EARNOUT AGREEMENT

Exhibit 2.2

Execution Copy

EARNOUT AGREEMENT

THIS EARNOUT AGREEMENT (this “Agreement”) is entered into as of March 13, 2015, by and among EDGEWATER TECHNOLOGY-ZERO2TEN, INC., a Delaware corporation (the “Buyer”), and ZERO 2 TEN, INC., a Georgia corporation (the “Seller”). Each of the Buyer and the Seller are referred to herein as a “Party” or, collectively, as the “Parties.”

RECITALS

WHEREAS, pursuant to an Asset Purchase Agreement, of even date herewith, by and among the Buyer, the Seller, the Subsidiary and the Stockholders (the “Purchase Agreement”), the Buyer is acquiring the Acquired Assets from the Seller, with the Seller receiving the Purchase Price as a consequence thereof; and

WHEREAS, Section 2.4 of the Purchase Agreement provides that any and all payments pursuant to this Agreement constitute and are considered a part of the Purchase Price; and

WHEREAS, it is a condition precedent to the obligation of the Seller to consummate the transactions contemplated by the Purchase Agreement that the Buyer shall have entered into this Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, and in consideration of the premises, the representations, warranties, covenants and agreements contained herein and subject to the conditions contained herein, the Parties agree as follows:

1. Definitions. Capitalized terms not otherwise defined in this Section 1 or otherwise in this Agreement shall have the meanings ascribed thereto in the Purchase Agreement.

“Affiliate,” when used with respect to any Party hereunder, means any person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by, or is under common control with, the specified Party.

“Alternative Currency” means a currency other than the U.S. dollar.

“Buyer’s EBITDA” means the dollar amount equal to the sum of the Buyer’s earnings before interest, taxes, depreciation and amortization for the appropriate Earnout Period based on the Financial Statements, provided, however, that it (i) shall include the services revenue and associated

direct expenses of the Buyer’s employees working on behalf of other Parent business units, (ii) shall exclude the services revenue and associated direct expenses of other Parent business unit employees doing work on behalf of the Buyer and (iii) shall be increased by the Spurr Adjustment.

“Buyer’s Initial EBITDA” means the Buyer’s EBITDA during the Initial Earnout Period.

“Buyer’s Initial Revenue” means the Buyer’s Revenue during the Initial Earnout Period.

“Buyer’s Revenue” means the dollar amount of revenue, excluding any reimbursed expenses, calculated for the appropriate Earnout Period based on the Financial Statements. Buyer’s Revenue shall include revenue, excluding any reimbursed expenses, generated by the Buyer’s employees working on behalf of other Parent business units, provided that the direct expenses of such employees are also included in calculating Buyer’s EBITDA. Buyer’s Revenue shall not include revenue, including any reimbursed expenses, generated by employees of other Parent business units working on behalf of Buyer, provided that the direct expenses of such employees are also not included in calculating Buyer’s EBITDA. 

“Buyer’s Second EBITDA” means the sum of (i) Buyer’s EBITDA during the Second Earnout Period and (ii) the Excess Initial EBITDA.

“Buyer’s Second Revenue” means the sum of (i) Buyer’s Revenue during the Second Earnout Period and (ii) the Excess Initial Revenue.

“Business Day” means any day, other than Saturday, Sunday or a federal holiday, and shall consist of the time period from 12:01 a.m. through 12:00 midnight Eastern Time.

“Certificate” means the certificate to be delivered to the Seller by the Buyer reflecting (i) the Earnout Consideration or (ii) that no payment is due with respect to the Earnout Consideration, and, in either event, including the applicable calculations relating thereto and a certification by the Buyer’s Treasurer that such calculations were made in accordance with the terms of this Agreement.

“Determination Date” means the date that the Buyer delivers the Financial Statements to the Seller; provided, however, that such date shall not be later than 120 days following the end of the applicable Earnout Period.

“Earnout Consideration” means the Initial Earnout and the Second Earnout, as the case may be.

“Earnout Period” means the Initial Earnout Period and the Second Earnout Period, as the case may be.

2

“Employment” means the working association and relationship between a Stockholder and the Buyer or its Affiliate, whether such individual is an employee, an independent contractor, or someone whose services are otherwise provided to or for the Buyer or its Affiliate through a third party.

“Excess Initial EBITDA” means the amount, if any, by which Buyer’s Initial EBITDA is in excess of the Initial Earnout Period EBITDA Ceiling.

