SC 13D

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.  )1

Edgewater Technology, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

280358102

(CUSIP Number)

JEFFREY E. EBERWEIN

LONE STAR VALUE MANAGEMENT, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

(203) 489-9500

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 16, 2015

(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. 280358102

1	NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 600,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 600,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON PN

2

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON LONE STAR VALUE INVESTORS GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 600,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 600,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
14	TYPE OF REPORTING PERSON OO

3

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON LONE STAR VALUE MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, 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 CONNECTICUT
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 625,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 625,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON OO

4

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON JEFFREY E. EBERWEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 625,000
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 625,000
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 625,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON IN

5

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON AMERI HOLDINGS, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	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		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

6

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON AMERI AND PARTNERS INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	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		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

7

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON LENNY ALUGAS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	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		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

8

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON STEPHEN R. BOVA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	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		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

9

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON ROBERT G. PEARSE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	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		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

10

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON DHRUWA N. RAI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	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		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

11

CUSIP NO. 280358102

1	NAME OF REPORTING PERSON TIMOTHY WHELAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	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		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

12

CUSIP NO. 280358102

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Edgewater Technology, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts 01880.

Item 2. Identity and Background.

(a)           This statement is filed by:

(i)           Lone Star Value Investors, LP, a Delaware limited partnership (“Lone Star Value Investors”);

(ii)          Lone Star Value Investors GP, LLC, a Delaware limited liability company (“Lone Star Value GP”), which serves as the general partner of Lone Star Value Investors;

(iii)         Lone Star Value Management, LLC, a Connecticut limited liability company (“Lone Star Value Management”), which serves as the investment manager of Lone Star Value Investors and a certain managed account (the “Separately Managed Account”);

(iv)        Jeffrey E. Eberwein, who serves as the manager of Lone Star Value GP and sole member of Lone Star Value Management;

(v)         AMERI Holdings, Inc., a Delaware corporation (“AMERI”);

(vi)        Ameri and Partners Inc., a Delaware corporation (“Ameri & Partners” and together with AMERI, “Ameri100”);

(vii)       Lenny Alugas;

(viii)      Stephen R. Bova;

(ix)         Robert G. Pearse;

(x)          Dhruwa N. Rai; and

(xi)         Timothy Whelan.

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 address of the principal office of each of Lone Star Value Investors, Lone Star Value GP, Lone Star Value Management and Mr. Eberwein is 53 Forest Avenue, 1st Floor, Old Greenwich, Connecticut 06870. The address of the principal office of each of AMERI and Ameri & Partners is 100 Canal Pointe Building, Princeton, New Jersey 08540. The officers and directors of each of AMERI and Ameri & Partners and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The address of the principal office of Mr. Alugas is c/o Western Union, 185 Berry Street, San Francisco, California 94107. The address of the principal office of Mr. Bova is 10 River Glen Circle, Little Rock, Arkansas 72202. The address of the principal office of Mr. Pearse is 12610 Arroyo De Arguello, Saratoga, California 95070. The address of the principal office of Mr. Rai is 525 Ramblewood Drive, Bryn Mawr, Pennsylvania 19010. The address of the principal office of Mr. Whelan is 33 Inwood Road, Essex Fells, New Jersey 07021.

13

CUSIP NO. 280358102

(c)           The principal business of Lone Star Value Investors is investing in securities. The principal business of Lone Star Value GP is serving as the general partner of Lone Star Value Investors. The principal business of Lone Star Value Management is serving as the investment manager of Lone Star Value Investors and the Separately Managed Account. The principal occupation of Mr. Eberwein is serving as the manager of Lone Star Value GP and the sole member of Lone Star Value Management; he also serves as the Chairman of the Board of AMERI. AMERI is a holding company for Ameri & Partners. Ameri & Partners is a strategic consulting firm that brings a synergistic blend of classic consulting and product-based consulting services to its customer base, and is the wholly-owned operating subsidiary of AMERI. Mr. Alugas is the Senior Vice President of Operations of The Western Union Company, a financial services and communications company. Mr. Bova is an independent consultant, offering business strategy advice, organization analysis and CEO mentoring. Mr. Pearse is a Managing Partner at Yucatan Rock Ventures, where he specializes in technology investments and consulting; he also serves as a director of AMERI. Mr. Rai is the former Vice President of Industrial Coatings at Axalta Coatings Systems Ltd. (formerly DuPont Performance Coatings), one of the largest coating companies in the world. Mr. Whelan is a Co-Founder and Managing Director of Echo Financial Business Consulting, a privately held financial and operational consulting firm.

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

(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, 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)           Messrs. Eberwein, Alugas, Bova, Pearse, Rai and Whelan are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

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

The Shares purchased by Lone Star Value Investors and held in the Separately Managed Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase price of the 600,000 Shares beneficially owned by Lone Star Value Investors is approximately $4,341,375, including brokerage commissions. The aggregate purchase price of the 25,000 Shares held in the Separately Managed Account is approximately $182,528, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

14

CUSIP NO. 280358102

On October 26, 2015, Lone Star Value Investors (together with the other participants named in its consent solicitation, the “Shareholder Group”) filed a preliminary consent solicitation statement on Schedule 14A with the Securities and Exchange Commission (the “Consent Statement”). Through the Consent Statement, the Shareholder Group is soliciting stockholders’ consent for a number of proposals (the “Proposals”), the ultimate effect of which would be to remove five current members of the Issuer’s Board of Directors (the “Board”), representing all current directors other than the Issuer’s Chief Executive Officer, and replace them with five highly qualified director nominees, Lenny Alugas, Stephen R. Bova, Robert G. Pearse, Dhruwa N. Rai and Timothy Whelan (the “Nominees”), who are fully committed to ensuring that the best interests of stockholders are properly prioritized. Also on October 26, 2015, the Shareholder Group delivered an executed written consent to the Issuer in support of the Proposals, along with a request for the Issuer to establish a record date to determine the stockholders of the Issuer entitled to consent to the corporate actions set forth in the Proposals in writing without a stockholders meeting.

