PWSC PowerSchool Holdings Inc

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES ACT OF 1934

PowerSchool Holdings, Inc.

(Name of the Issuer)

PowerSchool Holdings, Inc.

Vista Equity Partners Fund VI, L.P.

Vista Equity Partners Fund VI-A, L.P.

VEPF VI FAF, L.P.

Severin Topco, LLC

VEP Group, LLC

Robert F. Smith

Pinnacle Holdings I L.P.

Onex Partners IV Select LP

Onex US Principals LP

Onex Partners IV LP

Onex Partners IV GP LP

Onex Partners IV PV LP

Onex Powerschool LP

OPH B LP

Onex Partners Canadian GP Inc.

Onex American Holdings GP LLC

Onex Private Equity Holdings LLC

Onex Partners IV GP Ltd.

Onex Partners IV GP LLC

Onex Corporation

Gerald W. Schwartz

(Names of Persons Filing Statement)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

73939C106

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☒

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Transaction Statement on Schedule 13E-3 (the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) PowerSchool Holdings, Inc., a Delaware corporation (“PowerSchool” or the “Company”) and the issuer of the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) that is the subject of the Rule 13e-3 transaction; (2) Vista Equity Partners Fund VI, L.P., a Cayman Islands exempted limited partnership (“VEPF VI”); (3) Vista Equity Partners Fund VI-A, L.P., a Cayman Islands exempted limited partnership (“VEPF VI-A”); (4) VEPF VI FAF, L.P., a Cayman Islands exempted limited partnership (“VEPF FAF”); (5) Severin Topco, LLC, a Delaware limited liability company (“Severin Topco”); (6) VEP Group, LLC, a Delaware limited liability company; (7) Robert F. Smith; (8) Pinnacle Holdings I L.P., a Delaware limited partnership (“Pinnacle Holdings”); (9) Onex Partners IV Select LP, a Cayman Islands exempted limited partnership (“Onex Partners IV Select”); (10) Onex US Principals LP, a Delaware limited partnership (“Onex US Principals”); (11) Onex Partners IV LP, a Cayman Islands exempted limited partnership (“Onex Partners IV”); (12) Onex Partners IV GP LP, a Cayman Islands exempted limited partnership (“Onex Partners IV GP”); (13) Onex Partners IV PV LP, a Delaware limited partnership (“Onex Partners IV PV”); (14) Onex Powerschool LP, a Delaware limited partnership (“Onex Powerschool”); (15) OPH B LP; (16) Onex Partners Canadian GP Inc., a corporation organized under the laws of the Province of Ontario; (17) Onex American Holdings GP LLC, a Delaware limited liability company; (18) Onex Private Equity Holdings LLC, a Delaware limited liability company; (19) Onex Partners IV GP Ltd., a Cayman Islands exempted limited partnership; (20) Onex Partners IV GP LLC, a Delaware limited liability company; (21) Onex Corporation, a corporation organized under the laws of the Province of Ontario; and (22) Gerald W. Schwartz.

This Transaction Statement relates to the Agreement and Plan of Merger, dated June 6, 2024 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), BCPE Polymath Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and PowerSchool. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub will be merged with and into PowerSchool (the “Merger”), the separate corporate existence of Merger Sub will thereupon cease, and PowerSchool will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent (the transactions contemplated by the Merger Agreement, including the Merger, collectively, the “Transactions”).

At the effective time of the Merger (the “Effective Time”), upon the terms and subject to the conditions set forth in the Merger Agreement, by virtue of the Merger and without any action on the part of Parent, each issued and outstanding share of Class A Common Stock, other than (i) each share of common stock, par value $0.001 per share of Merger Sub that is issued and outstanding as of immediately prior to the Effective Time will automatically be converted into one validly issued, fully paid and nonassessable share of common stock of the surviving corporation of the Merger; (ii) each share of Class A Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares (including Rollover Shares) or Dissenting Company Shares) will be automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $22.80, without interest thereon (the “Per Share Price”); (iii) any shares of Class A Common Stock held by PowerSchool as treasury stock or owned by Parent or any of its affiliates or subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time, which will automatically be cancelled and extinguished without conversion thereof or consideration paid in exchange (“Owned Company Shares”); (iv) certain shares of Class A Common Stock (the “Rollover Shares”), which will be transferred together with certain limited liability company units of PowerSchool Holdings LLC (the “Rollover Units”) held by the Principal Stockholders (as defined below) to BCPE Polymath Topco, LP, a Delaware limited partnership and affiliate of investment funds advised by Bain Capital Private Equity, LP (“BCPE Topco”), immediately prior to the Effective Time, pursuant to support and rollover agreements entered into in connection with the Merger Agreement; and (v) shares of Class A Common Stock that are issued and outstanding immediately prior to the Effective Time (other than Owned Company Shares) held by holders who have not consented to the adoption of the Merger Agreement in writing and who have properly exercised appraisal rights with respect to their shares in accordance with, and who have complied with, Section 262 of the DGCL, will not be converted into the right to receive the Per Share Price (“Dissenting Company Shares”), and holders of such Dissenting Company Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL unless and until any such holder fails to perfect or effectively withdraws or loses their rights to appraisal and payment under the DGCL. At the Effective time, each Owned Company

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Share will automatically be cancelled and extinguished without any conversion thereof or consideration paid in exchange and any shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company Common Stock”), of PowerSchool issued and outstanding immediately prior to the Effective Time will automatically be cancelled and shall cease to exist and no payment shall be made with respect thereto, and the holders thereof shall cease to have any rights with respect thereto. Upon consummation of the Merger, the Class A Common Stock will no longer be publicly traded, and PowerSchool’s stockholders (other than holders of the Rollover Shares, indirectly) will cease to have any ownership interest in PowerSchool. The Rollover Shares will be exchanged by the Principal Stockholders immediately prior to the Effective Time for common units of BCPE Topco, in accordance with the terms of the Support and Rollover Agreements, each dated as of June 6, 2024 (as may be amended, restated or otherwise modified from time to time), by and among investment funds affiliated with Vista Equity Partners and Onex Partners Manager LP, PowerSchool and Parent. Vista and Onex have committed to a rollover so they will hold, in the aggregate, approximately 49% of the pro forma post-Closing capitalization table of BCPE Topco.

In connection with entering into the Merger Agreement, on June 6, 2024, PowerSchool and the TRA Holders (as defined in the Tax Receivable Agreement, dated as of July 27, 2021, by and among PowerSchool, PowerSchool Holdings, LLC and the other parties identified therein (the “Tax Receivable Agreement”)) party thereto, entered into an amendment to the Tax Receivable Agreement (the “TRA Amendment”), pursuant to which the parties agreed, among other things, to (i) amend PowerSchool’s existing Tax Receivable Agreement, such that the Tax Receivable Agreement will automatically terminate upon the Effective Time and (ii) the TRA Holders agreed to waive certain Tax Benefit Payments (as defined in the TRA Amendment) pursuant to the Tax Receivable Agreement, including all amounts that would have otherwise become payable to the TRA Holders in connection with the consummation of the Merger. From and after the Effective Time, no Early Termination Payment or Tax Benefit Payment (each as defined in the TRA Amendment) will be made to any TRA Holder pursuant to the Tax Receivable Agreement.

The board of directors of PowerSchool (the “Board”) formed a special committee of the Board (the “Special Committee”), comprised solely of independent and disinterested members of the Board, to review, evaluate and provide input on a potential sale of PowerSchool and certain alternatives thereto (including remaining an independent company), to determine whether such a potential sale is advisable and fair to and in the best interest of PowerSchool and its stockholders and to recommend to the Board what action, if any, should be taken with respect to the potential sale of PowerSchool. In connection with the formation of the Special Committee, the Board resolved that it would not approve any potential sale of PowerSchool that would involve the Principal Stockholders participating in an equity rollover or receiving payments under the Tax Receivable Agreement without a prior favorable recommendation from the Special Committee. The Special Committee, as more fully described in the Information Statement (as defined below), unanimously (i) determined that it is fair to, and in the best interests of, PowerSchool and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger, with PowerSchool being the surviving corporation in the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth therein; (ii) resolved to recommend that the Board approve and adopt the Merger Agreement; and (iii) resolved to recommend that the Board submit the Merger Agreement to PowerSchool’s stockholders for their adoption and recommend that PowerSchool’s stockholders vote in favor of the Merger Agreement. “Unaffiliated Stockholders” means the Company’s “unaffiliated security holders” as defined under Rule 13e-3 of the Exchange Act.

The Board, acting on the unanimous recommendation of the Special Committee, has (i) determined that it is fair to, and in the best interests of, PowerSchool and its stockholders, and declared it advisable, to enter into the Merger Agreement providing for the Merger in accordance with the DGCL upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement by PowerSchool, the performance by PowerSchool of its covenants and other obligations thereunder, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions set forth therein; (iii) directed that the adoption of the Merger Agreement be submitted for consideration by PowerSchool’s stockholders in accordance with the Merger Agreement; and (iv) resolved to recommend that PowerSchool’s stockholders approve and adopt the Merger Agreement in accordance with the DGCL.

The adoption of the Merger Agreement by PowerSchool’s stockholders required the affirmative vote or written consent by holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon. On June 7, 2024, Severin Topco, VEPF VI, VEPF VI-A, VEPF FAF, Onex Partners IV Select, Onex US Principals, Onex Partners IV, Onex Partners IV GP, Onex Partners IV PV, Onex Powerschool and Pinnacle Holdings (collectively, the “Principal Stockholders”), which together on June 7, 2024 beneficially owned

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105,321,745 shares of Class A Common Stock and 36,914,501 shares of Class B Common Stock, representing approximately 69.8% of the aggregate voting power of the issued and outstanding shares of Company Common Stock, delivered a written consent approving and adopting in all respects the Merger Agreement and the Transactions, including the Merger. As a result, no further action by any stockholder of PowerSchool is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and PowerSchool will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions, including the Merger.

Concurrently with the filing of this Transaction Statement, PowerSchool is filing a notice of written consent and appraisal rights and information statement (the “Information Statement”) under Regulation 14C of the Exchange Act with the SEC. The Information Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Information Statement as Annex A. As of the date hereof, the Information Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Information Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Information Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the items of Schedule 13E-3.

The information concerning PowerSchool contained in, or incorporated by reference into, this Transaction Statement and the Information Statement was supplied by PowerSchool. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Information Statement was supplied by such Filing Person. No Filing Person, including PowerSchool, is responsible for the accuracy of any information supplied by any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

Item 2. Subject Company Information

(a) Name and address. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Parties to the Merger Agreement”

(b) Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Important Information Regarding PowerSchool”

“Important Information Regarding PowerSchool—Security Ownership of Certain Beneficial Owners and Management”

(c) Trading market and price. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Important Information Regarding PowerSchool—Market Price of PowerSchool Class A Common Stock”

(d) Dividends. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

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“Important Information Regarding PowerSchool—Dividends”

(e) Prior public offerings. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Important Information Regarding PowerSchool—Prior Public Offerings”

(f) Prior share purchases. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Important Information Regarding PowerSchool—Prior Public Offerings”

“Important Information Regarding PowerSchool—Transactions in PowerSchool Class A Common Stock”

“Important Information Regarding PowerSchool—Past Contracts, Transactions, Negotiations and Agreements”

Item 3. Identity and Background of Filing Person

(a) — (c) Name and Address of Each Filing Person; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary—The Parties to the Merger Agreement”

“The Parties to the Merger Agreement”

“Important Information Regarding PowerSchool”

“Important Information Regarding Vista and Onex”

Item 4. Terms of the Transaction

(a) — (1) Material terms. Tender offers. Not applicable

(a) — (2) Mergers or Similar Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Plans for PowerSchool After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger Is Not Completed”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“Special Factors—Material United States Federal Income Tax Consequences of the Merger”

“The Merger Agreement—Procedures for Receiving Merger Consideration”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Conditions to Consummation of the Merger”

Annex A—Agreement and Plan of Merger

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(c) Different terms. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Procedure for Receiving Merger Consideration”

“The Merger Agreement—Support and Rollover Agreements”

“The Merger Agreement—TRA Amendment”

“The Merger Agreement—Indemnification and Insurance”

Annex A—Agreement and Plan of Merger

Annex D—Vista Support and Rollover Agreement

Annex E—Onex Support and Rollover Agreement

Annex F—TRA Amendment

(d) Appraisal rights. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Questions and Answers About the Merger”

“Special Factors—Certain Effects of the Merger”

“Appraisal Rights”

Annex G—Section 262 of the General Corporation Law of the State of Delaware

(e) Provisions for unaffiliated security holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Provisions for Unaffiliated Stockholders”

(f) Eligibility for listing or trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a)(1) — (2) Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement”

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“The Merger Agreement—Support and Rollover Agreements”

“The Merger Agreement—TRA Amendment”

“Important Information Regarding PowerSchool—Prior Public Offerings”

“Important Information Regarding PowerSchool—Transactions in PowerSchool Class A Common Stock”

“Important Information Regarding PowerSchool—Past Contracts, Transactions, Negotiations and Agreements”

“Important Information Regarding Vista and Onex”

Annex A—Agreement and Plan of Merger

Annex D—Vista Support and Rollover Agreement

Annex E—Onex Support and Rollover Agreement

Annex F—TRA Amendment

(b) — (c) Significant corporate events; Negotiations or contacts. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement”

