Exhibit
10.4


 





 





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 # 3


 


This
Statement of Work (“SOW # 3”) effective as of March 18, 2020 (“SOW # 3 Effective Date”), is made by and
between Streamline Health Solutions, Inc., a Delaware corporation (“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 principal place of business at 121 Greenway Boulevard, Carrollton, GA 30117, under the following
circumstances:


 


A.
Company and Consultant entered into that certain 180 Consulting, LLC Master Services and Non-Disclosure Agreement, dated as of
March 18, 2020 (the “Agreement”), under which Consultant provided the specified services set forth in that certain
Statement of Work, of even date therewith and attached thereto as Appendix A (“SOW # 1”) and Appendix B
(“SOW # 2”) for delivery of the consulting services specified in each respective Statement of Work.


 


B.
Company and Consultant now desire to enter into this SOW # 3 to add Consultant Resources (as defined herein) to perform one (1)
or more tasks (or a portion thereof) in connection with the project objectives set forth below.


 


NOW,
THERFORE, by mutual agreement of the parties and in mutual consideration of these premises and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:


 


Project
Title – Business Analyst for “Single Source of Truth” project


 


 


	Project
    Objectives	[***]
	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 will work collaboratively with Company stakeholders as a Business Analyst.

         

        [***]

	Consultant
    Resources	Business
    Analyst – [***]
	Time
    Allocation	Consultant will commit the appropriate amount of time required to achieve all identified and assigned objectives. Each Consultant Resource’s actual allocation of time to this project is estimated in the table below. The actual hours worked each week may vary based on the then current project priorities and tasks, though the time allocation represents Consultant’s reasonable efforts to estimate a Consultant Resource’s average weekly time allocation to the project.

                                                                                 

                                                                                







 


	RESOURCE ALLOCATION	 	March	 	 	April	 	 	May	 
	 	 	%	 	 	Hrs. / Mo.	 	 	Hrs. / Wk	 	 	%	 	 	Hrs. / Mo.	 	 	Hrs. / Wk	 	 	%	 	 	Hrs. / Mo.	 	 	Hrs. / Wk	 
	Business Analyst	 	 	55	%	 	 	52	 	 	 	22.0	 	 	 	55	%	 	 	92	 	 	 	22.0	 	 	 	55	%	 	 	52	 	 	 	22.0	 





 


	 	% = estimated time allocation per week for each of the Consultant Project Team resources   If upon the Company’s request, Consultant agrees to allocate additional time for a requested Consultant Resource (“Added Time”) to the estimated average hours worked per Consultant Resource, per week as noted in the above table; provided that, such Added Time is necessary to achieve the identified and assigned objectives.



 


 


 






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	Length
    of SOW (“Term”)	This
        SOW # 3 shall be effective through May 16, 2020 (“SOW Initial Term”) and shall automatically renew thereafter
        every thirty (30) 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 # 3 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 on herein for the thirty (30) day period after such date of the termination notice.

         

	Service
    Fees	During the Term of this SOW # 3, as compensation for the Services set forth above, Company shall pay Consultant a service fee for each Consultant Resource equal to the amount set forth for each month in the table below (the “Service Fees”). 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 fee shall be reduced and pro-rated accordingly when invoiced for the subsequent month.

                                                                                 

                                                                                




                                                                                 

                                                                                




 





	SERVICE FEES	 	March	 	April	 	May
	Business Analyst - Cash Portion (in accordance with Section 4.4. of the Agreement)	 	$[***]	 	$[***]	 	$[***]
	Business Analyst - Equity Portion (in accordance with Section 4.4 of the Agreement)	 	[***] shares of 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, 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 # 3 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 C shall act as an extension of the Agreement
and shall not act as a novation of the Agreement. Except as specifically amended hereby, the parties hereto acknowledge and confirm
that the Agreement, SOW # 1 and SOW # 2 remain unmodified and in full force and effect and are enforceable in accordance with
their respective terms. In the event of any conflict or inconsistency between the Agreement and any SOW, as applicable, the terms
and provisions of each SOW 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:	3/19/2020	 	Date:	3/19/2020


 




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