As more fully explained in the press release (the “Press Release”) issued by the Shareholder Group on October 26, 2015, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, the Shareholder Group is concerned that the Board lacks the proper commitment to stockholder interests and value to open-mindedly explore all options to maximize value. In June 2015, Ameri100 first contacted the Issuer to discuss a potential business combination between the Issuer and Ameri100 that Ameri100 believes would yield significant synergies and create substantial value for the Issuer’s stockholders. Ameri100 submitted a written proposal to acquire all of the outstanding shares of the Issuer for $8.50 per Share, a 20% premium to the Issuer’s average stock price in the twelve months preceding the proposal.  The Issuer’s Board and management team refused to meet with Ameri100 or have any discussions regarding the proposal and delivered a cursory rejection to Ameri100 only a week later without any evidence of serious consideration.

Given the Shareholder Group’s concerns that the actions of the incumbent Board were inconsistent with its fiduciary duties to stockholders, in connection with the delivery of Ameri100’s revised proposal to the Board on October 26, 2015 offering to acquire all of the outstanding Shares of the Issuer for $8.50 per Share in an all-stock transaction, the Shareholder Group filed the Consent Statement in order to allow stockholders to reconstitute the Board with directors who are committed to maximizing value for stockholders.

In the Press Release, the Shareholder Group also explained its belief that the Issuer’s poor financial and operating performance is due in large part to its outdated business model whereby the Issuer does not maximize the potential of its workforce. The Shareholder Group believes that a merger with Ameri100 would benefit the Issuer’s customers, employees and stockholders by converting its business model to a hybrid US/India-based company with the ability to offer clients a broader and better service offering.

The Shareholder Group concluded by urging the Board to reconsider Ameri100’s proposal and immediately form a special committee to conduct a full and fair strategic review process and engage in good faith negotiations with Ameri100.  In the event the Board does so, the Shareholder Group will reevaluate the need for its campaign and may abandon the consent solicitation; however, if the Board refuses to do so, the Shareholder Group is fully prepared to move forward with its campaign to replace five incumbents with independent and qualified directors who are truly committed to maximizing stockholder value.

15

CUSIP NO. 280358102

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 11,751,061 Shares outstanding as of July 27, 2015, which is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 3, 2015.

A. Lone Star Value Investors

(a) As of the close of business on October 23, 2015, Lone Star Value Investors beneficially owned 600,000 Shares.

Percentage: Approximately 5.1%

(b) 1. Sole power to vote or direct vote: 600,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 600,000

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Lone Star Value Investors during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

B. Lone Star Value GP

(a) Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the 600,000 Shares owned by Lone Star Value Investors.

Percentage: Approximately 5.1%

(b) 1. Sole power to vote or direct vote: 600,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 600,000

4. Shared power to dispose or direct the disposition: 0

(c) Lone Star Value GP has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Lone Star Value Investors during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

16

CUSIP NO. 280358102

C. Lone Star Value Management

(a) As of the close of business on October 23, 2015, 25,000 Shares were held in the Separately Managed Account. Lone Star Value Management, as the investment manager of Lone Star Value Investors and the Separately Managed Account, may be deemed the beneficial owner of the (i) 600,000 Shares owned by Lone Star Value Investors and (ii) 25,000 Shares held in the Separately Managed Account.

Percentage: Approximately 5.3%

(b) 1. Sole power to vote or direct vote: 625,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 625,000

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the Shares by Lone Star Value Management through the Separately Managed Account and on behalf of Lone Star Value Investors during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

D. Mr. Eberwein

(a) Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the (i) 600,000 Shares owned by Lone Star Value Investors and (ii) 25,000 Shares held in the Separately Managed Account.

Percentage: Approximately 5.3%

(b) 1. Sole power to vote or direct vote: 625,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 625,000

4. Shared power to dispose or direct the disposition: 0

(c) Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares on behalf of Lone Star Value Investors and through the Separately Managed Account during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

E. AMERI

(a) As of the close of business on October 23, 2015, AMERI did not beneficially 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) AMERI has not entered into any transactions in the Shares during the past 60 days.

17

CUSIP NO. 280358102

F. Ameri & Partners

(a) As of the close of business on October 23, 2015, Ameri & Partners did not beneficially 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) Ameri & Partners has not entered into any transactions in the Shares during the past 60 days.

G. Messrs. Alugas, Bova, Pearse, Rai and Whelan

(a) As of the close of business on October 23, 2015, none of Messrs. Alugas, Bova, Pearse, Rai and Whelan beneficially owned 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) Messrs. Alugas, Bova, Pearse, Rai and Whelan have not entered into any transactions in the Shares during the past 60 days.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

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

On October 26, 2015, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the parties agreed to form a group for the purpose of (i) soliciting written consents or proxies in favor of the Proposals set forth in the Consent Statement, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing, and (c) Ameri100 agreed to bear all pre-approved expenses incurred in connection with the solicitation.  A copy of this agreement is attached as exhibit 99.2 hereto and is incorporated herein by reference.

18

CUSIP NO. 280358102

Pursuant to letter agreements, Lone Star Value Investors and Ameri100 have agreed to indemnify each of the Nominees against claims arising from the solicitation of written consents or proxies from the Issuer’s stockholders in connection with the Proposals. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 Press Release, dated October 26, 2015.