“The Merger Agreement—Support and Rollover Agreements”

“The Merger Agreement—TRA Amendment”

Annex A—Agreement and Plan of Merger

Annex D—Vista Support and Rollover Agreement

Annex E—Onex Support and Rollover Agreement

Annex F—TRA Amendment

(e) Agreements involving the subject company’s securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement”

“The Merger Agreement—Support and Rollover Agreements”

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“The Merger Agreement—TRA Amendment”

“Important Information Regarding PowerSchool—Transactions in PowerSchool Class A Common Stock”

“Important Information Regarding PowerSchool—Past Contracts, Transactions, Negotiations and Agreements”

Annex A—Agreement and Plan of Merger

Annex D—Vista Support and Rollover Agreement

Annex E—Onex Support and Rollover Agreement

Annex F—TRA Amendment

Item 6. Purposes of the Transaction and Plans or Proposals

(b) Use of securities acquired. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Plans for PowerSchool After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger is Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Procedures for Receiving Merger Consideration”

Annex A—Agreement and Plan of Merger

(c)(1) — (8) Plans. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Plans for PowerSchool After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger is Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Support and Rollover Agreements”

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“The Merger Agreement—TRA Amendment”

“Important Information Regarding PowerSchool”

Annex A—Agreement and Plan of Merger

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factor —Plans for PowerSchool After the Merger”

“Special Factors—Certain Effects of the Merger”

(b) Alternatives. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Certain Effects on PowerSchool if the Merger is Not Completed”

(c) Reasons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Special Factors—Opinion of Centerview Partners LLC”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger is Not Completed”

“Special Factors—Certain Company Financial Forecasts”

Annex B—Opinion of Goldman Sachs & Co. LLC

Annex C—Opinion of Centerview Partners LLC

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(d) Effects. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Special Factors—Opinion of Centerview Partners LLC”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Plans for PowerSchool After the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Effects on the Company if the Merger is Not Completed”

“Special Factors—Financing”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“Special Factors—Fees and Expenses”

“Special Factors—Delisting and Deregistration of Class A Common Stock”

“Special Factors—Material United States Federal Income Tax Consequences of the Merger”

“The Merger Agreement—Consideration to be Received in the Merger”

“The Merger Agreement—Indemnification and Insurance”

“Appraisal Rights”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of Goldman Sachs & Co. LLC

Annex C—Opinion of Centerview Partners LLC

Item 8. Fairness of the Transaction

(a) — (b) Fairness; Factors considered in determining fairness. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Special Factors—Opinion of Centerview Partners LLC”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

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“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

Annex B—Opinion of Goldman Sachs & Co. LLC

Annex C—Opinion of Centerview Partners LLC

The discussion materials dated March 5, 2024, the Presentations to the Board dated April 17, 2024, April 24, 2024 and June 6, 2024, each prepared by Goldman Sachs & Co. LLC, and the Tax Receivable Agreement Presentation dated April 9, 2024, prepared by Ernst & Young LLP, and reviewed by the Board, are filed as Exhibits (c)(iii) – (c)(vi) and Exhibit (c)(xii) and are incorporated herein by reference.

The discussion materials to the Special Committee dated May 1, 2024, May 3, 2024, May 6, 2024, June 5, 2024 and June 6, 2024, each prepared by Centerview Partners LLC and reviewed by the Special Committee, are filed as Exhibits (c)(vii) – (c)(xi) and are incorporated herein by reference.

(c) Approval of security holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Required Stockholder Approval for the Merger”

“The Merger Agreement—Company Stockholder Approval”

Annex A—Agreement and Plan of Merger

(d) Unaffiliated representative. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Provisions for Unaffiliated Stockholders”

(e) Approval of directors. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

(f) Other offers. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

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Item 9. Reports, Opinions, Appraisals and Negotiations

(a) — (b) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Opinion of Goldman Sachs & Co. LLC”

“Special Factors—Opinion of Centerview Partners LLC”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Where You Can Find More Information”

Annex B—Opinion of Goldman Sachs & Co. LLC

Annex C—Opinion of Centerview Partners LLC

The discussion materials dated March 5, 2024, the Presentations to the Board dated April 17, 2024, April 24, 2024 and June 6, 2024, each prepared by Goldman Sachs & Co. LLC, and the Tax Receivable Agreement Presentation dated April 9, 2024, prepared by Ernst & Young LLP, and reviewed by the Board, are filed as Exhibits (c)(iii) – (c)(vi) and Exhibit (c)(xii) and are incorporated herein by reference.

The discussion materials to the Special Committee dated May 1, 2024, May 3, 2024, May 6, 2024, June 5, 2024 and June 6, 2024, each prepared by Centerview Partners LLC and reviewed by the Special Committee, are filed as Exhibits (c)(vii) – (c)(xi) and are incorporated herein by reference.

(c) Availability of documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of the Company or by a representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

(a) — (b), (d) Source of funds; Conditions; Borrowed funds. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Financing”

“The Merger Agreement—Conduct of Business by PowerSchool Prior to Consummation of the Merger”

“The Merger Agreement—Conditions to Consummation of the Merger”

Annex A—Agreement and Plan of Merger

(c) Expenses. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers About the Merger”

“Special Factors—Certain Effects on the Company if the Merger is Not Completed”

“Special Factors—Fees and Expenses”

“The Merger Agreement—Termination Fees and Expenses”

Annex A—Agreement and Plan of Merger

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Item 11. Interest in Securities of the Subject Company

(a) Securities ownership. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement—Support and Rollover Agreements”

“Important Information Regarding PowerSchool”

“Important Information Regarding PowerSchool—Security Ownership of Certain Beneficial Owners and Management”

Annex D—Vista Support and Rollover Agreement

Annex E—Onex Support and Rollover Agreement

(b) Securities transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Background of the Merger”

“The Merger Agreement”

‘The Merger Agreement—Support and Rollover Agreements”

“Important Information Regarding PowerSchool—Prior Public Offerings”

“Important Information Regarding PowerSchool—Transactions in PowerSchool Class A Common Stock”

Annex A—Agreement and Plan of Merger

Annex D—Vista Support and Rollover Agreement

Annex E—Onex Support and Rollover Agreement

Item 12. The Solicitation or Recommendation

(d) Intent to tender or vote in a going-private transaction. Not applicable.

(e) Recommendation of others. Not applicable.

Item 13. Financial Information

(a) Financial statements. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are incorporated herein by reference.

The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Certain Effects of the Merger”

“Special Factors—Certain Company Financial Forecasts”

“Important Information Regarding PowerSchool—Book Value Per Share”

“Where You Can Find More Information”

(b) Pro forma information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a) — (b) Solicitations or recommendations; Employees and corporate assets. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

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“Summary”

“Questions and Answers About the Merger”

“Special Factors—Background of the Merger”

“Special Factors—Recommendation of the Special Committee and the Board; Reasons for the Merger”

“Special Factors—Reasons of Vista and Onex for the Merger”

“Special Factors—Position of Vista and Onex as to the Fairness of the Merger”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“Special Factors—Fees and Expenses”

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement—Consideration to be Received in the Merger”

Annex A—Agreement and Plan of Merger

(c) Other material information. The information set forth in the Information Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

The following exhibits are filed herewith:

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SIGNATURES

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

[Signature Page to SC 13E-3]

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

[Signature Page to SC 13E-3]

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[Signature Page to SC 13E-3]

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

[Signature Page to SC 13E-3]

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[Signature Page to SC 13E-3]

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[Signature Page to SC 13E-3]

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Exhibit (b)(i)

June 6, 2024

BCPE Polymath Buyer, Inc.

c/o Bain Capital Private Equity, LP

200 Clarendon Street

Boston, MA 02116

Ladies and Gentlemen:

This letter agreement (this “Agreement”) sets forth the commitment of each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partnership organized and established under the laws of Grand Duchy of Luxembourg (each individually, a “Fund” and collectively, the “Funds”), to purchase, directly or indirectly, on the terms and subject to the conditions contained herein, certain equity interests of BCPE Polymath Buyer, Inc., a newly formed Delaware corporation (“Parent”), formed to acquire, hold and dispose of, directly or indirectly, equity interests of PowerSchool Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the transactions contemplated by that certain Agreement and Plan of Merger (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company and BCPE Polymath Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

1. Commitments. Each Fund hereby commits, severally and not jointly or jointly and severally, on the terms and subject to conditions set forth herein, at or prior to the Closing, to purchase, or shall cause the purchase of, directly or indirectly through one or more intermediate entities, equity securities of Parent for an aggregate purchase price not to exceed such Fund’s Pro Rata Percentage (as defined below) of $1,748,566,902 (as to each Fund, the “Individual Commitment Cap,” and in the aggregate, the “Commitment Amount”) (such commitment, the “Commitment”), the proceeds of which, together with the net proceeds of the Debt Financing, will be used, as needed, solely to (i) fund amounts required to be paid by Parent pursuant to the last sentence of Section 2.7(d), Section 2.8(e) and Section 2.9(b) of the Merger Agreement and (ii) without duplication, pay related fees, costs and expenses required to be paid by Parent or Merger Sub in connection with the Merger at the Closing pursuant to the Merger Agreement (collectively, clauses (i) and (ii), “Closing Payments”). Notwithstanding anything to the contrary in this Agreement, (a) this Agreement may not be enforced against any Fund without giving effect to its Individual Commitment Cap, and no Fund shall be liable for any amounts hereunder in excess of its Individual Commitment Cap, and (b) each Fund may allocate all or a portion of its Commitment to one or more affiliated investment funds, affiliated separately managed accounts or affiliated investment vehicles and such Fund’s portion of the Commitment Amount will be reduced by its Pro Rata Percentage of any amounts actually contributed to Parent by such other Persons (and not returned) at or prior to the Closing, so long as such assignment would not reasonably be expected to (i) prevent, impair or delay the consummation of the transactions contemplated by the Merger Agreement or (ii) require any additional regulatory filings, of which the failure to obtain would prevent, impair or delay the consummation of the transactions contemplated by the Merger

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Agreement; provided, however, that any such assignment shall not relieve such Fund of any of its obligations under this letter (including its obligation to fund its Individual Commitment Cap of the Commitment hereunder), except to the extent performed at Closing by such affiliated investment funds, affiliated separately managed accounts or affiliated investment vehicles. All payments hereunder shall be made in lawful money of the United States, in immediately available funds.

2. Conditions. Each Fund’s obligation to fund its Pro Rata Percentage of the Commitment Amount shall be subject to (i) the execution and delivery of the Merger Agreement by the Parties to the Merger Agreement, (ii) satisfaction or valid waiver of each of the conditions to Parent and Merger Sub’s obligations to effect the Closing set forth in Section 7.1 and Section 7.2 of the Merger Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or valid waiver of such conditions), (iii) the substantially simultaneous consummation of the Closing in accordance with the terms of the Merger Agreement, (iv) the substantially contemporaneous funding of the full amount of the Debt Financing in accordance with the terms of the Debt Commitment Letter and (v) the consummation of the Rollover immediately prior to or substantially concurrent with the consummation of the Closing pursuant to the terms of the Merger Agreement and the Support and Rollover Agreement.

3. Limited Guarantee. Concurrently with the execution and delivery of this Agreement, the Funds have executed and delivered to the Company a limited guarantee pursuant to which the Funds have agreed, on the terms and subject to the conditions therein, to guarantee certain of Parent’s payment obligations under the Merger Agreement (the “Limited Guarantee”). Each Fund acknowledges and agrees that if the conditions described in Section 2 hereof are satisfied, the Company may seek an order of specific performance to enforce each Fund’s obligation to fund its Pro Rata Percentage of the Commitment Amount hereunder, pursuant to (and on the terms and subject to the conditions of) Section 9.9(b)(ii) of the Merger Agreement (the “Specific Performance Rights”). Other than the Specific Performance Rights and the other Retained Claims (as defined in the Limited Guarantee), the Company’s right to receive payment from Parent of the Guaranteed Obligations (as defined in the Limited Guarantee), subject to the Cap (as defined in the Limited Guarantee) and otherwise on the terms and subject to the conditions of the Limited Guarantee, is and shall be the sole and exclusive direct or indirect remedy (whether at law or in equity) available to the Company, its Subsidiaries, any of their respective directors, officers, employees, and Affiliates, and each of the Rollover Stockholders and any other security holder of the Company who has executed and delivered a Support and Rollover Agreement and any of their respective Affiliates (each such Person, a “Company Related Party”) (or available to any Person claiming by, through, or on behalf or for the benefit of any of the Company Related Parties) against the Funds or any other Non-Recourse Party (as defined in the Limited Guarantee) with respect to any claim (whether sounding in contract or tort, under statute or otherwise) arising under or related to the Merger Agreement, the Limited Guarantee, this Agreement or the transactions contemplated hereby or thereby or related negotiations, including without limitation in connection with any breach or alleged breach by Parent or Merger Sub of any obligation under or related to the Merger Agreement, whether or not any such breach or alleged breach is caused by the Funds’ breach of their obligations under this Agreement and any breach or alleged breach by the Funds of any obligation under or related to the Limited Guarantee or this Agreement. Each Fund agrees, solely in the context of Section 9.9(b) of the Merger Agreement, not to oppose the granting of an injunction or specific performance on the basis that (i) the Company has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity.