“Excess Initial Revenue” means the amount, if any, by which Buyer’s Initial Revenue is in excess of the Initial Earnout Period Revenue Ceiling.

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Financial Statements” means with respect to the Buyer, the consolidated income statements for the Initial Earnout Period and the Second Earnout Period, each of which will be prepared in accordance with GAAP.

“Initial Earnout” means the sum of the Initial Earnout Period EBITDA Earnout and the Initial Earnout Period Revenue Earnout.

“Initial Earnout Period” means the period commencing on the Closing Date and continuing thereafter for a period of one year.

“Initial Earnout Period EBITDA Ceiling” means $1,142,857.

“Initial Earnout Period EBITDA Earnout” means the earnout, if any, with respect to Buyer’s Initial EBITDA.

“Initial Earnout Period EBITDA Floor” means $714,286.

“Initial Earnout Period Revenue Earnout” means the earnout, if any, with respect to Buyer’s Initial Revenue.

“Initial Earnout Period Revenue Ceiling” means $9,870,281.

“Initial Earnout Period Revenue Floor” means $7,828,154.

“Not With Cause Termination by Buyer” means a termination of a Stockholder’s Employment by the Buyer other than a With Cause Termination by Buyer.

“Notice Form” has the meaning set forth in Section 3(a)(ii).

3

“Parent” means Edgewater Technology, Inc., a Delaware corporation.

“Potential Maximum Annual Earnout” means $4,307,090.

“Potential Maximum Initial EBITDA Earnout” means $3,014,963.

“Potential Maximum Initial Revenue Earnout” means $1,292,127.

“Potential Maximum Second EBITDA Earnout” means $3,014,963.

“Potential Maximum Second Revenue Earnout” means $1,292,127.

“Second Earnout” means the sum of the Second Earnout Period EBITDA Earnout and the Second Earnout Period Revenue Earnout.

“Second Earnout Period” means the period commencing on the first day following the completion of the Initial Earnout Period and continuing thereafter for a period of one year.

“Second Earnout Period EBITDA Ceiling” means 170% of the greater of (i) $821,429 and (ii) the lesser of (A) Buyer’s Initial EBITDA and (B) $1,142,857.

“Second Earnout Period EBITDA Earnout” means the earnout, if any, with respect to Buyer’s Second EBITDA.

“Second Earnout Period EBITDA Floor” means 120% of the greater of (i) $821,429 and (ii) the lesser of (A) Buyer’s Initial EBITDA and (B) $1,142,857.

“Second Earnout Period Revenue Ceiling” means 150% of the greater of (i) the Initial Earnout Period Revenue Floor and (ii) the lesser of (A) the Buyer’s Initial Revenue and (B) the Initial Earnout Period Revenue Ceiling.

“Second Earnout Period Revenue Earnout” means the earnout, if any, with respect to Buyer’s Second Revenue.

“Second Earnout Period Revenue Floor” means 115% of the greater of (i) the Initial Earnout Period Revenue Floor and (ii) the lesser of (A) Buyer’s Initial Revenue and (B) the Initial Earnout Period Revenue Ceiling.

“Spurr Adjustment” means the sum of (i) $50,000 multiplied by the quotient of the number of days during the appropriate Earnout Period in which Adam Spurr was an employee of the Subsidiary divided by 365, and (ii) $50,000 multiplied by the quotient of the number of days during

4

the appropriate Earnout Period in which Natasha Spurr was an employee of the Subsidiary divided by 365.

“With Cause Termination by Buyer” means a termination in writing of a Stockholder’s Employment by the Buyer or its Affiliate for (a) dishonesty, fraud, embezzlement or misappropriation of funds involving assets of the Buyer, the Parent or any of their respective customers, suppliers or Affiliates; (b) conviction of a felony or any criminal offense which adversely affects (i) the Stockholder’s ability to perform his Employment duties or (ii) the reputation of the Buyer or its Affiliate or the Parent; (c) gross misconduct in connection with employment or contractor status with the Buyer or its Affiliate, which gross misconduct remains uncured for a period of thirty (30) days after the Stockholder has been notified in writing by the Buyer or its Affiliate of such gross misconduct; (d) material breach by the Stockholder of the terms of any non-competition or confidentiality agreement entered into between the Stockholder, on the one hand, and the Buyer or its Affiliate or the Parent, on the other hand, which material breach remains uncured for a period of thirty (30) days after the Stockholder has been notified in writing by the Buyer or its Affiliate of such material breach; (e) material failure to satisfactorily perform the Stockholder’s services for the Buyer or its Affiliate, which material failure remains uncured for a period of thirty (30) days after the Stockholder has been notified in writing by the Buyer or its Affiliate of such material failure; or (f) the Stockholder’s making of disparaging statements about the Buyer, the Parent or their respective Affiliates, subsidiaries or businesses.