99.2 Joint Filing and Solicitation Agreement, dated October 26, 2015.

99.3 Form of Indemnification Agreement.

99.4 Form of Power of Attorney.

19

CUSIP NO. 280358102

SIGNATURES

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

Dated:  October 26, 2015

Lone Star Value Investors, LP
By:	Lone Star Value Investors GP, LLC General Partner
By:		/s/ Jeffrey E. Eberwein
		Name:	Jeffrey E. Eberwein
		Title:	Manager

Lone Star Value Investors GP, LLC
By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Manager

Lone Star Value Management, LLC
By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Sole Member

/s/ Jeffrey E. Eberwein

JEFFREY E. EBERWEIN

Individually and as attorney-in-fact for Lenny Alugas, Stephen R. Bova, Robert G. Pearse, Dhruwa N. Rai and Timothy Whelan

AMERI Holdings, Inc.
By:	/s/ Giri Devanur
	Name:	Giri Devanur
	Title:	President and Chief Executive Officer

20

CUSIP NO. 280358102

Ameri and Partners Inc.
By:	/s/ Giri Devanur
	Name:	Giri Devanur
	Title:	President and Chief Executive Officer

21

CUSIP NO. 280358102

SCHEDULE A

Directors and Officers of AMERI Holdings, Inc.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Jeffrey E. Eberwein Chairman*
Robert G. Pearse Director*
Giri Devanur President, Chief Executive Officer and Director	President and Chief Executive Officer of AMERI Holdings, Inc. (“AMERI”) and Chief Executive Officer of  Ameri and Partners Inc. (“Ameri & Partners”)	100 Canal Pointe Building Princeton, New Jersey 08540	India
Srinidhi “Dev” Devanur Executive Vice Chairman	Executive Vice Chairman of AMERI and Chairman of Ameri & Partners	100 Canal Pointe Building Princeton, New Jersey 08540	India
Dimitrios J. Angelis Director	Company Director	100 Canal Pointe Building Princeton, New Jersey 08540	United States
Dr. Arthur M. Langer Director	Academic Director and Faculty member of the Executive Masters in Technology Management at Columbia University	100 Canal Pointe Building Princeton, New Jersey 08540	United States
Dr. Robert Rosenberg Director	Director of entrepreneurship programs in the Polsky Center for Entrepreneurship and Innovation at the University of Chicago	100 Canal Pointe Building Princeton, New Jersey 08540	United States
Brunda Jagannath Vice President of Finance	Vice President of Finance of AMERI and Chief Financial Officer of Ameri & Partners	100 Canal Pointe Building Princeton, New Jersey 08540	India

*Jeffrey E. Eberwein and Robert G. Pearse are Reporting Persons and, as such, the information with respect to such persons called for by Item 2 of Schedule 13D is set forth therein.

CUSIP NO. 280358102

Directors and Officers of Ameri and Partners Inc.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Srinidhi “Dev” Devanur Chairman	Executive Vice Chairman of AMERI and Chairman of Ameri & Partners	100 Canal Pointe Building Princeton, New Jersey 08540	India
Giri Devanur Chief Executive Officer	President and Chief Executive Officer of AMERI and Chief Executive Officer of  Ameri & Partners	100 Canal Pointe Building Princeton, New Jersey 08540	India
Srirangan Rajagopal Executive Vice President	Executive Vice President of Ameri & Partners	100 Canal Pointe Building Princeton, New Jersey 08540	India
Carlos Fernandez  Executive Vice President, USA	Executive Vice President, USA of Ameri & Partners	100 Canal Pointe Building Princeton, New Jersey 08540	United States
Brunda Jagannath Chief Financial Officer	Vice President of Finance of AMERI and Chief Financial Officer of Ameri & Partners	100 Canal Pointe Building Princeton, New Jersey 08540	India

CUSIP NO. 280358102

SCHEDULE B

Transactions in the Securities of the Issuer During the Past Sixty Days

Shares of Common Stock Purchased/(Sold) Price Per Share ($) Date of Purchase / Sale

LONE STAR VALUE INVESTORS, LP

1,173	7.0100	08/07/2015
655	7.0621	08/10/2015
2,995	6.9212	08/11/2015
100	7.0100	08/19/2015
5,000	7.1500	08/20/2015
200	6.9700	08/21/2015
24,700	6.8586	08/24/2015
3,000	6.4007	08/24/2015
1,200	6.5858	08/24/2015
2,400	6.8985	08/25/2015
7,600	6.8048	08/26/2015
800	6.8100	08/27/2015
329	6.8491	08/27/2015
10,000	6.9870	08/27/2015
4,876	7.1429	08/31/2015
400	7.0700	09/01/2015
300	7.1467	09/02/2015
1,000	7.2100	09/03/2015
100	7.2100	09/03/2015
1,000	7.2100	09/04/2015
180	7.0000	09/08/2015
600	7.2100	09/08/2015
1,000	7.2500	09/10/2015
901	7.2500	09/10/2015
1,000	7.2100	09/15/2015
1,000	7.2100	09/15/2015
1,000	7.2100	09/15/2015
2,000	7.1948	09/15/2015
1,000	7.1980	09/16/2015
1,000	7.1950	09/16/2015
800	7.1488	09/16/2015
314	7.1500	09/16/2015
624	7.1900	09/16/2015
7,000	7.2210	09/17/2015
5,000	7.2451	09/17/2015
1,000	7.2490	09/17/2015
576	7.2500	09/17/2015
1,000	7.2500	09/17/2015
1,000	7.2500	09/17/2015
1,000	7.2310	09/17/2015
1,000	7.2100	09/17/2015
2,800	7.0900	09/18/2015

CUSIP NO. 280358102

204	7.2100	09/18/2015
700	7.2043	09/18/2015
1,000	7.2228	09/21/2015
225,000	7.1700	09/23/2015
5,000	7.2158	09/23/2015
1,400	7.2757	09/23/2015
3,100	7.2532	09/24/2015
200	7.2600	09/24/2015
200	7.2500	09/24/2015
200	7.2416	09/24/2015
200	7.2550	09/24/2015
1,000	7.2530	09/25/2015
1,000	7.2290	09/25/2015
1,000	7.2500	09/25/2015
1,000	7.2490	09/25/2015
1,000	7.2410	09/25/2015
1,000	7.2430	09/25/2015
1,000	7.2420	09/25/2015
1,000	7.2350	09/25/2015
996	7.2500	09/25/2015
324	7.2470	09/25/2015
1,000	7.1481	09/25/2015
20,302	7.2062	09/28/2015
3,200	7.2953	09/29/2015
1,700	7.3000	09/29/2015
4,600	7.2483	09/30/2015
1,000	7.3100	10/01/2015
1,000	7.3294	10/02/2015
1,000	7.3300	10/02/2015
1,000	7.3280	10/02/2015
1,000	7.3306	10/02/2015
1,000	7.3400	10/02/2015
1,000	7.3400	10/02/2015
1,300	7.3445	10/02/2015
1,000	7.3500	10/02/2015
1,000	7.3120	10/05/2015
1,000	7.3300	10/05/2015
1,000	7.3340	10/05/2015
1,000	7.3420	10/05/2015
1,000	7.3450	10/05/2015
26,600	7.3500	10/05/2015
10,000	7.3500	10/06/2015
10,000	7.3500	10/06/2015
10,000	7.3500	10/06/2015
10,000	7.3500	10/06/2015
175	7.2600	10/07/2015
1,500	7.1480	10/08/2015
20,000	7.3498	10/08/2015
10,000	7.3500	10/08/2015
2,670	7.3500	10/08/2015
522	7.3500	10/13/2015