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4. Confidentiality. This Agreement shall be treated as confidential and is being provided to Parent solely in connection with the transactions contemplated by the Merger Agreement. This Agreement may not be used, circulated, quoted or otherwise referred to in any document (other than the Limited Guarantee and the Merger Agreement) by Parent, the Company or their respective Affiliates except with the prior written consent of Parent and the Funds in each instance; provided, that no such written consent is required for any disclosure of the existence of this Agreement (i) to the extent required by applicable Law (provided, that to the extent permissible by applicable Law, the disclosing party shall use its commercially reasonable efforts to give the non-disclosing parties prior notice of such disclosure and, upon any such other party’s request, shall use commercially reasonable efforts to obtain confidential treatment for the existence and terms of this letter) or in connection with any litigation related to the Merger Agreement or the transactions contemplated hereby or thereby, (ii) in connection with seeking the approval, consent, or waiver from, or in connection with the filing of any notices or similar responses, in each case with any Governmental Authority as required by the Merger Agreement, or (iii) to representatives of Parent or the Company who reasonably need to know of the existence of this Agreement in connection with the transactions contemplated hereby. Notwithstanding the foregoing, this Agreement may be provided to certain investment funds managed or controlled by Affiliates of Bain Capital Private Equity, LP, and the existence of this Agreement may be disclosed by them to (x) their respective Affiliates and representatives who are subject to confidentiality obligations and (y) to the extent required by Law.

5. Representations and Warranties. Each Fund hereby represents and warrants to Parent that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) it has all requisite power and authority to execute, deliver and perform this Agreement, (c) the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary general partner, manager or other organizational action by such Fund, (d) this Agreement has been duly and validly executed and delivered by such Fund and (assuming due execution and delivery of this Agreement, the Merger Agreement and the Limited Guarantee by all the other parties hereto and thereto) constitutes a legal, valid and binding obligation of such Fund, enforceable against such Fund in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law), (e) to the extent, if any, that such Fund’s governing documents or other agreements limit the amount such Fund may commit to any one investment, such Fund’s Pro Rata Percentage of the Commitment Amount is less than the maximum amount that such Fund is permitted to invest in any one portfolio investment pursuant to the terms of such governing documents or other agreements, (f) such Fund has uncalled capital commitments or otherwise has available funds in excess of the sum of such Fund’s Pro Rata Percentage of the Commitment Amount hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding and (g) the execution, delivery and performance by such Fund of this Agreement does not (i) violate such Fund’s agreement of limited partnership or other organizational documents, (ii) violate any Law or judgment applicable to it, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any Contract to which it is a party, except where such violation or default would not prevent such Fund’s ability to perform its obligations hereunder.

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6. Parties in Interest; Enforceability. This Agreement (a) is solely for the benefit of, and shall only be binding upon, the parties hereto and their respective successors and permitted assigns and (b) is not intended to, and does not, confer upon any other Person any benefits, rights or remedies, except that (i) the Company is an express third-party beneficiary hereof solely in respect of (x) the Specific Performance Rights described in Section 3 of this Agreement and (y) the rights expressly provided for in Sections 7 and 12 of this Agreement and (ii) each Non-Recourse Party is an express third-party beneficiary hereof and may rely upon and enforce the provisions of Sections 3 and 13 hereof. Neither Parent’s creditors nor any Person claiming by, through, or on behalf or for the benefit of Parent, the Company or any of their respective Affiliates shall have any right to enforce this Agreement or to cause Parent to enforce this Agreement.

7. Amendment. No amendment, modification or waiver of any provision of this Agreement will be enforceable unless approved in writing by Parent, the Funds and the Company. No failure or delay by any such Person in exercising any right, power or privilege in connection with this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof, preclude any other or further exercise thereof or the exercise of any other right, power or privilege, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.

8. Termination. This Agreement and all obligations of each Fund to fund its Pro Rata Percentage of the Commitment Amount will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Closing (at which time such obligations shall be discharged) and the funding in full of the Commitment hereunder, subject to any reduction in accordance with Section 1 (at which time all such obligations shall be discharged), (b) any valid termination of the Merger Agreement pursuant to Article VIII thereof, (c) payment by the Parent or the Guarantors (as defined in the Limited Guarantee) of any Guaranteed Obligations, subject to the Cap (as defined in the Limited Guarantee), and (d) the commencement of a claim by any Company Related Party (or any Person claiming by, through or on behalf or for the benefit of any of the foregoing) against any Fund or any Non-Recourse Party under this Agreement, the Limited Guarantee or the Merger Agreement (other than the Company asserting any Retained Claim against the applicable Non-Recourse Party(ies) to the extent such Retained Claim may be asserted pursuant to Section 8 of the Limited Guarantee).

9. Headings; Construction. The descriptive headings contained in this Agreement are for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Each party acknowledges that it and its respective counsel have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

10. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a) This Agreement and all actions, proceedings, causes of action, claims or counterclaims (whether based on contract, tort, statute or otherwise) based upon, arising

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out of or relating to this Agreement or in the negotiation, administration, performance and enforcement thereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and construed in accordance with the Laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws, including any statutes of limitations, of any jurisdiction other than the State of Delaware.

(b) Each of the parties to this Agreement (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to the Merger or this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with Section 9.2 of the Merger Agreement or in such other manner as may be permitted by applicable Law, and nothing in this Section 10 will affect the right of any Party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the transactions contemplated hereby; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Legal Proceeding arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it shall not bring any Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the parties to this Agreement agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT

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UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

11. Entire Agreement; Integration. This Agreement, the Merger Agreement, the Limited Guarantee and the Confidentiality Agreement constitute the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and statements, written or oral, between the Funds or any of their Affiliates, on the one hand, and Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby.

12. No Assignment. This Agreement, and any of the rights, interests or obligations hereunder, may not be assigned, in whole or in part, by Parent or any Fund without the prior written consent of the Funds and the Company; provided, that, each Fund may assign all or a portion of its respective obligations to fund the Commitment Amount to any Person that agrees to assume such Fund’s obligations hereunder or otherwise pursuant to and in compliance with the terms set forth in Section 1 hereof. The granting of such consent in a given instance shall be solely in the discretion of the Funds and the Company and, if granted, shall not constitute a waiver of the requirement to obtain the Funds’ or the Company’s consent with respect to any subsequent assignment. Any purported assignment of this Agreement or the Commitment in contravention of this Section 12 shall be void.

13. No Recourse against Affiliates, etc. Notwithstanding anything that may be expressed or implied in this Agreement, by its acceptance hereof Parent covenants, acknowledges and agrees that (a) no Person other than each Fund (and their respective permitted assignees, if applicable) shall have any obligation hereunder (whether of an equitable, contractual, tort, statutory or other nature), (b) notwithstanding that each Fund is a limited partnership, no recourse hereunder or under any documents or instruments delivered in connection herewith may be sought or had against any Non-Recourse Party, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable law, and (c) no liability whatsoever will attach to, be imposed on or otherwise be incurred by any Non-Recourse Party in connection with this Agreement for any obligation of each Fund under this Agreement or in connection with the Commitment, or any claim based on, in respect of, or by reason of this Agreement or the Commitment; provided, however, that nothing in this Section 13 is intended or shall be construed to limit the contractual obligations of each Fund under the Limited Guarantee or the contractual obligations of Parent under the Merger Agreement.

14. Counterparts. This Agreement may be executed in any number of counterparts (including by DocuSign or by .pdf delivered via email), and each such counterpart when executed will be deemed an original instrument and all such counterparts shall together constitute one and the same agreement.

15. Pro Rata Percentage. Each party hereto acknowledges and agrees that (a) this Agreement is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Agreement nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, (b) the obligations of each of the Funds under this

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Agreement are solely contractual in nature and (c) the determination of each Fund was independent of each other. Notwithstanding anything to the contrary contained in this Agreement, the liability of each Fund hereunder shall be several, not joint or joint and several, based upon its respective Pro Rata Percentage, and no Fund shall be obligated to contribute any amounts hereunder in excess of its Pro Rata Percentage of the Commitment Amount. The “Pro Rata Percentage” of each Fund is as set forth below:

16. Notices. All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (iii) immediately upon delivery by electronic mail or by hand (with a written or electronic confirmation of delivery), in each case to the intended recipient as set forth below:

If to the Funds:

Bain Capital Fund XIII, L.P.

Bain Capital Fund (Lux) XIII, SCSp

c/o Bain Capital Private Equity, LP

200 Clarendon Street

Boston, MA 02116

Attn.: David Humphrey; Max de Groen Bryan Curran

Email: **********; **********; **********

with a copy (which shall not constitute actual or constructive notice) to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

Attn: William Shields; Charles Boer; David Hutchins; Jessica Cooney; Thomas Holden; Thomas Fraser

Email: **********; **********; **********; **********; **********; **********

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If to Parent:

c/o Bain Capital Private Equity, LP

200 Clarendon Street

Boston, MA 02116

Attn: David Humphrey; Max de Groen; Bryan Curran

Email:  **********; **********; **********

with a copy (which will not constitute notice) to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

Attn: William Shields; Charles Boer; David Hutchins; Jessica Cooney;

Thomas Holden; Thomas Fraser

Email:  **********; **********; **********; **********;

**********; **********

Any notice received at the addressee’s location on any Business Day after 5:00 p.m., addressee’s local time, or on any day that is not a Business Day will be deemed to have been received at 9:00 a.m., addressee’s local time, on the next Business Day. From time to time, any party hereto may provide notice to the other parties of a change in its address or e-mail address through a notice given in accordance with this Section 16, except that that notice of any change to the address or any of the other details specified in or pursuant to this Section 16 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (A) specified in such notice; or (B) that is five (5) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 16.

[Remainder of the page intentionally left blank – signature page follows]

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[Signature Page to Equity Commitment Letter]

Agreed to and accepted:

[Signature Page to Equity Commitment Letter]

Exhibit (b)(ii)

LIMITED GUARANTEE

This LIMITED GUARANTEE, dated as of June 6, 2024 (this “Limited Guarantee”), by each of Bain Capital Fund XIII, L.P., a Delaware limited partnership, and Bain Capital Fund (Lux) XIII, SCSp, a special limited partnership organized and established under the laws of Grand Duchy of Luxembourg (each individually, a “Guarantor”, and collectively, the “Guarantors”), in favor of PowerSchool Holdings, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

1. Guarantee. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, dated as of the date hereof, by and among the Guaranteed Party, BCPE Polymath Buyer, Inc., a Delaware corporation (“Parent”), and BCPE Polymath Merger Sub, Inc., a Delaware corporation (“Merger Sub”) (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), the Guarantors, intending to be legally bound, each hereby expressly, absolutely, irrevocably and unconditionally guarantees (as a primary obligor and not merely as surety) to the Guaranteed Party, severally (and not jointly and severally), on the terms and conditions set forth herein, subject to each Guarantor’s respective Cap (as defined below), the due and punctual payment, observance, performance and discharge of its Pro Rata Percentage (as defined below) of (a) each of (i) the Parent Termination Fee if, as and when the Parent Termination Fee becomes payable by Parent to the Guaranteed Party under Section 8.3(c) of the Merger Agreement and (ii) any Enforcement Expenses incurred by the Guaranteed Party in accordance with Section 8.3(f) of the Merger Agreement, and (b) any Reimbursement Obligations owed to the Guaranteed Party pursuant to Section 6.6(f) or Section 6.6(g) of the Merger Agreement (provided that such Reimbursement Obligations shall not exceed $2,000,000), in each case, if, as and when such obligations become payable under the Merger Agreement (the obligations set forth in the foregoing clauses (a) and (b), the “Guaranteed Obligations”); provided, that, notwithstanding anything in this Limited Guarantee to the contrary, in no event shall each Guarantor’s aggregate liability for the Guaranteed Obligations exceed its Pro Rata Percentage of $273,800,000 (the “Cap”), and this Limited Guarantee may not be enforced against any Guarantor without giving effect to the applicable Guarantor’s Pro Rata Percentage of the Cap (and to the provisions of Sections 7 and 8 hereof). This Limited Guarantee may be enforced only for the payment of money by each Guarantor up to each applicable Guarantor’s Pro Rata Percentage of the Guaranteed Obligations (up to such Guarantor’s Pro Rata Percentage of the Cap), and the Guarantors shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guarantee, the Merger Agreement or the Equity Commitment Letter (as defined below), other than as expressly set forth herein or in the Equity Commitment Letter. All payments hereunder shall be made in lawful money of the United States, in immediately available funds by wire transfer to an account or accounts designated in writing by the Guaranteed Party. Each Guarantor promises and undertakes to make all payments hereunder (to the extent due in accordance with the terms hereof) free and clear of any deduction, offset, defense, claim or counterclaim of any kind (other than any such defense, claim or counterclaim that Parent or Merger Sub may have pursuant to the terms of the Merger Agreement (excluding, any insolvency, bankruptcy, reorganization or other similar proceeding (or any consequences or effects thereof) affecting Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement).

If Parent or Merger Sub fails to discharge any portion of the Guaranteed Obligations when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of such payment obligations or operated as a discharge thereof), upon the Guaranteed Party’s demand, each Guarantor’s liability to the Guaranteed Party hereunder in respect of such Guarantor’s Pro Rata Percentage of the portion of such Guaranteed Obligations (up to such Guarantor’s Pro Rata Percentage of the Cap) shall become immediately due and payable, and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent or Merger Sub has failed to discharge such portion of the Guaranteed Obligations, take any and all actions available hereunder to enforce each Guarantor’s obligation hereunder to collect the Guaranteed Obligations (subject to the Cap) from each Guarantor (subject to such Guarantor’s Pro Rata Percentage of the Cap).

