AUTHORIZATION LETTER
March 2, 2017
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: Filing Desk
To Whom It May Concern:
By means of this letter I authorize Timothy Oakes, Paul McNeice or James Burke
or any of them
individually, to sign on my behalf all forms required under Section 16(a) of the
Securities
Exchange Act of 1934, as amended, relating to transactions involving the stock
or derivative
securities of Edgewater Technology, Inc. (the "Company"). Any of these
individuals is
accordingly authorized to sign any Form 3, Form 4, Form 5 or amendment thereto
which I am
required to file with the same effect as if I had signed them myself.
This authorization shall remain in effect until revoked in writing by me.
Yours truly,
/s/ Jeffrey Rutherford
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Jeffrey Rutherford
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and
appoints each of Timothy Oakes, Paul McNeice and James Burke signing
individually, the undersigned's true and lawful attorneys-in fact and agents to:
(1) execute for and on behalf of the undersigned, an officer
director or holder of 10% of more of a registered class of securities
of Edgewater Technology, Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to complete and execute
such Form 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file such forms or amendments with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit, 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 each 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 substitute or 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, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-
in-fact individually, until such attorney-in-fact shall no longer be employed by
the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of March, 2017.
/s/ Jeffrey Rutherford
--------------------------------
Jeffrey Rutherford