CUSIP NO. 280358102

19,640	7.4479	10/15/2015
15,000	7.4993	10/15/2015
5,000	7.4966	10/16/2015
1,000	7.5968	10/16/2015
5,000	7.7000	10/16/2015
400	7.6975	10/16/2015
1,082	7.7521	10/16/2015
5,600	7.7898	10/16/2015
1,185	7.4975	10/21/2015
1,000	7.5407	10/21/2015
1,000	7.5500	10/21/2015
2,200	7.5364	10/21/2015
1,000	7.5000	10/21/2015
1,000	7.5000	10/21/2015
1,000	7.4980	10/21/2015
20,599	7.4989	10/21/2015
4,401	7.6255	10/22/2015

LONE STAR VALUE MANAGEMENT, LLC

(Through the Separately Managed Account)

62	7.0100	08/07/2015
34	7.0621	08/10/2015
800	7.1000	09/01/2015
20	7.0000	09/08/2015
337	7.1000	09/14/2015
59	7.2017	09/16/2015
999	7.2500	09/17/2015
1,000	7.2500	09/17/2015
1,000	7.3300	10/02/2015
1,000	7.3500	10/06/2015
1,000	7.3500	10/06/2015
1,000	7.3500	10/06/2015
1,000	7.3498	10/08/2015
267	7.3500	10/08/2015
4,733	7.5932	10/16/2015

EX-99.1

Exhibit 99.1

AMERI Offers To Merge with Edgewater Technology

Offer Price of $8.50 per EDGW share

Lone Star Value and AMERI Form Group to Change Edgewater’s Board

Princeton, NJ, October 26, 2015—AMERI Holdings, Inc. (OTC: AMRH) (together with its affiliates, “Ameri100”) announced today that it has delivered a merger proposal to Edgewater Technology, Inc. (“Edgewater”, “EDGW”, or the “Company”) (NASDAQ: EDGW) valuing Edgewater at a price of $8.50 per share, which is a substantial premium to where EDGW stock has traded over the last seven years.  Based on its rejection of Ameri100’s previous proposal that was submitted privately, and its refusal to engage in discussions, we are concerned that Edgewater’s incumbent Board of Directors (the “Board”) will once again reject this now public proposal, despite the significant premium and strategic benefits to Edgewater shareholders.  Therefore, Ameri100 is announcing the formation of a group (the “Shareholder Group”, “we”, or “us”) with Lone Star Value Management, LLC (together with its affiliates “Lone Star Value”) for the purposes of reconstituting the Edgewater Board for the benefit of all Edgewater shareholders.  The Shareholder Group owns 625,000 shares of EDGW, representing an approximate 5.3% ownership stake in Edgewater.

By way of background, Ameri100 first contacted Edgewater a few months ago to initiate a dialogue to explore a potential business combination between the two companies.  Edgewater’s representatives refused to meet.  Ameri100 then took the step of sending a formal written proposal to Shirley Singleton, CEO and Chairman, and the Edgewater Board, expressing Ameri100’s interest in a strategic business combination with Edgewater at a valuation of $8.50 per EDGW share.  Ameri100’s offer was based solely upon public information and we again emphasized our desire to meet with the Edgewater Board and management to explore the benefits of a strategic combination.  The Edgewater Board responded with a cursory and “unanimous” rejection less than a week later, again without any dialogue with us, any explanation, or any evidence of serious consideration.  In light of the substantial benefits to Edgewater shareholders that we believe would result from a combination between Ameri100 and Edgewater and the Edgewater Board’s nonchalant refusal to engage with us and properly consider this opportunity for creating value for EDGW shareholders, we believe the incumbent Edgewater Board is not appropriately serving the best interests of EDGW shareholders in a manner consistent with its fiduciary duties.  We have reluctantly come to the conclusion that the Edgewater Board must be reconstituted for EDGW shareholder value to be maximized and the Company’s full potential to be realized.

We believe Edgewater’s clients, employees, and shareholders would benefit from a merger with Ameri100.  The Shareholder Group nominees, if elected by Edgewater shareholders, will take their fiduciary duties very seriously and commit to form an independent special committee, hire a reputable financial adviser, and explore all strategic alternatives, including the sale of the Company to the highest qualified bidder with no special preference to Ameri100.

Edgewater’s US-Only Business Model is Outdated

The IT services industry, in which Ameri100 and Edgewater compete, can be bifurcated into two distinct business models: US-based and India-based.  The India-based business model involves US-based employees working with clients at the client site and India-based employees working on project execution in conjunction with the US-based employees.  The India-based model allows for faster completion times and better client service, representing a better value proposition for clients.  Edgewater has all of its employees based in the US with no presence in India while Ameri100 has about one-third of its employees based in the US and two-thirds based in India.  Edgewater has clearly stuck with a US-only business model, while Ameri100 has successfully executed on an India-based business model.

The companies reported by Edgewater as its peer group in its proxy statement (all US-based IT service companies) have failed to meaningfully grow revenues or generate acceptable profit margins, and have vastly underperformed their India-based peers over the last six years as shown in the table below.

	Revenue Growth(3)
	2009	2010	2011	2012	2013	2014
US-based IT services(1)	-5.3%	11.6%	9.7%	4.9%	1.2%	-2.6%
India-based IT services(2)	1.0%	26.4%	24.0%	12.9%	12.1%	11.2%
Growth Difference	6.3%	14.8%	14.3%	8.0%	10.9%	13.8%

These US-based IT services companies also have higher operating costs than India-based ones, which translates into significant margin underperformance as shown in the table below.