In furtherance of the foregoing, each Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against such Guarantor for such Guarantor’s Pro Rata Percentage of any unsatisfied Guaranteed Obligations (subject to such Guarantor’s Pro Rata Percentage of the Cap), regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.

2. Nature of Guarantee. Each Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of, or any consent to departure from, the Merger Agreement that may be agreed to by Parent or Merger Sub in accordance with the terms of the Merger Agreement. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, insolvency, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect any Guarantor’s obligations hereunder. This Limited Guarantee is a guarantee of payment and performance and not of collection. In the event that any payment hereunder is rescinded or must otherwise be, and is, returned to the Guarantors for any reason whatsoever, each Guarantor shall remain liable hereunder (in accordance with the terms hereof) as if such payment had not been made.

3. Changes in Obligations, Certain Waivers. Each Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of such Guarantor, extend the time of payment of any of the Guaranteed Obligations, and may also enter into any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, without in any way impairing or affecting each Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. Subject to termination of this Limited Guarantee as provided herein, each Guarantor agrees that the obligations of such Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by, and each Guarantor irrevocably waives any defense (except to the extent Parent or Merger Sub have such defense under the Merger Agreement or to the extent the Guaranteed Party has breached the terms of this Limited Guarantee, but excluding defenses arising from bankruptcy or insolvency of Parent and other defenses waived in this Limited Guarantee) based upon or arising out of: (a) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub or such Guarantor; (b) any change in the time,

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place or manner of payment of any of the Guaranteed Obligations, or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any of the Guaranteed Obligations; (c) any change in the legal existence, structure or ownership of Parent or Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor); (d) any insolvency, bankruptcy, reorganization or other similar proceeding (or any consequences or effects thereof) instituted by or against Parent, Merger Sub or any other Person now or hereafter liable with respect to the Guaranteed Obligations; (e) the adequacy or potential adequacy of any alternative means the Guaranteed Party may have of obtaining payment related to the Guaranteed Obligations; (f) the existence of any claim, set-off or other right which such Guarantor may have at any time against Parent, Merger Sub or any of their respective Affiliates (or the existence of any claim, set-off or other right that Parent, Merger Sub or any of their respective Affiliates may have at any time against any Guarantor), whether in connection with such Guarantor’s Obligation or otherwise; (g) the addition, substitution or release of any entity or other Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement (including any other Guarantor) or (h) any discharge of a Guarantor as a matter of applicable Law or equity (other than a discharge of a Guarantor with respect to the Guaranteed Obligations as a result of indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent or Merger Sub under the Merger Agreement or as a result of a breach by the Guaranteed Party of this Limited Guarantee, but excluding defenses arising from bankruptcy or insolvency of Parent and other defenses waived in this Limited Guarantee). To the fullest extent permitted by applicable Law, each Guarantor waives (i) promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Guaranteed Obligations; (ii) presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligations incurred and all other notices of any kind (other than notices required to be delivered to Parent or Merger Sub by the Guaranteed Party pursuant to the Merger Agreement); (iii) all defenses which may be available by virtue of any stay, moratorium or other similar Law now or hereafter in effect; or (iv) any right to require the marshaling of assets of Parent or any other Person now or hereafter liable with respect to the Guaranteed Obligations. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

Each Guarantor hereby unconditionally and irrevocably waives any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Limited Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, and such Guarantor shall not exercise any such rights in each case unless and until the Guaranteed Obligations (subject to such Guarantor’s Pro Rata Percentage of the Cap) shall have been

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indefeasibly paid in full. If any amount shall be paid to such Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full of such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations (subject to such Guarantor’s Pro Rata Percentage of the Cap), such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Guarantor and shall forthwith be promptly paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to payment of such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations until they are paid in full (subject to such Guarantor’s Pro Rata Percentage of the Cap).

Notwithstanding anything to the contrary contained in this Limited Guarantee or otherwise, the Guaranteed Party hereby agrees that, in addition to any defenses of each Guarantor on the basis of a breach of this Limited Guarantee, each Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to such Guarantor’s Pro Rata Percentage of the Cap) that would be available to Parent, Merger Sub or any assignee in respect of the Merger Agreement with respect to the Guaranteed Obligations.

4. Representations and Warranties. Each Guarantor hereby represents and warrants that:

(a) it is a legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(b) it has all requisite power and authority to execute, deliver and perform this Limited Guarantee and the execution, delivery and performance of this Limited Guarantee has been duly and validly authorized and approved by all necessary action and do not contravene any provision of such Guarantor’s organizational documents or any Law, decree, order, judgment or contractual restriction binding on such Guarantor or its assets;

(c) all consents, approvals, permits or authorizations of, and all filings with and notifications to, any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by such Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guarantee by such Guarantor;

(d) assuming due execution and delivery of the Merger Agreement by the Company and of this Limited Guarantee by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, subject to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(e) such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and it has uncalled capital commitments or otherwise has available unrestricted funds necessary for such Guarantor to fulfill all of its obligations under this Limited Guarantee and such uncalled capital commitments or unrestricted funds shall be available to such Guarantor for so long as this Limited Guarantee remains in effect in accordance with Section 7 hereof.

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The Guaranteed Party hereby represents and warrants to the Guarantors that:

(a) it has all requisite power and authority to execute, deliver and perform this Limited Guarantee and the execution, delivery and performance of this Limited Guarantee has been duly and validly authorized and approved by all necessary action and do not contravene any provision of the Guaranteed Party’s organizational documents or any Law, decree, order, judgment or contractual restriction applicable to or binding on the Guaranteed Party or its assets;

(b) all consents, approvals or authorizations of, and all filings with and notifications, to any Governmental Authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guaranteed Party have been obtained or made and all conditions thereof have been duly complied with by the Guaranteed Party, and no other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guarantee by the Guaranteed Party; and

(c) assuming due execution and delivery of the Merger Agreement by all parties thereto (other than the Guaranteed Party and any of its Affiliates party thereto) and of this Limited Guarantee by the Guarantors, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guaranteed Party enforceable against the Guaranteed Party in accordance with its terms, subject to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law).

5. No Assignment. Neither the Guarantors nor the Guaranteed Party may assign, transfer or delegate its rights, interests or obligations under or in connection with this Limited Guarantee, in whole or in part, to any other Person without the prior written consent of the Guaranteed Party (in the case of an assignment, transfer or delegation by any Guarantor) or the Guarantors (in the case of an assignment, transfer or delegation by the Guaranteed Party) and any purported assignment, transfer or delegation without such consent shall be null and void ab initio; provided, however, that each Guarantor may assign, transfer or delegate all or part of its rights, interests and obligations hereunder without the prior written consent of the Guaranteed Party to any other Person to which it has allocated all or a portion of its commitment under the Equity Commitment Letter in accordance with Section 1 of the Equity Commitment Letter; provided, further, that no such assignment, transfer or delegation shall relieve such Guarantor of its obligations hereunder as a primary obligor.

6. Notices. Any notice, request, instruction or other communication to be given hereunder by any party hereto to the other shall be in writing and delivered personally or sent by email or by overnight courier, delivery fees prepaid or by pdf delivered via email:

if to the Guarantors:

Bain Capital Fund XIII, L.P.

Bain Capital Fund (Lux) XIII, SCSp

c/o Bain Capital Private Equity, LP

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200 Clarendon Street

Boston, MA 02116

Attn.: David Humphrey; Max de Groen Bryan Curran

Email: **********; **********; **********

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

Attn.: William Shields; Charles Boer; David Hutchins; Jessica Cooney;

Thomas Holden; Thomas Fraser

Email: **********; **********; **********; **********;

**********; **********

and if to the Guaranteed Party, as provided in the Merger Agreement (or, in each case, to such other Persons or addresses as may be designated in writing by the party hereto to receive such notice as provided above). Any notice, request, instruction or other communication delivered or required to be delivered or permitted to be provided hereunder shall be deemed given to the receiving party (a) upon actual receipt, if delivered personally, (b) on the next Business Day after deposit with an overnight courier, if sent by an overnight courier, delivery fees prepaid, or (c) when sent by email (unless the sender receives a delivery failure notification, indicating that the email has not been delivered to the recipient).

7. Continuing Guarantee. Unless terminated pursuant to this Section 7, this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect as to a given Guarantor until such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations have been indefeasibly paid in full (subject to such Guarantor’s Pro Rata Percentage of the Cap). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, this Limited Guarantee shall terminate and no Guarantor shall have any further obligations under or in connection with this Limited Guarantee as of the earliest to occur of (a) the consummation of the Closing, (b) any valid termination of the Merger Agreement pursuant to Section 8.1(a) thereof or in circumstances where the Parent Termination Fee is not payable pursuant to the terms of Section 8.3(c) of the Merger Agreement, (c) the satisfaction of the Guarantor’s obligations in respect of the Guaranteed Obligations (subject to the Cap) and (d) first (1^st) anniversary of the date hereof (unless, in the case of clause (b) above and this clause (d), the Guaranteed Party shall have commenced litigation against any Guarantor under and pursuant to this Limited Guarantee prior to such termination, in which case this Limited Guarantee shall terminate upon the final, non-appealable resolution of such action and satisfaction by such Guarantor of any obligations finally determined by a court of competent jurisdiction or agreed in writing between the Guaranteed Party and such Guarantor, in each case to be owed by such Guarantor, consistent with the terms hereof). Notwithstanding the foregoing, or anything express or implied in this Limited Guarantee or otherwise, in the event that the Guaranteed Party or any other Company Related Party (as defined in the Equity Commitment Letter), asserts in any litigation or other proceeding in connection with this Limited Guarantee, the Merger Agreement, the equity commitment letter by and between the Guarantors and Parent, dated as of the date hereof

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(the “Equity Commitment Letter”), or any of the transactions contemplated hereby or thereby, any of the following: (i) that the provisions of Section 1 hereof limiting the Guarantors’ aggregate liability to the Cap or the provisions of this Section 7 or Section 8 hereof are illegal, invalid or unenforceable in whole or in part, (ii) that any Guarantor is liable in the aggregate in respect of the Guaranteed Obligations in excess of, or to a greater extent than, such Guarantor’s Pro Rata Percentage of the Cap, or (iii) any theory of liability (whether at law or in equity whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party (as defined in Section 8 hereof) with respect to this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement, any other agreement or instrument delivered in connection with this Limited Guarantee, the Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated hereby or thereby, in each case, other than Retained Claims (as defined in Section 8 hereof) asserted by the Guaranteed Party against the Non-Recourse Party(ies) against which such Retained Claims may be asserted pursuant to Section 8 hereof, then: (x) the obligations of each Guarantor under or in connection with this Limited Guarantee shall terminate ab initio and be null and void; (y) if any Guarantor has previously made any payments to the Guaranteed Party under or in connection with this Limited Guarantee, such Guarantor shall be entitled to recover and retain such payments; and (z) neither the Guarantors nor any other Non-Recourse Parties shall have any liability whatsoever (whether at Law or in equity, whether sounding in contract, tort, statute or otherwise) to the Guaranteed Party or any other Person in any way under, relating to or in connection with this Limited Guarantee, the Transaction Agreements (as defined below) or the transactions contemplated hereby or thereby.