2. Calculation of the Earnout Consideration. Subject to the provisions set forth below, the Seller shall be eligible to receive the amount calculated as the Earnout Consideration, pursuant to and in accordance with the payment and review procedures in Section 3 below.

5

6

3. Payment and Review Procedures.

7

4. Termination of the Buyer’s Obligations and Responsibilities. Notwithstanding any other provision of this Agreement, the Buyer’s obligations, responsibilities, covenants, agreements and liabilities pursuant to this Agreement shall terminate on the earliest of any of the following situations: (i) payment of the Second Earnout in accordance with Section 3(b) above; (ii) delivery of the Certificate of the Buyer certifying that no payment is due with respect to the Second Earnout and no objection by the Seller is received pursuant to Section 3(c) above; or (iii) resolution of objections to the Certificate with respect to the Second Earnout by the Referee in accordance with Section 3(c) above and delivery of the Second Earnout thereafter based upon the Referee’s findings and conclusions.

5. Buyer Operations.

(a) During any Earnout Period, the Buyer shall operate the Business to maximize the Earnout Consideration, and not in limitation of the foregoing:

(i) The Buyer shall (A) operate the Business in the ordinary course of business consistent with past practice of the Seller and this Agreement; (B) maintain separate books and records for the Business (with a right of inspection for the Seller); and (C) act in good faith and in a spirit of fair dealing.

(ii) Neither the Buyer’s nor the Parent’s expenses relating to the transactions the subject of the Purchase Agreement shall be taken into account for purposes of measuring entitlement to or the amount of the Earnout Consideration.

(iii) To the extent he remains employed by the Buyer, Paul A. Colella shall be

8

responsible for the day- to-day management and operation of the Business, and shall report to Russell Smith (or any successor to Russell Smith).

(b) During any Earnout Period, the Buyer shall operate its Business to maximize the Earnout Consideration, and not in limitation of the foregoing, during any Earnout Period, the Buyer shall not, and shall cause the Subsidiary not to, whether in one transaction or in a series of transactions:

(i) merge, dissolve, liquidate, reorganize, recapitalize, combine or consolidate with or into another Person;

(ii) purchase or acquire any Person or any portion thereof (it being understood that the Buyer shall be permitted to hire employees in the ordinary course of business);

(iii) purchase or acquire any assets of any Person, except in the ordinary course of business;

(iv) sell, transfer or otherwise dispose of the Buyer’s assets (whether now owned or hereafter acquired) to or in favor of any Person, other than in the ordinary course of business in connection with a transaction pursuant to which solely the Buyer’s assets are being sold, transferred or otherwise disposed;

(v) in the case of the Buyer, sell, transfer or otherwise dispose of any of the securities of the Subsidiary in connection with a transaction pursuant to which solely the Subsidiary’s securities are being sold, transferred or otherwise disposed; or

(vi) permit the Parent to sell, transfer or otherwise dispose of any of the securities of the Buyer in connection with a transaction pursuant to which solely the Buyer’s securities are being sold, transferred or otherwise disposed.

The foregoing restrictions notwithstanding, nothing in this Agreement shall prohibit or restrict the Parent from (x) taking any of the actions set forth in Sections 5(b)(i)-(vi) with respect to the Buyer or the Subsidiary in connection with or as a result of the sale or transfer of all or substantially all of the Parent’s assets and securities, or the merger or consolidation of the Parent, or (y) taking any action with respect to the Buyer or the Subsidiary that is required by applicable law or as a result of the Parent’s public company status.

6. Miscellaneous.

9

10

7. Additional Provisions.

11

In the event of the termination of a Stockholder’s Employment with the Buyer or its Affiliate at any time during the Second Earnout Period because of a Not With Cause Termination by Buyer, then, notwithstanding anything to the contrary, the Seller shall be entitled to receive the Potential Maximum Annual Earnout for the Second Earnout Period; provided, however, that the timing of payment of such shall be as follows: within fifteen (15) Business Days following the end of the Second Earnout Period.

8. Guaranty. In connection with the execution of this Agreement, Edgewater Technology, Inc., a Delaware corporation and the parent corporation of the Buyer, is entering into the Parent Guaranty (as defined in the Purchase Agreement).

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.