	Operating Profit Margin(3)
	2010	2011	2012	2013	2014	5-Yr Avg
US-based IT services(1)	1.3%	2.5%	3.6%	0.1%	-2.0%	-0.7%
India-based IT services(2)	17.3%	15.8%	18.4%	19.7%	17.1%	17.4%
Margin Difference	16.0%	13.3%	14.8%	19.6%	19.1%	18.1%

In addition to superior revenue growth and profit margins, India-based IT services stocks trade at much higher multiples than US-based ones and have generated far superior stock price performance.  During CEO Singleton’s tenure(4) at Edgewater, for example, the India-based IT services companies generated stock price appreciation of over 650% vs. only 54% for EDGW, a whopping performance gap of approximately 600%.

Edgewater appears to be trying to offset its outdated, structurally-flawed business model by making acquisitions, but its revenue growth remains low and its operating costs high, which has led to margin degradation.  For example, comparing the 12-months ended 6/30/2015 to the 12-months ended 6/30/2014, the Company’s revenues grew only 4% (despite making acquisitions), its gross margins declined to 34% from 38%, and its operating margin declined to 3% from 8%.  We believe that Edgewater’s Board and management are either unable or unwilling to adjust the Company’s business model and cost structure.  In our view, retaining Edgewater’s current flawed business model within the quickly shifting IT servicing industry will lead to continued operating and financial underperformance, which is why we believe Edgewater’s incumbent Board needs to be reconstituted.

Over Compensated for Underperformance

We believe the Edgewater Board and management team are overcompensated, especially in light of their poor performance.  In 2014, for example, the Edgewater Board and management team paid themselves more than $4.6 million while the stock price declined that year.  Over the past six years, Edgewater’s Board and management team have been paid approximately 46% of the Company’s total EBITDA (pre Board and NEO compensation) as shown in the table below.

	Total Board & Named Executive Officer (“NEO”) Compensation % EBITDA(5)
	2009	2010	2011	2012	2013	2014	Total	% of Total
Board Comp	$444,175	$424,600	$445,800	$486,000	$482,500	$455,770	$2,738,845	6%
NEO Comp	$2,431,106	$2,070,909	$2,617,014	$3,031,551	$3,616,310	$4,163,093	$17,929,983	40%
EBITDA	$(2,314,000)	$1,812,000	$6,429,000	$3,872,000	$6,263,000	$8,564,000	$24,626,000	54%
EBITDA Pre-Comp	$561,281	$4,307,509	$9,491,814	$7,389,551	$10,361,810	$13,182,863	$45,294,828	100%

We fear that the Edgewater Board and management team are far more concerned with operating the Company as a personal compensation vehicle rather than driving shareholder value.  If a transaction between Ameri100 and Edgewater is consummated, the combined Ameri100-Edgewater company would aim to implement a true pay-for-performance compensation system, which will benefit Edgewater’s employees and improve efficiency and utilization.  We believe in paying for performance, not tenure.  We further believe that instituting a pay-for-performance culture, combined with leveraging Ameri100’s already established India-based workforce and infrastructure, will allow Edgewater’s current employees greater opportunities to advance their careers, work experience, and compensation.

Focused on Personal Gains Rather Than Shareholder Rights and Value

Starting in 2012, a frustrated shareholder issued numerous public letters outlining the destruction of value by Edgewater’s incumbent Board, its excessive compensation, and its lack of independence.  The Edgewater Board ultimately disregarded the shareholder’s requests to change the Board and improve corporate governance, and instead responded by amending the management team’s employee agreements and severance packages, which increased their compensation and entrenched themselves further.  The new severance agreements increased the management team’s change in control payments to $5 million with CEO Singleton’s personal severance package alone accounting for more than $1.8 million(6) of this total.  We believe implementing these shareholder unfriendly policies demonstrates that the incumbent Board and management team at Edgewater are entrenched and are using the Company as a personal compensation vehicle regardless of performance or shareholder value creation.

Shareholders Demand Change

Unfortunately, Edgewater has a stale Board with an average tenure of over 10 years in an industry vastly altered over this time period.  During this time, we believe the incumbents have overseen significant operating and financial underperformance and have massively and disproportionately increased management’s compensation.  We believe that this poor track record has led to shareholder frustration as evidenced by the lack of shareholder support for the uncontested re-election of the incumbents at the 2015 annual shareholder meeting.  Excluding our estimate of the insider votes, the lead independent director, Wayne Wilson, had 55% of the independent shares vote against his re-election and no incumbent director would have received more than 60% of the independent votes cast – a remarkable result in an uncontested election(7).  Edgewater shareholders are clearly frustrated with the incumbent Board, and the Shareholder Group’s proposed Board change provides the solution in an alternative slate, which has a coherent strategy to maximize shareholder value, grow the business, and increase profitability.

Conclusion

The India-based IT services companies have generated far superior revenue growth, profit margins, and stock price performance to the US-based ones over the past 5-10 years and currently trade at much higher multiples of revenue, EBITDA, and earnings.  Edgewater has significantly underperformed the industry leaders due to the incumbent Board’s inability or unwillingness to adapt the Company’s business model.  By merging the Company with Ameri100, we believe that Edgewater shareholders will immediately begin to realize the benefits of a new business model – one with higher revenue growth, higher profit margins, and higher stock price appreciation potential.  In addition, we believe that Edgewater’s clients and employees will be better served by a broader product and service offering and a combined US-based and India-based workforce.

As a result of the Edgewater Board rejecting our $8.50 per share proposal and refusing to even meet with us to discuss a potential business combination, we have reluctantly come to the conclusion that Edgewater shareholders need a new independent Board for shareholder value to be maximized.  If elected as the new directors of Edgewater, our nominees will work to create an independent special committee, retain a reputable financial adviser, and conduct a full and fair process to explore strategic alternatives, including the sale of the Company to the highest qualified bidder.