8. No Recourse. The Guaranteed Party acknowledges the separate legal entity existence of Parent and Merger Sub apart from each of the Guarantors. The Guaranteed Party acknowledges and agrees that the sole assets of Parent and Merger Sub are cash in a de minimis amount and their rights under the Merger Agreement and the Equity Commitment Letter and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs pursuant to the Merger Agreement. Notwithstanding anything that may be expressed or implied in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, the Confidentiality Agreement or in any other agreement, certificate or instrument delivered under any of the foregoing or contemplated by any of the foregoing (collectively, the “Transaction Agreements”) or statement made, information provided or action taken in connection with, or that otherwise in any manner relates to, the transactions contemplated by any of the Transaction Agreements or the negotiation, execution, performance or breach of any Transaction Agreement (this Limited Guarantee, the other Transaction Agreements and such statements, information, actions, transactions, negotiations, executions, performances, breaches and other matters, collectively, “Transaction-Related Matters”), and notwithstanding any equitable, common law or statutory right or claim that may be available to the Guaranteed Party or any of its Affiliates, and notwithstanding the fact that such Guarantor may be a partnership, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, acknowledges and agrees, on behalf of itself, its Affiliates and the other Company Related Parties, that:

(a) no Non-Recourse Party (as defined below) has or shall have any obligations (whether of an equitable, contractual, tort, statutory or other nature) under, in connection with or in any manner related to any Transaction-Related Matter, other than with respect to (i) Parent’s and Merger Sub’s obligation to make a cash payment to the Guaranteed Party under and pursuant to the terms of Section 8.3(c), Section 6.6(f) and Section 6.6(g) (with respect to any

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Reimbursement Obligations that may be due pursuant to Section 6.6(f) or Section 6.6(g)) and Section 8.3(f) of the Merger Agreement and, without duplication, each Guarantor’s obligation to guarantee such payment pursuant to the terms of this Limited Guarantee (subject to such Guarantor’s Pro Rata Percentage of the Cap) and to otherwise comply with the terms of this Limited Guarantee, (ii) without duplication of the obligations referenced in clause (i) above, the other obligations of Parent and/or Merger Sub to perform their obligations under the Merger Agreement, on the terms and subject to the conditions thereof, including any limitations of remedies under the Merger Agreement, (iii) each Guarantor’s obligation to Parent to specifically perform its agreement to make an equity contribution to Parent pursuant to the Equity Commitment Letter on the terms and subject to the conditions thereof, and (iv) certain Non-Recourse Parties’ obligations under, and pursuant to the terms of, the Confidentiality Agreement (the specific claims described in the foregoing clauses (i) through (iv), in each case against the Person or Persons specified in any such clause being referred to herein, collectively, as the “Retained Claims”);

(b) no recourse (whether under an equitable, contractual, tort, statutory or other claim or theory) under, in connection with or in any manner related to any Transaction-Related Matter shall be sought or brought against (and, without limiting the generality of the foregoing, no liability shall attach to) any Non-Recourse Party, whether through Parent, Merger Sub or any other Person interested in the transactions contemplated by any Transaction Agreement or otherwise, whether by or through theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or any other attempt to avoid or disregard the entity form of any Non-Recourse Party, by or through a claim by or on behalf of the Guaranteed Party or any of its Affiliates, any other Company Related Parties, Parent, Merger Sub or any other Person, against any Non-Recourse Party, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any applicable Law, or otherwise, except, in each case, for Retained Claims; and

(c) none of the Guaranteed Party, any of its Affiliates nor any other Company Related Parties has relied on any statement, representation or warranty or assurance made by, or any action taken by, any Person in connection with or in any manner related to a Transaction-Related Matter, other than those made by (i) each Guarantor in this Limited Guarantee and/or any Guarantor in its Equity Commitment Letter and (ii) Parent and Merger Sub in the Transaction Agreements.

The Retained Claims shall be the sole and exclusive remedy (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) of the Guaranteed Party and all of its Affiliates, the other Company Related Parties and any Person purporting to claim by or through any of them or for the benefit of any of them against any or all of the Non-Recourse Parties, in respect of any claims, liabilities or obligations arising in any way under, in connection with or in any manner related to any Transaction-Related Matter. To the fullest extent permitted by applicable Law, the Guaranteed Party, on behalf of itself and its Affiliates and the other Company Related Parties, hereby releases, remises and forever discharges all claims (other than Retained Claims) that the Guaranteed Party or any of its Affiliates or the other Company Related Parties has had, now has or might in the future have against any Non-Recourse Party arising in any way under, in connection with or in any manner related to any Transaction-Related Matter. The Guaranteed Party hereby covenants and agrees that, other than with respect to the Retained Claims, it shall not, and shall cause its Affiliates and the other Company Related Parties not to, institute any proceeding or bring any claim in any way under, in connection with or in any manner related to any

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Transaction-Related Matter (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) against any Non-Recourse Party. Other than the Non-Recourse Parties, no Person other than the Guarantors and the Guaranteed Party shall have any rights or remedies under, in connection with or in any manner related to this Limited Guarantee or the transactions contemplated hereby.

As used herein, the term “Non-Recourse Parties” means each Guarantor and any and all former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interests, controlling persons, incorporators, directors, officers, employees, co-investors, agents, attorneys, members, managers, management companies, portfolio companies, general or limited partners, stockholders, representatives, assignees or Affiliates of each Guarantor (including Parent and Merger Sub) and any and all former, current or future direct or indirect holders of any equity, general or limited partnership or limited liability company interests, controlling persons, incorporators, directors, officers, employees, co-investors, agents, attorneys, members, managers, management companies, portfolio companies, general or limited partners, stockholders, representatives, assignees or Affiliates of any of the foregoing, and any and all former, current or future direct or indirect heirs, executors, administrators, trustees, representatives, successors, assigns or agents of any of the foregoing, and the Debt Financing Sources and any other providers of the Debt Financing and any provider of the equity financing pursuant to the Equity Commitment Letter.

For the avoidance of doubt, nothing herein is intended or shall be construed to affect the rights of Parent, Merger Sub or the Guarantors against any Debt Financing Source or any other providers of the Debt Financing or equity financing pursuant to the Equity Commitment Letter, or any rights of Parent, Merger Sub or the Guarantors against any Persons that become or have committed to become holders of equity interests in Parent, Merger Sub or their respective Affiliates, with respect to such arrangements, or the liability of any such parties to the Guarantors, Parent or Merger Sub with respect to such matters.

9. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial.

(a) This Limited Guarantee and all actions, proceedings, causes of action, claims or counterclaims (whether based on contract, tort, statute or otherwise) based upon, arising out of or relating to this Limited Guarantee or the actions of the Guarantors or the Guaranteed Party in the negotiation, administration, performance and enforcement thereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with this Limited Guarantee or as an inducement to enter into this Limited Guarantee), shall be governed by, and construed in accordance with the Laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws, including any statutes of limitations, of any jurisdiction other than the State of Delaware.

(b) Each of the parties to this Limited Guarantee (a) irrevocably consents to the service of the summons and complaint and any other process (whether inside or outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to the Merger or this Limited Guarantee, for and on behalf of itself or any of its properties or assets, in accordance with Section 6 or in such other manner as may be permitted by applicable Law, and nothing in this Section 9 will

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affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law; (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Limited Guarantee or the transactions contemplated hereby; (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (d) agrees that any Legal Proceeding arising in connection with this Limited Guarantee or the transactions contemplated hereby shall be brought, tried and determined only in the Chosen Courts; (e) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it shall not bring any Legal Proceeding relating to this Limited Guarantee or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the parties to this Limited Guarantee agrees that a final judgment in any Legal Proceeding in the Chosen Courts will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(c) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE PURSUANT TO THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING (WHETHER FOR BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE. EACH PARTY ACKNOWLEDGES AND AGREES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.

10. Counterparts. This Limited Guarantee shall not be effective until it has been executed and delivered by all parties hereto. This Limited Guarantee may be executed by electronic transmission in .pdf format (including via DocuSign) and in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

11. Third Party Beneficiaries. This Limited Guarantee shall be binding upon, inure solely to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; except that as a material aspect of this Limited Guarantee the parties intend that all Non-Recourse Parties other

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than the Guarantors shall be, and such Non-Recourse Parties are, intended third party beneficiaries of this Limited Guarantee who may rely on and enforce the provisions of this Limited Guarantee that bar the liability, or otherwise protect the interests, of such Non-Recourse Parties.

12. Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the transactions contemplated by the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement and other Transaction Agreements), except with the prior written consent of the Guarantors; provided, that no such written consent is required for any disclosure of the existence or content of this Limited Guarantee by the Guaranteed Party: (a) to its Affiliates and its advisors and representatives that reasonably need to know such information (provided, that any such Affiliate, advisor or representative is advised of the confidential nature of such information and agrees to keep such information confidential); (b) to the extent required by applicable Law (provided, that to the extent permissible by applicable Law, the disclosing party shall use its commercially reasonable efforts to give the non-disclosing parties prior notice of such disclosure and, upon any such other party’s request, use commercially reasonable efforts to obtain confidential treatment for the existence and terms of this letter); or (c) to the extent required in connection with the enforcement of rights under this Limited Guarantee, the Equity Commitment Letter or the Merger Agreement. Notwithstanding the foregoing, this Limited Guarantee may be provided to investment funds managed or controlled by Affiliates of Bain Capital Private Equity, LP, and the existence of this Limited Guarantee may be disclosed by them to (x) their respective Affiliates and representatives who are subject to confidentiality obligations and (y) to the extent required by applicable Law.

13. Miscellaneous.

(a) This Limited Guarantee (together with the Equity Commitment Letter, the Merger Agreement and the Confidentiality Agreement) constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among the Guarantors or any of their Affiliates, on the one hand, and the Guaranteed Party, or any of its Affiliates, on the other hand with respect to the subject matter hereof. No amendment, supplementation, modification or waiver of this Limited Guarantee or any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantors in writing.

(b) Any term or provision of this Limited Guarantee that is invalid or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided, however, that this Limited Guarantee may not be enforced without giving effect to the limitation of the aggregate amount payable by the Guarantors under Section 1 hereof regarding the Cap and the amount payable by each Guarantor hereunder to such Guarantor’s Pro Rata Percentage of the Guaranteed Obligations (subject to such Guarantor’s Pro Rata Percentage of the Cap), in each case provided in Section 1 hereof, and to the provisions of Sections 7 and 8 hereof. Each party hereto covenants and agrees that it shall not assert, and shall cause its respective Affiliates and representatives not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable in accordance with its terms. Each of the Guarantors

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covenants and agrees that it shall not assert, and shall cause its Affiliates and representatives not to assert, that this Limited Guarantee, any part hereof or the payment obligations pursuant to the terms, and subject to the limitations, herein, in and of itself, diminishes or otherwise impairs any Guaranteed Party’s rights to its specific performance pursuant to, and subject to the conditions of, Section 9.9(b) of the Merger Agreement.

(c) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee.

(d) All parties acknowledge that each party and its counsel have reviewed this Limited Guarantee and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Limited Guarantee.

14. Pro Rata Percentage. Each party hereto acknowledges and agrees that (a) this Limited Guarantee is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Limited Guarantee nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, (b) the obligations of each of the Guarantors under this Limited Guarantee are solely contractual in nature and (c) the determination of each Guarantor was independent of each other. Notwithstanding anything to the contrary contained in this Limited Guarantee, the liability of each Guarantor hereunder shall be several, not joint or joint and several, based upon its respective Pro Rata Percentage, and no Guarantor shall be liable for any amounts hereunder in excess of its Pro Rata Percentage of the Guaranteed Obligations (subject to the Cap). The “Pro Rata Percentage” of each Guarantor is as set forth below:

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each Guarantor and the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer or representative thereunto duly authorized.

[Signature Page to Limited Guarantee]

[Signature Page to Limited Guarantee]

Exhibit (b)(iii)

Execution Version

BCPE Polymath Buyer, Inc.

c/o Bain Capital Private Equity, LP

John Hancock Tower

200 Clarendon Street

Boston, MA 02116

Attention: Jonathan Belitsos and Stephen Cameron

Project Picasso

Commitment Letter

Ladies and Gentlemen:

You have advised Ares Capital Management LLC (solely in its capacity as manager to one or more managed funds and accounts, “Ares”), Blackstone Alternative Credit Advisors LP (on behalf of funds, accounts and clients managed, advised or sub-advised by it or its affiliates, “Blackstone Credit”), Blue Owl Credit Advisors LLC (on behalf of its affiliated advisors and its and their managed funds and accounts, “Blue Owl”), Golub Capital LLC (together with its affiliates and its or their managed funds, “Golub”), HPS Investment Partners LLC (together with its affiliates and any funds, entities, investors or accounts that it manages, sponsors, administers or advises, “HPS”), Sixth Street Partners, LLC (acting as agent for and on behalf of certain of its affiliated funds, related funds and investment vehicles, “Sixth Street”, and together with Ares, Blackstone Credit, Blue Owl, Golub, HPS and any other Commitment Parties as appointed as described below, collectively, the “Commitment Parties”, “we” or “us”) that BCPE Polymath Buyer, Inc., a Delaware corporation and newly formed entity (“Buyer” or “you”) formed at the direction of Bain Capital Private Equity, LP (together with its affiliates and associated funds, the “Sponsor”), intends to acquire, directly or indirectly, the Target Company (as defined in the Transaction Description), pursuant to the Acquisition Agreement (as defined in the Transaction Description). You have advised us that you desire to establish certain credit facilities in order to consummate the Acquisition, the Closing Refinancing and the other Transactions as defined and described in the transaction description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein have the respective meanings assigned to them in the Transaction Description, the Summary of Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”) and the Conditions Precedent to Funding attached hereto as Exhibit C (together with this letter agreement, the Transaction Description and the Term Sheet, collectively, as amended, restated, supplemented or otherwise modified from time to time, the “Commitment Letter”) and the fee letter of even date herewith addressed to you providing, among other things, for certain fees relating to the Facilities (as amended, restated, supplemented or otherwise modified from time to time, the “Fee Letter”). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this letter agreement shall be determined by reference to the context in which it is used.

