90) day period after such date of the termination notice.




 






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	Service
    Fees	During
        the Term of this SOW, as compensation for the Services set forth above, Company shall pay Consultant a service fee for
        each Consultant Resource (the “Service Fee”). The Service Fee includes compensation allocated in accordance
        with Section 4.3 of the Agreement, which consists of a cash payment (“Cash Portion”) and a grant of common
        stock of the Company (“Equity Portion”). In the event a Consultant Resource does not perform project work
        for a complete month or reduces the project time allocation during a particular month, the Service Fees shall be reduced
        and pro-rated accordingly when invoiced for the subsequent month.

         

        As
        compensation for the Services set forth above to be provided by the Consultant Resource, and in accordance with Section
        4.3 of the Agreement, Company shall compensate Consultant for both the Cash Portion and Equity Portion of the Service
        Fee as follows:

         

        ●     Payment
        of the Cash Portion equal to $[***] for each month during the SOW Initial Term and, if applicable, any subsequent
        SOW Renewal Terms.

        ●     Provision
        of the Equity Portion equal to [***] shares of Company common stock, as calculated per Section 4.3.2 of the Agreement

         

        Service
        fees shall not exceed the amounts for each month as set forth herein without the consent of Company. However, in the event
        that the Company requests, and the Consultant agrees to provide, additional time for a requested Consultant Resource (“Added
        Time”), such Added Time shall be billable based on the applicable hourly rate per Consultant Resource.

         

        All
monthly invoices shall be paid in accordance with Section 4 of the Agreement.

	Expenses	Out
    of pocket expenses associated with this SOW # 1 for airfare, overnight accommodations, meals and other incidental expenses
    associated with business travel by Consultant or any Consultant Resource on behalf of the Company will be billed as incurred
    in accordance with Section 4.9 of the Agreement.
	Payment
    Terms	Consultant
    shall submit invoices at the beginning of each month for Services provided within that month.  Invoices shall be
    paid in accordance with the terms set forth in Section 4 of the Agreement.


 


It
is the intention and understanding of the parties hereto that this Appendix A shall act as an extension of the Agreement
and shall not act as a novation of the Agreement. In the event of any conflict or inconsistency between the Agreement and SOW
# 1, the terms and provisions of SOW # 1 shall prevail and be given priority.


 


All
aforementioned Consultant Resources, Time Allocation, and Service Fees are estimates based on the Consultant’s current understanding
of the Company’s requirements, and these estimates are subject to change based on ongoing dialog and discovery of the Company’s
detailed requirements. If these project updates result in a material change to the overall project, Consultant shall provide a
written estimate update, which Company retains the right to review and approve.


 






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ACKNOWLEDGED,
ACCEPTED AND AGREED TO:


 


	180
CONSULTING, LLC
	 	streamline
    health solutions, INC.
	 	 	 
	Name:
    Greg Shilling	 	Name:Bill
    Garvis
	Title:
    Managing Member	 	Title:
    Chief Operating Officer
	/s/
                                         Greg Shilling
	 	/s/
                                         Bill Garvis

        

        

	 (Signature)	 	(Signature)
	Date: March
19, 2020	 	Date: March
    19, 2020


 



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