The Edgewater Board still can and should reconsider Ameri100’s proposal and should immediately form a special committee to conduct a full and fair strategic review process and engage in good faith negotiations with us.  If the Board fails to do so, we are fully prepared to move forward with our campaign to replace five non-executive incumbents with independent and qualified directors whose interests are better aligned with the Company’s shareholders and who are truly committed to maximizing shareholder value.

Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements.  Forward-looking statements may include, without limitation, statements regarding (i) speculative plans and objective of AMERI Holdings, Inc. (ii) AMERI Holdings, Inc. and Edgewater Technology, Inc.’s future financial performance and (iii) the assumptions underlying or relating to any statement described above.  Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon AMERI Holdings, Inc. current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over or are unknown.  Actual results and the timing of certain events and circumstances may differ materially from those described above as a result of these risks and uncertainties.

About Ameri100:

Ameri100 is the brand name used by the operating business of AMERI Holdings, Inc.  Ameri100 was formed in November 2013 as a next generation technology management solutions firm.  Its founders have extensive experience in IT services and grew a previous company to a 1,000 person organization, which was sold to a private equity firm.  Ameri100 has combined lean technology innovation and deep business process expertise to exceed client expectations, leveraging an extensive Lean Enterprise Architecture Partnership "LEAP" of over 4,500 technology experts worldwide.  Ameri100 has assisted Global 2000 companies with architecture and technology solutions, enabling customers to transform businesses with the integration of seamless processes.  Ameri100 has continuously invested in innovative solutions such as the Langer Index and CDM which, we believe, have enhanced the competitive advantage of Ameri100's clients.

Please visit www.Ameri100.com for further information including full biographies of our management team and Board of Directors.

About Lone Star Value Management:

Lone Star Value Management, LLC (“Lone Star Value”) is an investment firm that invests in undervalued securities and engages with its portfolio companies in a constructive way to help maximize value for all shareholders.  Lone Star Value was founded by Jeff Eberwein who was formerly a Portfolio Manager at Soros Fund Management and Viking Global Investors.  Lone Star Value is based in Old Greenwich, CT.

AMERI Investor Contact Information:

Carlos Fernandez

carlos.fernandez@ameri100.com

732-243-9250

EDGW Investor Contact Information:

John Grau

InvestorCom, Inc.

(203) 972-9300 ext. 11

Shareholder Group Nominees

Lenny Alugas – Accomplished Global Operations Executive:

• Mr. Alugas’ experience and knowledge in executive technology roles, turnaround management, and operational improvement arms of large companies will make him an extremely valuable addition to the Edgewater Board

• Mr. Alugas has more than 30+ years of experience in the technology industry, specializing in revenue generation, turnaround management, operational improvement, and business development

• Mr. Alugas currently serves as the Senior Vice President of Operations at Western Union, where he is responsible for leading 1/3 of the company’s total employees

• Mr. Alugas most recently served as the Senior Vice President of Global Renewals at Symantec Corporation

– Mr. Alugas has held numerous other executive positions at Symantec/Norton, which included SVP of Norton’s Worldwide eCommerce, Consulting Services, and Worldwide Education & Training divisions, beginning in 2002

• Prior to his time at Symantec, Mr. Alugas served as the Acting President & COO of Multitude, Inc.

• He also served as the General Manager of HP Education and SAP Consulting at Hewlett-Packard

• Mr. Alugas earned a BS in Mechanical Engineering from Columbia University

Stephen R. Bova, Former Chairman and CEO – Technisource (formerly IntelliMark IT Business Solutions):

• Mr. Bova previously served on the Edgewater Board (1999-2001) and Edgewater’s current CEO, Shirley Singleton, reported to him while both were at Staffmark, EDGW’s predecessor company

• Mr. Bova’s previous executive IT roles, familiarity with the Edgewater business, and experience serving on public boards will make him an extremely important addition to the EDGW Board

• Mr. Bova has more than 40 years of experience in the IT, consulting, and high-end technology services and software industry

• Mr. Bova currently serves as a Business Strategy Consultant and CEO Mentor

• He is also currently serving on the Board of Directors at BlueInGreen LLC, Lindsey Software Systems, OPTOMI LLC, and Labscoop LLC.

• From 1999, Mr. Bova was President, COO, a member of the Edgewater Technology’s Board of Directors from 1999-2001

• From 2000-2007, Mr. Bova was the Chairman and CEO of Technisource, inc. (formerly IntelliMark IT Business Solutions), a high performance IT staffing and services company; IntelliMark was previously a subsidiary of Edgewater until Mr. Bova led a management-investor buyout in November 2000.

– Mr. Bova led a management buyout with private equity partner, Charlesbank Capital Partners, successfully executed and integrated two significant acquisitions, utilized capital markets to maximize shareholder value, achieve top operating performance and orchestrated successful exit.

• In 2002, Mr. Bova initiated and led the acquisition of Technisource, a public company. Following the successful integration, the combined company was rebranded Technisource

• We note that of the 7 Boards of Directors that Mr. Bova was a member, 3 of the companies were sold during his tenure on the Board (including a company that was sold to Oracle)

Robert G. Pearse, Managing Partner – Yucatan Rock Ventures:

• Mr. Pearse’s extensive leadership experience and deep understanding of the technology industry will make him a valuable addition to the Board

• He has more than 30+ years of experience in the IT industry

• Mr. Pearse is currently the Managing Partner and Co-Founder at Yucatan Rock Ventures, where he specializes in technology investments and consulting

• Mr. Pearse serves as director and the chairman of the compensation committee for AMERI Holdings, Inc., Novation Companies, and CrossRoads Systems, Inc.

• Since January 2015, Mr. Pearse has served as director for Aviat Networks, Inc

• From 2005 to 2012, he served as VP of Strategy and Market Development at NetApp, Inc. (NASDAQ:NTAP) (“NetApp”), a computer storage and data management company

– At NetApp, Mr. Pearse played an influential role in creating corporate growth as well as market and business development which drove NetApp to become a Fortune 500 company

• From 1987 to 2004, he held leadership positions at Hewlett-Packard

– As Vice President of Strategy and Corporate Development from 2001-2004, Mr. Pearse drove the rapid growth of HP’s Services business through successful acquisition and integration of target service firms.