In connection with the Transactions, (a) (i) Ares hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Initial Term Loan Facility, (ii) Blackstone Credit hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Initial Term Loan Facility, (iii) Blue Owl hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Initial Term Loan Facility, (iv) Golub hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Initial Term Loan Facility, (v) HPS hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Initial Term Loan Facility and (vi) Sixth Street (acting as agent for and on behalf of certain of its affiliated funds, related funds and investment vehicles) hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Initial Term Loan Facility (each of Ares, Blackstone Credit, Blue Owl, Golub, HPS and Sixth Street, in such capacity, an “Initial Term Loan Lender” and, collectively, the “Initial Term Loan Lenders”), (b) (i) Ares hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Revolving Credit Facility, (ii) Blackstone Credit hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Revolving Credit Facility, (iii) Blue Owl hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Revolving Credit Facility, (iv) Golub hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Revolving Credit Facility, (v) HPS hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Revolving Credit Facility and (vi) Sixth Street (acting as agent for and on behalf of certain of its affiliated funds, related funds and investment vehicles) hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Revolving Credit Facility (each of Ares, Blackstone Credit, Blue Owl, Golub, HPS and Sixth Street, in such capacity, an “Initial Revolving Lender” and, collectively, the “Initial Revolving Lenders”) and (c) (i) Ares hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Delayed Draw Term Loan Facility, (ii) Blackstone Credit hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Delayed Draw Term Loan Facility, (iii) Blue Owl hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Delayed Draw Term Loan Facility, (iv) Golub hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Delayed Draw Term Loan Facility, (v) HPS hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Delayed Draw Term Loan Facility and (vi) Sixth Street (acting as agent for and on behalf of certain of its affiliated funds, related funds and investment vehicles) hereby commits to provide the percentage set forth in Schedule 1 to this Commitment Letter beside its name of the aggregate principal amount of the Delayed Draw Term Loan Facility (each of Ares, Blackstone Credit, Blue Owl, Golub, HPS and Sixth Street, in such capacity, an “Initial DDTL Lender” and, collectively, the “Initial DDTL Lenders”; the Initial DDTL Lenders collectively with the Initial Term Loan Lenders and the Initial Revolving Lenders, the “Initial Lenders”; the banks, financial institutions or other entities becoming parties to the Facilities Documentation, together with the Initial Lenders, the “Lenders”), in each case, upon the terms set forth in this letter agreement and in the Term Sheet and subject only to the satisfaction or waiver of the applicable conditions expressly set forth in Exhibit C of this Commitment Letter.

You hereby appoint Ares, Blackstone Credit, Blue Owl, Golub, HPS and Sixth Street (or one or more of its affiliates) (each, in such capacity, a “Lead Arranger” and collectively with any other Lead Arrangers appointed as described below, the “Lead Arrangers”) to act, and each Lead Arranger hereby agrees to act, as a lead arranger and bookrunner, upon the terms set forth in this Commitment Letter. You hereby appoint HPS (in such capacity, a “Joint Bookrunner” and together with any other bookrunner appointed as described below, the “Joint Bookrunners”) to act, and each Joint Bookrunner hereby agrees to act, as a bookrunner, upon the terms set forth in this Commitment Letter. It is agreed that Ares Capital Corporation will act as administrative agent in respect of the Facilities (in such capacity, the “Administrative Agent”).

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You and the Sponsor shall have the right to appoint, with up to 10.0% of the economics and commitment amounts for each of the Facilities, additional banks, financial institutions or other entities as arrangers, bookrunners, managers, agents or co-agents (any such arranger, bookrunner, manager, agent or co-agent, an “Additional Arranger”) within 20 business days after the date this Commitment Letter is executed by you; provided that (a) each such Additional Arranger’s several commitment shall be pro rata among the Facilities, (b) such Additional Arranger (or its affiliates) shall assume a proportion of the commitments with respect to the applicable Facilities that is equal to the proportion of the economics allocated to such Additional Arranger (or its affiliates), (c) no Additional Arranger (together with its affiliates) shall receive greater compensatory economics with respect to any Facility than the economics allocated to the Initial Lenders party to this Commitment Letter on the date hereof in respect of such Facility and (d) to the extent you appoint Additional Arrangers and/or confer additional titles in respect of the Facilities on the Additional Arrangers, the economics allocated to, and the commitment amounts of, the Initial Lenders in respect of the Facilities will be proportionately reduced by the amount of the economics allocated to, and the commitment amount of, such Additional Arrangers (or their respective affiliates), in each case upon the execution and delivery by such Additional Arrangers and you of customary joinder documentation or an amendment hereto, and, thereafter, each such Additional Arranger shall constitute a “Commitment Party”, “Initial Lender”, and/or “Lead Arranger,” as applicable, under this Commitment Letter and under the Fee Letter, it being agreed and understood that Excluded Affiliates (as defined below) of such Additional Arrangers shall be treated in the same manner as Excluded Affiliates of any Commitment Party hereunder.

It is further agreed that (a) Ares shall appear on the “left” of all marketing and other materials in connection with the Facilities and will have the rights and responsibilities customarily associated with such name placement and (b) the Additional Arrangers will be listed in the order determined by you in any marketing or other materials. Except as set forth above, no other arrangers, bookrunners, managers, agents or co-agents will be appointed and no compensation with respect to any of the Facilities outside the terms contained herein and in the Fee Letter will be paid, in each case in order to obtain a commitment to participate in the Facilities, in each case, unless you and we so agree.

Except as provided herein with respect to Additional Arrangers, as applicable, upon the joinder of such Additional Arrangers pursuant to the terms hereof, in respect of the amount allocated to such Additional Arrangers, (i) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund the Facilities on the Closing Date) in connection with any assignment or participation of the Facilities, including its commitments hereunder in respect thereof, until after the initial funding of the Facilities and the occurrence of the Closing Date, (ii) no assignment or novation by any Initial Lender shall become effective as between you and such Initial Lender with respect to all or any portion of such Initial Lender’s commitments in respect of the Facilities until after the initial funding of the Facilities and the occurrence of the Closing Date and (iii) unless you otherwise agree in writing, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred. Notwithstanding anything set forth herein to the contrary, (a) no Initial Lender will assign or participate its commitments hereunder (i) to those banks, financial institutions, institutional lenders or investors (including persons primarily engaged in private equity or venture capital) (or related funds of any such persons) identified in writing to the Lead Arrangers by you, the Borrower or the Sponsor on or prior to the date hereof (or, (x) if after the date hereof and prior to the Closing Date, upon written notice to, and with the consent (not to be unreasonably withheld, conditioned or delayed) of, the Lead Arrangers holding a majority of the aggregate commitments under the Facilities on the date hereof and (y) if on or after the Closing Date,

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upon written notice to, and with the consent (not to be unreasonably withheld, conditioned or delayed) of, the Administrative Agent (without retroactive effect)) and, in the case of all of the foregoing under this clause (i), their respective affiliates (to the extent reasonably identifiable on the basis of name or otherwise identified in writing by you to the Administrative Agent to be an affiliate), (ii) to any competitor of (x) prior to the Closing Date, the Target Company and (y) from and after the Closing Date, Holdings and its affiliates (including the Target Company), and, in each case, any affiliate of such competitor, that is identified in writing to the Lead Arrangers by you, the Borrower or any Sponsor (which list may be updated upon written notice to the Lead Arrangers (or if after the Closing Date, upon written notice to the Administrative Agent (without retroactive effect)) and, in the case of all of the foregoing under this clause (ii), their respective affiliates (to the extent reasonably identifiable on the basis of name or otherwise identified by you to the Administrative Agent to be an affiliate) other than affiliates that constitute bona fide diversified debt funds primarily investing in loans and (iii) to Excluded Affiliates (collectively, the “Disqualified Institutions”; provided that no fund or account operating as part of the credit division of Blackstone Inc. shall constitute a Disqualified Institution), and no Disqualified Institutions may become Lenders or otherwise participate in the Facilities.

You hereby represent and warrant that, to your knowledge, insofar as it applies to information concerning the Target Company and its business, (a) all written information concerning you, the Target Company and your and its respective subsidiaries and your and its respective businesses (other than any financial projections relating to you and the Target Company (such financial projections of the Target Company (the “Projections”), estimates, forecasts and budgets and other forward-looking information and information of a general economic or industry nature) that has been or will be made available by you (or on your behalf at your request) to any Commitment Party in connection with the Transactions and about the Target Company, its subsidiaries and their respective businesses (the “Information”) did not or will not when furnished, taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, in each case, as supplemented and updated from time to time, and (b) the Projections will be prepared in good faith based upon assumptions believed by you to be reasonable at the time of delivery thereof based on information provided by you, the Target Company or your or their representatives; it being understood (i) that such Projections are subject to significant uncertainties and contingencies, many of which are beyond your control, (ii) that no assurance can be given that any particular projections will be realized, that actual results may differ and that such differences may be material and (iii) that such Projections are not a guarantee of performance. If at any time prior to the Closing Date, you become aware that any of the representations and warranties in the preceding sentence are incorrect in any material respect (to your knowledge insofar as it applies to the Information and Projections concerning the Target Company and its business), you agree to (and to use your commercially reasonable efforts with respect to the Information and the Projections concerning the Target Company and its business) promptly supplement the Information and the Projections such that the representations and warranties in the preceding sentence remain true in all material respects (to your knowledge insofar as it applies to the Information and Projections concerning the Target Company and its business), it being understood in each case that such supplementation shall cure any breach of such representations and warranties. The accuracy of the foregoing representations and warranties, whether or not cured, shall not be a condition to the commitments and obligations of the Initial Lenders hereunder or the funding of the Facilities on the Closing Date.

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As consideration for the Initial Lenders’ commitments hereunder and the Lead Arrangers’ agreement to structure and arrange the Facilities, you agree to pay (or to cause to be paid) the fees as set forth in the Fee Letter.

The Initial Lenders’ commitments hereunder to fund the Facilities on the Closing Date are subject solely to the applicable conditions expressly set forth in Exhibit C hereto (and, solely with respect to the Delayed Draw Term Loan Facility (to the extent funded on the Closing Date) the condition set forth in clause (d) under the heading “Conditions Precedent to Borrowings under the Delayed Draw Term Loan Facility in Exhibit B hereto), and upon the satisfaction (or waiver by the Lead Arrangers) of such conditions, the initial funding of the Facilities shall occur. There are no conditions (implied or otherwise) to the commitments hereunder, and there will be no conditions (implied or otherwise) under the Facilities Documentation to the funding of the Facilities on the Closing Date, including compliance with the terms of this Commitment Letter, the Fee Letter and the Facilities Documentation or any other agreement, other than the waiver or satisfaction of the conditions that are expressly set forth in Exhibit C (and, solely with respect to the Delayed Draw Term Facility (to the extent funded on the Closing Date), the condition set forth in clause (d) under the heading “Conditions Precedent to Borrowings under the Delayed Draw Term Facility” in Exhibit B).

Notwithstanding anything in this Commitment Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions or otherwise to the contrary, (a) the only representations and warranties to be a condition to funding on the Closing Date, and that shall be made on the Closing Date, shall be (i) such of the representations and warranties made by the Target Company with respect to the Target Company in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you (or any of your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or its) obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement) without incurring any liability as a result of a breach of such representations and warranties in the Acquisition Agreement (the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below) and (b) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth in Exhibit C as attached hereto are satisfied or waived by the Lead Arrangers (it being understood that to the extent any Collateral or any security interests therein (including the creation or perfection of any security interest therein) (other than (i) to the extent that a lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code or (ii) by the delivery of stock or other equity certificates of the Borrower or any material domestic wholly-owned restricted subsidiary of the Borrower (if any) that is part of the Collateral (solely, in the case of the subsidiaries of the Target, to the extent such stock or other equity certificates have been received from the Target Company after your use of commercially reasonable efforts) is not or cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so, or without undue burden or expense, the delivery of such Collateral or any security interests (and creation or perfection of security interests therein), as applicable, shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall instead be required to be delivered or provided within 90 days after the Closing Date (or such later date as may be reasonably agreed by the Borrower and the Administrative Agent) pursuant to arrangements to be mutually agreed by the Borrower and the Administrative Agent). For purposes hereof, “Specified Representations” means the representations and warranties made by the Loan Parties set forth in the Facilities Documentation relating to: organizational existence of the Loan Parties; organizational power

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and authority of the Loan Parties, and due authorization, execution and delivery by the Loan Parties, in each case, as they relate to their entry into and performance of the Facilities Documentation; enforceability of the Facilities Documentation against the Loan Parties; no conflicts with charter documents of the Loan Parties as it relates to their entry into and performance of the Facilities Documentation; solvency of the Borrower and its restricted subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (with solvency being determined in a manner consistent with Annex I to Exhibit C attached hereto); subject to the immediately preceding sentence and the limitations set forth in the Term Sheet, creation and perfection of security interests in the Collateral; Federal Reserve margin regulations; the use of proceeds of borrowings under the Facilities on the Closing Date not violating the Patriot Act (as defined below), OFAC and FCPA; and the Investment Company Act. Notwithstanding anything to the contrary contained herein, to the extent any of the Specified Acquisition Agreement Representations or the Specified Representations are qualified or subject to “material adverse effect,” the definition thereof shall be “Company Material Adverse Effect” as defined in the Acquisition Agreement (a “Company Material Adverse Effect”) for purposes of any representations and warranties made or to be made on, or as of, the Closing Date. The provisions of this paragraph are referred to as the “Certain Funds Provision”.

