ASSET PURCHASE AGREEMENT among EDGEWATER TECHNOLOGY-M2, INC., M2 DYNAMICS INC. and MICHAEL A. KEMBER, BRIAN GRIMES, DARLENE FINN and the RAMBEAU LIVING TRUST Dated as of December 21, 2015Asset Purchase Agreement • December 22nd, 2015 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 21, 2015 (the “Effective Date”), by and among EDGEWATER TECHNOLOGY-M2, INC., a Delaware corporation (the “Buyer”), M2 DYNAMICS INC., a California corporation (the “Seller”), and Michael A. Kember, Brian Grimes, Darlene Finn and Michael A. Kember and Kevin H. Murakami, Trustees of the Rambeau Living Trust dated March 9, 2013 (each individually, a “Stockholder”, and collectively, the “Stockholders”). Each of the Buyer, the Seller and the Stockholders are each referred to herein as a “Party” or, collectively, as the “Parties.”
EARNOUT AGREEMENTEarnout Agreement • December 22nd, 2015 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Delaware
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.”
AMENDMENT NO. 1 TO LOAN AGREEMENT AND JOINDERLoan Agreement • December 22nd, 2015 • Edgewater Technology Inc/De/ • Services-computer programming, data processing, etc. • Massachusetts
This Amendment No. 1 to Loan Agreement and Joinder dated and effective as of December 21, 2015 (this “Amendment”) is made by and among Edgewater Technology, Inc., (“Edgewater”) a Delaware corporation having an address of 200 Harvard Mill Square, Suite 210, Wakefield, Massachusetts 01880 and its Subsidiaries now or hereafter listed in Schedule 1 hereto (with Edgewater, collectively, the “Borrower”) and Citizens Bank, N.A., formerly known as RBS Citizens, N.A. a national banking association with an address at 28 State Street, Boston, Massachusetts 02109 (the “Lender”). All capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).