• Mr. Pearse also worked at PricewaterhouseCoopers LLP, Eastman Chemical Company, and General Motors Company

• Mr. Pearse earned a MBA degree from Stanford Graduate School of Business in 1986, and a BS in Mechanical Engineering from the Georgia Institute of Technology in 1982

Dhruwa (“Dru”) Rai, former CIO – Axalta Coating Systems:

• Mr. Rai’s multi-functional business experience in sales/marketing, product management, operations and IT in global environments will make him an essential addition to the Board

• He has 25+ years of experience in both the Industrial and IT industries

• Mr. Rai served as a Director for FCS Software Ltd. from 2007 to 2010

• Mr. Rai served as the Chief Information Officer and Senior Vice President of Business Processes at Axalta Coating Systems Ltd (formerly DuPont Performance Coatings)

– He joined Axalta Coatings in 2013 and led the business process and IT transformation including the separation from Dupont

• In 2012 Mr. Rai joined Williams Companies, Inc., an energy infrastructure company in Tulsa, OK, and served as the Chief Information Officer

• From 2009 to 2011, Mr. Rai served as the Vice President and General Manager of Momentive Performance Materials, Inc. (formerly General Electric Advanced Materials)

– He served as Director of Global IT Applications at Momentive Performance

– He joined Momentive Performance from GE through the acquisition of GE Advanced Materials, which he helped spearhead

• Mr. Rai served as a Director of Global IT Applications at General Electric Company

• Prior to 2007, Mr. Rai has worked as a manager at Delphi and Ernst & Young

• Mr. Rai has a Bachelor of Engineering degree in Industrial Engineering and an M.B.A. in Operations Management from the University of Connecticut

Timothy Whelan, CPA, Managing Director/Co-Founder – Echo Financial Business Consulting:

• Mr. Whelan’s wealth of experience in executive roles, international operations, financial expertise, serving on the Board of a public company, and his proven track record in value creation will make him an extremely important addition to the Board

• Mr. Whelan has more than 20+ years of experience in technology, advisory, and corporate and public accounting

• Mr. Whelan currently serves as a Managing Director and the Co-Founder of Echo Financial Business Consulting, where he advises Boards and management on financial and operational improvement initiatives and M&A transaction support

• He is also currently a member of the Board of Directors, Audit Committee, and Chair of the Compensation Committee at Wireless Telecom Group

• From 1999-2013 Mr. Whelan was the CFO and COO at IPC Systems, an international leader in communications technology, software, and services to trading floors of Financial Services firms

• During his time at IPC Systems, he led 7 acquisitions, 2 divestitures, 3 ownership changes, and $2.4 billion worth of debt financings

• Mr. Whelan earned a BS in Accounting and a Minor in Naval Science from Villanova University in 1988.  He also served as a Lieutenant, Supply Corps Officer, and Helicopter Control Officer in the United States Navy

__________________________

(1) US-based peer group based on EDGW’s 2015 proxy statement: CRTN US, CSPI US, GVP US, GUID US, III US, INOD US, LLNW US, MHH US, MATR US, NTWK US, NCIT US, PRFT US, QADA US, RCMT US, SMSI US, SYNC US, HCKT US, & WYY US.

(2) India-based peer group: CTSH US, TECHM IN, IGTE US, SYNT US, TCS IN, INFO IN, WPRO IN, HCLT IN, MTCL IN, HEXW IN, PSYS IN, KPIT IN, ZENT IN, & NITEC IN.

(3) Operating Income and Revenue sourced from Bloomberg: Annual Revenue Growth calculation = (RevenueYear1/RevenueYear0-1); Annual Operating Margin calculation = (Operating IncomeYear1/RevenueYear1).

(4) 7/21/2005 to 9/30/2015.

(5) Source = Bloomberg: EBITDA defined as Operating Income + DD&A Expense.

(6) Source = Edgewater’s 2015 Proxy Statement.

(7) Source = Edgewater’s 2015 Proxy Statement; shareholder vote numbers exclude our estimate of insider votes, which equates to 999,621 shares.

EX-99.2

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, Edgewater Technology, Inc., a Delaware corporation (the “Company”);

WHEREAS, Lone Star Value Investors, LP, a Delaware limited partnership, Lone Star Value Investors GP, LLC, a Delaware limited liability company, Lone Star Value Management, LLC, a Connecticut limited liability company and Jeffrey E. Eberwein (together, “Lone Star Value”), AMERI Holdings, Inc., a Delaware corporation (“AMERI Holdings”), and Ameri and Partners Inc., a Delaware corporation (together with AMERI Holdings, “Ameri100”), Lenny Alugas, Stephen R. Bova, Robert G. Pearse, Dhruwa N. Rai and Timothy Whelan wish to form a group for the purpose of 1) seeking representation on the Board of Directors of the Company (the “Board”) through a consent solicitation or any other means permitted under the Delaware General Corporation Law (including any meeting of stockholders held in respect thereof, and any adjournments, postponements, reschedulings or continuations thereof), 2) effectuating the desire of Ameri100 to enter into a negotiated transaction with the Company, and  3) taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 26th day of October 2015 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.  Each member of the Group shall be responsible for the accuracy and completeness of his/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.  Lone Star Value or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member prior to the filing or submission thereof.

2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) and Lone Star Value of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.

3.           Each of the undersigned agrees to form the Group for the purpose of 1) seeking representation on the Board of Directors of the Company (the “Board”) through a consent solicitation or any other means permitted under the Delaware General Corporation Law (including any meeting of stockholders held in respect thereof, and any adjournments, postponements, reschedulings or continuations thereof), 2) effectuating the desire of Ameri100 to enter into a negotiated transaction with the Company, 3) taking such other actions as the parties deem advisable, and 4) taking all other action necessary or advisable to achieve the foregoing.