You agree to indemnify and hold harmless each Commitment Party, its affiliates (other than any Excluded Affiliate acting in its capacity as such) and their respective officers, directors, employees, members, managed funds, managed accounts, agents, advisors, representatives and controlling persons involved in the Transactions and their respective successors and permitted assigns (each, a “Related Party”), it being understood that in no event will this indemnity apply to any Commitment Party or its affiliates in their capacity as (a) financial advisors to you, the Sponsor, the Existing Investors, the Target Company or your or its respective subsidiaries in connection with the Acquisition or any other potential acquisition of the Target Company or its subsidiaries, (b) a co-investor in the Transactions or any potential acquisition of the Target Company or (c) a direct or indirect shareholder in the Target Company (collectively, the “Indemnified Persons” and each individually an “Indemnified Person”), from and against any and all actual losses, claims, damages, liabilities and expenses, joint or several, actually incurred or suffered by any such Indemnified Person arising out of or in connection with any claim, litigation, investigation or proceeding relating to this Commitment Letter, the Fee Letter or the Transactions (any of the foregoing, a “Proceeding”), regardless of whether any such Indemnified Person is a party thereto or whether a Proceeding is brought by an Indemnified Party, a third party or by you or any of your affiliates, and whether or not any aspect of the Transactions is consummated and to reimburse each such Indemnified Person within 30 days after receipt of a written request (together with reasonably detailed backup documentation supporting such reimbursement request) for the reasonable and documented out-of-pocket fees and reasonable and documented out-of-pocket expenses of one primary counsel for all Indemnified Persons (taken as a whole) (and, solely in the case of an actual or perceived conflict of interest, one additional counsel as necessary to the Indemnified Persons actually affected by such conflict, taken as a whole) and to the extent reasonably necessary, one local counsel for all Indemnified Persons (taken as a whole) in each relevant material jurisdiction, but no other third-party advisors without your prior consent, and other reasonable and documented out-of-pocket expenses incurred in connection with investigating, or defending any of the foregoing (in each case, excluding allocated costs of in-house counsel); provided that, the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent (i) they resulted from (A) the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or their respective Related Parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (B) any material breach of the obligations of such Indemnified Person or any of its affiliates or their respective Related Parties under this Commitment Letter or the Fee Letter (as determined in a final non-appealable judgment in a court of competent jurisdiction), or (C) any dispute

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among Indemnified Persons (or their respective affiliates or Related Parties) that does not involve an act or omission by you or any of your subsidiaries (other than any claims against the Administrative Agent or a Lead Arranger in its capacity as such but subject to clauses (i)(A) and (B) above) or (ii) they have resulted from any agreement governing any settlement referred to below by such Indemnified Person that is effected without your prior written consent (which may include through electronic means) (which consent shall not be unreasonably withheld or delayed). Each Indemnified Person agrees (by accepting the benefits hereof), severally and not jointly, to refund and return promptly any and all amounts paid by you (or on your behalf) under this Section 6 to such Indemnified Person to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof (as determined in a final non-appealable judgment of a court of competent jurisdiction).

In addition, if the Closing Date occurs, you hereby agree to reimburse the Lead Arrangers and Initial Lenders on the Closing Date (to the extent you have been provided an invoice therefor at least three (3) business days prior to the Closing Date) for all reasonable and documented out-of-pocket expenses (including, without limitation, reasonable and documented out-of-pocket expenses of the Lead Arrangers’ due diligence investigation, consultants’ fees (to the extent any such consultant has been hired with your prior consent), travel expenses and reasonable and documented fees, disbursements and other charges of counsel, but in the case of legal fees and expenses of counsel, limited to the reasonable and documented fees and reasonable and documented out-of-pocket expenses of Davis Polk & Wardwell LLP and, if reasonably necessary, one local counsel in each relevant material jurisdiction) incurred in connection with the preparation of this Commitment Letter, the Fee Letter and the Facilities Documentation. You acknowledge that the Commitment Parties may receive a benefit, including, without limitation, a discount, credit or other accommodation, from any such counsel based on the fees such counsel may receive on account of their relationship with us, including without limitation, fees paid pursuant hereto.

Notwithstanding any other provision of this Commitment Letter, no party hereto shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith, gross negligence or material breach of such party or any of its affiliates or Related Parties of this Commitment Letter, the Fee Letter or the Facilities Documentation, as determined in a final, non-appealable judgment of a court of competent jurisdiction, or (ii) any special, indirect, consequential or punitive damages arising out of or in connection with this Commitment Letter or the Fee Letter (provided that this clause (ii) shall not limit your indemnity or reimbursement obligations to the extent set forth above in the second preceding paragraph in respect of any actual losses, claims, damages, liabilities and expenses, joint or several, actually incurred or suffered by an Indemnified Person to a third party unaffiliated with the Commitment Parties that are otherwise required to be indemnified in accordance with this Section 6). You shall not be liable for any settlement of any Proceedings (or any expenses related thereto) effected without your prior written consent (which may include through electronic means) (which consent shall not be unreasonably withheld or delayed), but if settled with your prior written consent or if there is a final non-appealable judgment against an Indemnified Person in any such Proceedings, you agree to indemnify and hold harmless each Indemnified Person from and against any and all actual losses, claims, damages, liabilities and expenses incurred or suffered by reason of such settlement or judgment in accordance with the second preceding paragraph. You shall not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably withheld, delayed, denied or conditioned, it being understood and agreed that the withholding of consent due to non-satisfaction of the conditions described in clauses (a) and (b) below shall be deemed reasonable), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could have been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability on claims that are the subject matter of such Proceedings and (b) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of such Indemnified Person.

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In case any Proceeding is instituted involving any Indemnified Person for which indemnification is to be sought hereunder by such Indemnified Person, then such Indemnified Person will promptly notify you of the commencement of any Proceeding; provided, however, that the failure to so notify you will not relieve you from any liability that you may have to such Indemnified Person pursuant to this Section 6, except to the extent that you are materially prejudiced by such failure. Notwithstanding the above, following such notification, you may elect in writing to assume the defense of such Proceeding, and, upon such election, you will not be liable for any legal costs subsequently incurred by such Indemnified Person (other than reasonable costs of investigation and providing evidence) in connection therewith, unless (i) you have failed to provide counsel reasonably satisfactory to such Indemnified Person in a timely manner, (ii) counsel provided by you reasonably determines that its representation of such Indemnified Person would present it with an actual conflict of interest, or (iii) the Indemnified Person reasonably determines that there are conflicts of interest between you and the Indemnified Person, including situations in which there may be legal defenses available to it which are different from or in addition to those available to you. In connection with any one Proceeding, you will not be responsible for the fees and expenses of more than one separate law firm for all Indemnified Persons plus additional conflicts and local counsel to the extent provided herein.

Each Indemnified Person shall, in consultation with you, take all commercially reasonable steps to mitigate any losses, claims, damages, liabilities and expenses and shall use commercially reasonable efforts to give (subject to confidentiality or legal restrictions) such information and assistance to you as you may reasonably request in connection with any Proceeding.

You acknowledge that the Lead Arrangers, the Initial Lenders and their respective affiliates may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies in respect of which you or the Target Company may have conflicting interests. None of the Commitment Parties or their respective affiliates will use information obtained from you, the Target Company, the Sponsor, the Existing Investors or any of your or their respective affiliates by virtue of the transactions contemplated by this Commitment Letter or any of their other respective relationships with you, the Target Company, the Sponsor, the Existing Investors or any of your or their respective affiliates in connection with the performance by them and their respective affiliates of services for other persons or entities, and none of the Commitment Parties or their respective affiliates will furnish any such information to such other persons or entities. You also acknowledge that none of the Commitment Parties or their respective affiliates has any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, the Sponsor, the Existing Investors, the Target Company or your or their respective subsidiaries, confidential information obtained by the Commitment Parties and their respective affiliates from other persons or entities. This Commitment Letter and the Fee Letter are not intended to create a fiduciary relationship among the parties hereto or thereto.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties is intended to be or has been created in respect of any of the debt transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties have advised or are advising you on other matters, (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties, (c) you are capable of and responsible for evaluating and understanding, and you understand and accept, the terms,

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risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Commitment Parties and their respective affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) the Commitment Parties and their affiliates have not provided any legal, accounting, regulatory or tax advice and you have consulted your own legal and financial advisors to the extent you deemed appropriate.

You further acknowledge that certain of the Lead Arrangers (or an affiliate thereof) may be a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each such person may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you and other companies with which you may have commercial or other relationships. With respect to any securities and/or financial instruments so held by such person or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion in accordance with applicable law. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against each such Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with the financing transactions contemplated by this Commitment Letter.

You agree that you will not disclose this Commitment Letter, the Fee Letter or the contents of any of the foregoing to any person without our prior written approval (which may include through electronic means) (not to be unreasonably withheld, conditioned, delayed or denied), except that you may disclose (a) this Commitment Letter, the Fee Letter and the contents hereof and thereof (i) to the Sponsor, the Existing Investors, and to actual and potential co-investors (including, without limitation, to actual and potential purchasers of preferred equity) and to your, the Sponsor’s, the Existing Investors’ and such co-investors’ respective officers, directors, agents, employees, affiliates, members, partners, stockholders, equityholders, controlling persons, agents, attorneys, accountants and advisors on a confidential basis and (ii) as required by applicable law or compulsory legal process, pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding or to the extent required by governmental and/or regulatory authorities (including, without limitation, any filing of this Commitment Letter with the U.S. Securities and Exchange Commission) (in which case you agree to use commercially reasonable efforts to inform us promptly thereof to the extent lawfully permitted to do so), (b) this Commitment Letter, the Fee Letter and the contents hereof and thereof to the Target Company, any direct or indirect parent company of the Target Company and their respective officers, directors, agents, employees, affiliates, members, partners, stockholders, equityholders, controlling persons, agents, attorneys, accountants and advisors, in each case in connection with the Transactions and on a confidential basis (provided that any such disclosure of the Fee Letter shall be subject to redaction of the fees and the economic provisions contained therein in a customary manner (other than (i) after your countersigning of this Commitment Letter and the Fee Letter, disclosures to the holders of the Rollover Equity and (ii) after the Closing Date, disclosures to the Target Company and its officers, directors, agents, employees, attorneys, accountants and advisors (but without disclosing the fees therein specifically on a standalone basis))), (c) the existence and contents of the Term Sheet to any rating agency, (d) the existence and contents of this Commitment Letter and the Fee Letter to any actual or potential Additional Agent (and its respective officers, directors, employees, attorneys, accountants, and advisors, in each case on a confidential basis) or, other than with respect to the Fee Letter, to a potential Lender (and its respective officers, directors, employees, attorneys, accountants, and advisors, in each case on a confidential basis), (e) the existence and contents of this Commitment Letter (but not the Fee Letter or the contents thereof) to any actual or potential lender or other debt financing source (and its

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respective officers, directors, employees, attorneys, accountants and advisors, in each case, on a confidential basis) in connection with the Transactions, (f) the aggregate fee amounts contained in the Fee Letter as part of projections, pro forma information or a generic disclosure of aggregate sources and uses related to fee amounts related to the Transactions to the extent customary or required in offering and marketing materials or in any public filing relating to the Transactions, (g) the existence and contents of this Commitment Letter in any proxy, public filing, prospectus, offering memorandum, offering circular, syndication materials or other marketing materials in connection with the Acquisition or the financing thereof, (h) this Commitment Letter, the Fee Letter and the contents hereof and thereof in connection with protecting or enforcing any right under this Commitment Letter or the Fee Letter or to defend any claim or exercise any remedies related to this Commitment Letter or the Fee Letter or (i) this Commitment Letter and the contents hereof to the extent it becomes publicly available other than as a result of a breach of this Commitment Letter by you or breach of another confidentiality obligation owed to a Commitment Party by you, the Target Company or your or its respective affiliates; provided that, the foregoing restrictions shall cease to apply on the earlier of (i) two years after the date hereof and (ii) the date the Facilities Documentation shall have been executed and delivered by the parties thereto (other than in respect of the Fee Letter and the contents thereof to the extent required hereby).

Each Commitment Party agrees to keep confidential, and not to publish, disclose or otherwise divulge, information with respect to the Transactions or obtained from or on behalf of you, the Target Company or your or its respective affiliates in the course of the transactions contemplated hereby, except that the Commitment Parties shall be permitted to disclose such confidential information (a) to their respective directors, officers, agents, employees, attorneys, managed funds, managed accounts, limited partners, current or prospective investors and financing sources, accountants and advisors, and to their respective affiliates involved in the Transactions (other than, in each case, Excluded Affiliates), on a “need to know” basis in connection with evaluating the financing transactions hereunder and who are made aware of and agree to comply with the provisions of this paragraph, in each case on a confidential basis (with such Commitment Party responsible for such persons’ compliance with this Section 7), (b) on a confidential basis to any bona fide prospective Lender, prospective participant or swap counterparty (in each case, other than a Disqualified Institution and other persons to whom you have affirmatively declined to consent to the assignment thereto prior to the disclosure of such confidential information to such person) that agrees to keep such information confidential in accordance with (x) the provisions of this paragraph (or language substantially similar to this paragraph that is reasonably acceptable to the Sponsor and you) or (y) other customary confidentiality language in a “click-through” arrangement) for the benefit of you, (c) as required by the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, regulation or compulsory legal process (in which case we agree to use commercially reasonable efforts to inform you promptly thereof to the extent lawfully permitted to do so (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority)), (d) to the extent requested by any federal, state or bank regulatory or self-regulatory agencies or authority having jurisdiction over a Commitment Party (including in any audit, examination, inspection or other inquiry conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), (e) to the extent such information: (i) becomes publicly available other than as a result of a breach of this Commitment Letter, the Fee Letter or other confidentiality or fiduciary obligation owed by such Commitment Party to you, the Sponsor, the Existing Investors, the Target Company or your or their respective affiliates or (ii) becomes available to the Commitment Parties on a non-confidential basis from a source other than you or on your behalf that, to such Commitment Party’s knowledge (after due inquiry), is not in violation of any confidentiality or fiduciary obligation owed to you, the Target Company, the Sponsor, the Existing Investors or your or their respective affiliates, (f) to the extent you shall have consented in advance to such disclosure in writing (which may include through electronic means), (g) as is necessary in protecting and enforcing the Commitment

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Parties’ rights with respect to this Commitment Letter or the Fee Letter or to defend any claim or exercise any remedies related to this Commitment Letter or the Fee Letter, (h) for purposes of establishing any defense available under securities laws, including, without limitation, establishing a “due diligence” defense, (i) to the extent independently developed by such Commitment Party without reliance on confidential information or (j) with respect to the existence and contents of the Term Sheet, in consultation with you, to any rating agency or to the CUSIP Service Bureau, Clearpar or Loanserv or any similar agency in connection with the issuance and monitoring of CUSIP numbers, Private Placement Numbers or any other similar numbers with respect to the Facilities; provided that, no such disclosure shall be made to the members of such Commitment Party’s or any of its affiliates’ deal teams that are engaged as principals primarily in private equity or venture capital (a “Private Equity Affiliate”) or are engaged in the sale of the Target Company, including through the provision of advisory services (a “Sell Side Affiliate” and, together with the Private Equity Affiliates, the “Excluded Affiliates”) other than a limited number of senior employees who are required, in accordance with industry regulations or such Commitment Party’s internal policies and procedures to act in a supervisory capacity and the Commitment Parties’ internal legal, compliance, risk management, credit or investment committee members, and who are made aware of the provisions of this paragraph. The Commitment Parties’ and their respective affiliates’, if any, obligations under this paragraph shall terminate automatically to the extent superseded by the confidentiality provision in the Facilities Documentation upon the effectiveness thereof and, in any event, will terminate two years from the date hereof. It is understood and agreed that no Commitment Party may advertise or promote its role in arranging or providing any portion of any Facility (including in any newspaper or other periodical, on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, in the form of a “tombstone” advertisement or otherwise) without the prior written consent of the Borrower (which consent may be withheld in the Borrower’s sole and absolute discretion).

