Exhibit 2.2

EARNOUT AGREEMENT

THIS EARNOUT AGREEMENT (this “Agreement”) is entered into as of August 17, 2015, by and among EDGEWATER TECHNOLOGY-BRANCHBIRD, INC., a Delaware corporation (the “Buyer”), and BRANCHBIRD LLC, an Illinois limited liability company (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, dated as of August 17, 2015, by and among the Buyer, the Seller and the Members (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.

“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 Fringe Benefit 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 the 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.

“Cause” means (i) the failure by a Member to perform any of the duties or responsibilities assigned to Member in connection with the Member’s employment with the Buyer; or (ii) the failure of a Member to meet any performance goals or objectives established by Buyer or Parent for such Member from time to time; or (iii) the failure of Buyer to meet any financial projections, business plans, budgets or performance estimates as established for the Buyer in the Parent’s business plan or financial projections; or (iv) any breach by a Member of the terms of any Agreement entered into between the Member and the Buyer or the Parent; or (v) a Member’s failure to comply with any valid and legal directive of the Buyer, the Parent’s Chief Executive Officer or the Parent’s Board; or (vi) a breach of a Member’s fiduciary duties to the Buyer, the Parent or any of Parent’s Subsidiaries; or (vii) misappropriation of any business opportunity; or (vi) dishonesty, fraud, embezzlement or misappropriation of funds involving assets of the Buyer, the Parent, or their customers, suppliers, or any of their affiliates; or (viii) indictment or charge of Employee by applicable governmental authorities with, or being convicted of, any criminal offense which adversely affects the Member’s ability to perform his employment duties or the reputation of the Buyer or the Parent; or (ix) failure by the Executive to comply with the Company’s written policies or rules, as they may be in effect from time to time; or (x) a Member making disparaging statements about the Buyer or the Parent, or its affiliates or subsidiaries or their business.

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“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.

“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.

“Fringe Benefit Adjustment” means the sum of Thirty Thousand ($30,000.00) Dollars.

“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 $566,744.00.

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

“Initial Earnout Period EBITDA Floor” means $449,487.00.

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

“Initial Earnout Period Revenue Ceiling” means $3,742,651.00.

“Initial Earnout Period Revenue Floor” means $2,968,309.00

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“LTM Assumed EBITDA” means $390,858.00.

“LTM Revenue” means $2,581,139.00.

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

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

“Potential Maximum Annual Earnout” means $1,213,135.00.

“Potential Maximum Initial EBITDA Earnout” means $849,195.00.

“Potential Maximum Initial Revenue Earnout” means $363,941.00.

“Potential Maximum Second EBITDA Earnout” means $849,195.00.

“Potential Maximum Second Revenue Earnout” means $363,941.00.

“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 145% of the greater of (i) the LTM Assumed EBITDA and (ii) the lesser of (A) Buyer’s Initial EBITDA and (B) the Initial Earnout Period EBITDA Ceiling.

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

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

“Second Earnout Period Revenue Ceiling” means 145% 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.

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“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.

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.

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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, 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

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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. The Buyer’s obligations, responsibilities, covenants, agreements and liabilities pursuant to this Agreement shall survive the termination of any Member’s employment with the Buyer.

5. Buyer Operations. 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, 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 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;

(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 Member without Cause

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

6. Miscellaneous.

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