4.           Ameri100 shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5.           Each of the undersigned agrees that any SEC filing, press release, communication to the Company or communication to other stockholders 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 as determined by Lone Star Value (“Company Communication”).  Lone Star Value will provide notice to and a reasonable opportunity for each of the Parties to review and comment upon any such SEC filing, press release or communication, or any proposed agreement or negotiating position with respect to the Company.  Subject to the foregoing, the 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.  In the absence of disagreement, Lone Star Value shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the Group.  Notwithstanding the foregoing, Ameri100 shall have the right at all times to make such SEC filings and take such other actions if advised by counsel that it is required to do so under applicable laws, rules or regulations.  Lone Star Value hereby agrees to indemnify, defend and hold harmless Ameri100 from and against any and all liabilities, claims, or losses resulting from or arising out of its negligence, bad faith or willful misconduct in connection with the determinations that it makes and the exercise of its discretion, referred to in this Section 5.  Ameri100 hereby agrees to indemnify, defend and hold harmless Lone Star Value from and against any and all liabilities, claims, or losses resulting from or arising out of its negligence, bad faith or willful misconduct in connection with the determinations that it makes and the exercise of its discretion, referred to in this Section 5.

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/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with 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.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

10.           Each party acknowledges that Olshan shall act as counsel for each of the Group, Lone Star Value and Ameri100 relating to their investment in the Company.

11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D 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.

Lone Star Value Investors, LP
By:	Lone Star Value Investors GP, LLC General Partner
By:		/s/ Jeffrey E. Eberwein
		Name:	Jeffrey E. Eberwein
		Title:	Manager

Lone Star Value Investors GP, LLC
By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Manager

Lone Star Value Management, LLC
By:	/s/ Jeffrey E. Eberwein
	Name:	Jeffrey E. Eberwein
	Title:	Sole Member

AMERI Holdings, Inc.
By:	/s/ Giri Devanur
	Name:	Giri Devanur
	Title:	President and Chief Executive Officer

Ameri and Partners Inc.
By:	/s/ Giri Devanur
	Name:	Giri Devanur
	Title:	President and Chief Executive Officer

/s/ Lenny Alugas

LENNY ALUGAS

/s/ Stephen R. Bova

STEPHEN R. BOVA

/s/ Dhruwa N. Rai

DHRUWA N. RAI

/s/ Robert G. Pearse

ROBERT G. PEARSE

/s/ Timothy Whelan

TIMOTHY WHELAN

EX-99.3

Exhibit 99.3

LONE STAR VALUE INVESTORS, LP

c/o Lone Star Value Management, LLC

53 Forest Avenue, 1st Floor

Old Greenwich, Connecticut 06870

October __, 2015

Re:                           EDGEWATER TECHNOLOGY, INC.

Dear _______:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Edgewater Technology, Inc.(the “Company”) in connection with the solicitation of written consents or proxies that Lone Star Value Investors, LP and certain of its affiliates (collectively, the “Lone Star Value Group”) is considering undertaking to nominate and elect directors to the Company’s Board of Directors through a consent solicitation or any other method permitted under the Delaware General Corporation Law (the “Lone Star Value Group Solicitation”).

Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter (“Agreement”) will set forth the terms of our agreement and is considered confidential.

AMERI Holdings, Inc., its affiliate Ameri and Partners Inc., and any succeeding company formed therefrom (collectively, the “Ameri Companies”) and the members of the Lone Star Value Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Lone Star Value Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company and is limited to any claims or losses in connection with your service as a nominee. The undersigned agrees that any indemnification shall first be sought from the Ameri Companies, and, only to the extent the undersigned is unable to obtain full indemnification from the Ameri Companies, the undersigned shall seek indemnification from the Lone Star Value Group pursuant to this Agreement. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Lone Star Value Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Ameri Companies and the Lone Star Value Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Ameri Companies and the Lone Star Value Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Ameri Companies in consultation with the Lone Star Value Group will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  The Ameri Companies and the Lone Star Value Group may not enter into any settlement of loss or claim brought directly against you without your consent unless such settlement includes a release of you from any and all liability in respect of such loss or claim.

Page 1 of 3

You hereby agree to keep confidential and not disclose to any party, without the consent of the Lone Star Value Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Lone Star Value Group, its affiliates, any members of any group formed by the Lone Star Value Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“Schedule 13D Group”) or the Ameri Companies which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Lone Star Value Group, its affiliates, any members of any Schedule 13D Group, the Ameri Companies, or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Ameri Companies and the Lone Star Value Group so that the Ameri Companies, the Lone Star Value Group, or any member thereof may seek a protective order or other appropriate remedy or, in the Lone Star Value Group’s sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or the Lone Star Value Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Ameri Companies and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Lone Star Value Group and, upon the request of a representative of the Lone Star Value Group, all such information shall be returned or, at the Lone Star Value Group’s option, destroyed by you, with such destruction confirmed by you to the Lone Star Value Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

*              *              *

Page 2 of 3

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,
LONE STAR VALUE INVESTORS, LP
By:	Lone Star Value Investors GP, LLC, its General Partner
By:
Name:	Jeffrey E. Eberwein
Title:	Manager

AMERI Holdings, Inc.
By:
Name:	Giri Devanur
Title:	President and Chief Executive Officer
Ameri and Partners Inc.
By:
Name:	Giri Devanur
Title:	President and Chief Executive Officer

ACCEPTED AND AGREED:

__________________________

NAME

Page 3 of 3

EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey E. Eberwein 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 Edgewater Technology, Inc., a Delaware corporation (the “Company”) directly or indirectly beneficially owned by Lone Star Value Investors, LP (“Lone Star Value Investors”) or any of its affiliates, managed accounts, or any members of any group formed by Lone Star Value Investors pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “Lone Star Value Group”) and (ii) any proxy solicitation or consent solicitation of the Lone Star Value Group to elect the Lone Star Value Group’s slate of director nominees to the board of directors of the Company (the “Solicitation”).  Such action shall include, but not be limited to:

1.           if applicable, executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Lone Star Value Group that are required to be filed under Section 13(d) 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;

2.           if applicable, 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 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.           if applicable, 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 Lone Star Value 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 reasonable 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 reasonable discretion and shall not be inconsistent with the terms of any letter agreement between Lone Star Value Investors and the undersigned with respect to indemnification of the undersigned under certain circumstances.

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 Lone Star Value 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 ___ day of October 2015.

______________________________

NAME