EARNOUT AGREEMENT

Exhibit 2.2

Execution Version

EARNOUT AGREEMENT

THIS EARNOUT AGREEMENT (this “Agreement”) is entered into as of December 21, 2015, by and among EDGEWATER TECHNOLOGY-M2, INC., a Delaware corporation (the “Buyer”), and M2 DYNAMICS INC., a California corporation (the “Seller”). Each of the Buyer and the Seller is 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 and Michael A. Kember, Brian Grimes, Darlene Finn and Michael A. Kember and Kevin H. Murukami, Trustees of the Rambeau Living Trust dated March 9, 2013 (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.

“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.

“Buyer” has the meaning set forth in the preamble.

“Buyer’s EBITDA” means the dollar amount equal to the sum of the Buyer’s earnings before interest, taxes, depreciation and amortization for the Earnout Period based on the Financial Statements, provided, however, that Buyer’s EBITDA (i) shall exclude the services revenue and associated direct expenses of the Buyer’s employees working on behalf of other Parent business units; (ii) shall include the services revenue and associated direct expenses of other Parent business unit employees doing work on behalf of the Buyer; and (iii) shall exclude any extraordinary expenses (i.e., material, unusual and non-recurring with respect to the historical operations of the Business) incurred at the request of the Parent.

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

“Cause” means, with respect to either Stockholder: (i) fraud, embezzlement or misappropriation of funds involving assets of the Buyer, the Parent or any of their respective customers, suppliers or affiliates; (ii) being convicted of any felony or any other criminal offense which adversely affects such Stockholder’s ability to perform his employment duties with the Buyer or the reputation of the Buyer or the Parent; (iii) gross misconduct in connection with his employment with the Buyer; (iv) material breach of the terms of such Stockholder’s Non-Compete Agreement; (v) material failure to perform satisfactorily such Stockholder’s services for the Buyer or to comply with the Buyer’s written policies or rules, which material failure remains uncured for a period of thirty (30) days after such Stockholder has been notified in writing by the Buyer of such material failure; (vi) a breach of fiduciary duties owed to the Buyer; (vii) misappropriation of any business opportunity for the Buyer, the Parent or their respective affiliates; or (viii) the making of disparaging statements about the Buyer, the Parent or their respective affiliates, which disparaging statements are damaging to the reputation or business of the Buyer, the Parent or their respective affiliates.

“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, monthly profit and loss statements and labor cost allocation support relating thereto for the Earnout Period, and a certification by the Buyer’s Treasurer that such calculations were made in accordance with the terms of this Agreement and that the Financial Statements were prepared in accordance with GAAP and that such Financial Statements accurately reflect, in all material respects, the amounts set forth therein.

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“Determination Date” means the date that the Buyer delivers the Certificate and the Financial Statements to the Seller; provided, however, that such date shall not be later than 90 days following the end of the Earnout Period.

“Earnout Consideration” means the sum of the EBITDA Earnout and the Revenue Earnout.

“Earnout Period” means the period commencing on the Closing Date and continuing thereafter until (and including) the date immediately prior to the first anniversary of the Closing Date, without regard to the normal fiscal year of the Buyer.

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

“EBITDA Floor” means $3,200,000.

“Financial Statements” means the Buyer’s consolidated statement of operations for the Earnout Period prepared in accordance with GAAP.

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

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

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

“Party” and “Parties” have the meanings set forth in the preamble.

“Potential Maximum Earnout” means $6,560,300.

“Potential Maximum EBITDA Earnout” means $4,592,210.

“Potential Maximum Revenue Earnout” means $1,968,090.

“Purchase Agreement” has the meaning set forth in the recitals.

“Referee” has the meaning set forth in Section 3(c).

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

“Revenue Floor” means $12,200,000.

“Seller” has the meaning set forth in the preamble.

“Stockholder” means either Michael A. Kember or Brian Grimes, individually.

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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.

3. Payment and Review Procedures.

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4. Termination of the Buyer’s Obligations and Responsibilities. Notwithstanding any other provision of this Agreement, except with respect to actual fraud by the Buyer, 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 Earnout Consideration 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 Earnout Consideration and no Objection Notice from the Seller is received pursuant to Section 3(c) above; or (iii) resolution of objections to the Certificate or the Financial Statements or otherwise with respect to the Earnout Consideration by the Referee in accordance with Section 3(c) above and delivery of the Earnout Consideration thereafter based upon the Referee’s findings and conclusions.

5. Buyer Operations. During the Earnout Period, the Buyer shall not, whether in one transaction or in a series of transactions:

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

(b) 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);

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

(d) 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 (i) in the ordinary course of business or (ii) in connection with a transaction pursuant to which all or substantially all of the Buyer’s assets are being sold, transferred or otherwise disposed of in combination with the sale of all or substantially all of the assets of one or more other subsidiaries of the Parent;

(e) 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; or

(f) terminate the employment of a Stockholder without Cause.

The foregoing restrictions notwithstanding, nothing in this Agreement shall prohibit or restrict the

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Parent from (i) taking any of the actions set forth in Sections 5(a)-(e) with respect to the Buyer 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 (ii) taking any action with respect to the Buyer that is required by applicable law or as a result of the Parent’s public company status. The Buyer hereby confirms and represents that, at the time of the closing of the transactions contemplated by the Purchase Agreement, it did not own, control or operate any other business and that its sole business during the Earnout Period will be the Business. Notwithstanding anything to the contrary herein, in the event of any transaction contemplated by clauses (i) or (ii) of this paragraph, the Buyer or any successor thereto shall continue to be responsible for the obligations under this Agreement.

6. Miscellaneous.

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[Remainder of page intentionally left blank.]

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

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