We hereby notify you that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (the “Patriot Act”)) and the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), each of us and each of the Lenders may be required to obtain, verify and record information that identifies each Loan Party, which information may include its name and address and other information that will allow each of us and the Lenders to identify each Loan Party in accordance with the Patriot Act or the Beneficial Ownership Regulation, as applicable. This notice is given in accordance with the requirements of the Patriot Act and the Beneficial Ownership Regulation and is effective for each of us and the Lenders.

This Commitment Letter and the commitments hereunder and the Fee Letter shall not be assignable by any party hereto (except (a) by the Commitment Parties as expressly set forth in Section 2 above (and subject to the limitations set forth therein), (b) by Ares, Blue Owl, Golub, HPS and Sixth Street to one or more of their respective affiliates, managed funds or managed accounts without limitation, (c) notwithstanding anything to the contrary contained herein, each party hereto hereby agrees that Blackstone Credit, any of its affiliates, and shall include, without limitation, certain funds, accounts and clients managed, advised or sub-advised by Blackstone Credit or any of their respective affiliates, as the context may require, and any warehouse entity (the “Blackstone Entities”) to (without notice or consent of or payment of any fee to any person or entity) reallocate, sell, assign or otherwise transfer its commitment in respect of the Facilities and/or any closing payment to other Blackstone Entities; provided that no such re-allocation, sale, assignment or transfer shall reduce or release any such Blackstone Entity from its commitment in respect of the Facilities hereunder until the actual funding of the application

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portion of the Facilities by the relevant transferee on the Closing Date and (d) by you to the Target Company or any newly-formed domestic entity that is or will be, directly or indirectly, controlled by you or Closing Date Investors and which will, directly or indirectly, wholly own (or be wholly owned by) you after giving effect to the Transactions (including the Target Company)) without the prior written consent of each of the other parties hereto, and any attempted assignment without such consent shall be void. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the Commitment Parties and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Commitment Letter. Without limitation of the foregoing, the words “execution”, “executed”, “signed”, “signature” and words of like import shall be deemed to include electronic signatures, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transaction Act.

This Commitment Letter and the Fee Letter (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities and set forth the entire understanding of the parties hereto with respect thereto and (ii) supersede all prior understandings with respect to the matters referred to and contemplated therein and thereby. This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto, the Sponsor, the Indemnified Persons and, if any of this Commitment Letter or any commitment hereunder is assigned in accordance with the first sentence of this Section 9 above, the applicable permitted assignee or assignees. Subject to the limitations set forth in Section 2 above, the Commitment Parties may perform the duties and activities described hereunder through any of their respective affiliates (other than an Excluded Affiliate or other Disqualified Institution) and the provisions of Section 6 shall apply with equal force and effect to any of such affiliates so performing any such duties or activities. This Commitment Letter and any claim, controversy or dispute arising under or related to this Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, that (a) the interpretation of the definition of Company Material Adverse Effect and whether a Company Material Adverse Effect has occurred, (b) the accuracy of any Specified Acquisition Agreement Representations and whether you (or any of your affiliates) have the right (taking into account any applicable cure provisions) to terminate your (or your affiliates’) obligations under the Acquisition Agreement or decline to consummate the Acquisition (in each case, in accordance with the terms of the Acquisition Agreement) without incurring any liability as a result of a breach of such Specified Acquisition Agreement Representations and (c) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, in each case, be governed by and construed in accordance with the laws governing the Acquisition Agreement, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan in the City of New York, and, in each case, any appellate court thereof, over any suit, action or proceeding arising out of or relating to this Commitment Letter or the Fee Letter or the transactions contemplated hereunder or thereunder, whether in contract, tort or otherwise, in equity or at law, and irrevocably and unconditionally agrees that it will not commence any such suit, action or proceeding against any of the other parties hereto arising out of or in any way relating to this Commitment Letter or the Fee Letter or the transactions contemplated hereunder or thereunder in any forum other than such courts. Each party hereto agrees that service of any

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process, summons, notice or document by registered mail addressed to such party at its address above shall be effective service of process for any suit, action or proceeding brought in any such court. Each party hereto hereby irrevocably and unconditionally waives (to the extent permitted by applicable law) any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum and agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other matter provided by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE AND IN EQUITY OR AT LAW) BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Each of the parties hereto agrees that, if accepted by you, each of this Commitment Letter and the Fee Letter constitutes a binding and enforceable agreement with respect to the subject matter herein and therein, including an agreement to negotiate in good faith the Facilities Documentation by the parties hereto in a manner consistent with this Commitment Letter; it being acknowledged and agreed that (a) the initial funding of the Facilities is subject solely to the conditions specified in Exhibit C hereto, including the execution and delivery by the Loan Parties of the Facilities Documentation in a manner consistent with this Commitment Letter (including the Documentation Principles) and (b) the commitments provided hereunder with respect to the Facilities are subject only to those conditions set forth in Exhibit C hereto.

Reasonably promptly after the execution by you of this Commitment Letter, the parties hereto shall proceed with the negotiation in good faith of the Facilities Documentation in a manner consistent with this Commitment Letter (including the Documentation Principles) for the purpose of executing and delivering the Facilities Documentation substantially simultaneously with the closing of the Acquisition.

The compensation (if applicable), expense reimbursement (if applicable), information, indemnification, jurisdiction, waiver of jury trial, service of process, venue, governing law, absence of fiduciary duty, survival and confidentiality provisions contained herein and, if applicable, in the Fee Letter shall remain in full force and effect regardless of whether the Facilities Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Initial Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter, other than your obligations relating to the confidentiality of the Fee Letter to the extent set forth herein, shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the execution and delivery thereof, and you shall automatically be released from all liability in connection therewith at such time. You may terminate all or any portion of the Initial Lenders’ commitments (on a pro rata basis among the Initial Lenders in the applicable Facility) hereunder at any time subject to the provisions of the preceding sentence.

Please indicate your acceptance of the terms hereof and of the Fee Letter by signing in the appropriate space below and in the Fee Letter and returning to the Commitment Parties, the enclosed duplicate originals (or facsimiles or electronic copies) of this Commitment Letter and the Fee Letter, in each case not later than 11:59 p.m., New York City time, on June 7, 2024, failing which the Initial Lenders’ commitments hereunder will expire at such time. In the event that (a) the initial borrowing in respect of the Term Loan Facility does not occur on or before the date that is five business days after the “Termination Date” (as defined in the Acquisition Agreement as in effect on the date hereof), (b) the Acquisition closes with or without the use of the Facilities (in each case, solely as to such Facility) or (c)

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the Acquisition Agreement is validly terminated by you (or your affiliates) or with your (or your affiliates’) written consent prior to the closing of the Acquisition, then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our sole discretion, agree to an extension. The termination of any commitment shall not prejudice your rights and remedies in respect of any breach of this Commitment Letter or the Fee Letter.

[Signature Pages Follow]

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We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. 

[Signature Page to Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

[Signature Page to Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

[Signature Page to Commitment Letter]

Exhibit (C)(vii)

*** For Discussion Purposes Only *** Project Picasso Tax Receivable Agreement Discussion May 1, 2024

*** For Discussion Purposes Only *** Overview of TRAs ◾ A Tax Receivable Agreement (TRA) is a contractual agreement between a public company and the company’s pre-IPO owners that requires payments from the former to the latter related to tax attributes held by the company ◾ These tax attributes are most often found in IPOs, in which selling pre-IPO shareholders recognize a taxable gain that also triggers a valuable tax basis step-up at the newly public company – In essence, the TRA forces the company to compensate these parties for the step-up as a distinct asset – Additionally, TRAs can be found in a wide range of other settings and cover other tax attributes, such as NOLs ◾ As the relevant tax attributes are used by the company, a TRA obligates the company to make periodic cash payments to the pre-IPO owners party to the TRA for a portion of the achieved savings – TRAs often require that 85% of the cash tax benefit realized by the company be paid to pre-IPO owners ◾ TRAs were introduced in the 1990s and have recently become much more common in IPOs (both traditional and de-SPAC transactions); they have a number of practical implications in financial analyses and M&A transactions – Relatedly, an Up-C is a corporate structure that is often encountered in conjunction with a TRA and will require additional consideration as compared to a typical C-corp structure (the most common public company form) 1 Source: Company materials, academic research and other public sources.

*** For Discussion Purposes On ly *** Tax Attributes Potentially Subject to TRAs ◾ Tax basis held by the company before the IPO; assets will continue to be depreciated or Pre-IPO amortized for tax accounting purposes following the IPO Basis◾ This may be basis that was created when the pre-IPO owners initially acquired the company (e.g., in a corporate carveout or under a 338(h)(10) election) Related to Company’s ◾ NOLs held by the company pre-IPO continue to remain available for use by the company NOLs Pre-IPO Tax once it is publicly traded Attributes ◾ Other tax attributes may include Alternative Minimum Tax credits, foreign tax credits and Other items related to stock-based compensation ◾ In an Up-C structure, there can be a step-up in the tax basis of the company’s assets and Basis Step- liabilities that is triggered by the IPO Created In Up at IPO◾ Tax attributes are created when operating partnership (OP) units are exchanged or sold Connection to the public company C-corporation at the time of IPO With IPO (e.g., Up-C ◾ In an Up-C structure, the pre-IPO owners party to a TRA generally retain some of their Structure) Subsequent OP units post-IPO; future exchanges of units create additional basis step-ups Basis Step- Ups◾ Additionally, TRA payments themselves create additional basis step-ups in a circular manner, as these payments are considered additional purchase price

*** For Discussion Purposes Only *** General Structure Overview: Up-C IPO With a TRA Umbrella Partnership C-Corporation Overview Structure Summary ◾ A company planning to go public that has its assets and operations in an operating partnership or who will contribute them to one (“OP,” a pass-through entity for tax Public Pre-IPO Own ers purposes) can pursue a Up-C IPO Shareholders – Initially the OP is 100% owned by pre-IPO owners 100% of Class B 100% of Class A 0% Economic ◾ A C-corporation (taxable entity) is formed and carries out 100% Economic 100–X% Voting an IPO, selling shares to public investors and receiving cash X% Voting TRA the OP units, thereby Payments◾ The C-corp uses the cash to purchase Publicly Traded becoming a partner in the OP alongside the pre-IPO owners C-Corp ◾ Pre-IPO owners retain whatever OP units were not sold and have the right to swap OP units one-for-one in Sole Managing exchange for shares of the public corporation post IPO Member 100–X% of OP Units X% of OP Units – Under this structure, pre-IPO owners also receive a separate class of shares in the public corporation with supervoting rights but no additional economics OP ◾ Under U.S. tax law, this structure allows the public C-Corp to receive a step-up in the basis of its pro rata share of the OP’s assets, which provides a future cash tax benefit to the corporation All assets and operations ◾ A TRA can be used to pay pre-IPO owners a portion of the tax savings created by the incremental amortization expense if and when those tax benefits are realized by the C-Corp Source: Company materials, academic research and other public sources.

*** For Discussion Purposes Only *** Current Picasso Structure Canada Management Pension Plan Company Public Coinvestors Vista Onex Investment D&Os Stockholders and Others Board 34,205,680 71,118,123 10,111,111 1,208,949 Class 48,583,080 2% interest 98% Class A Class A Class A A Common Class A in Topco interest in Common Stock Common Stock Common Stock Stock Common Stock Topco ~20.7% of Class A ~43.0% of Class A ~6.1% of Class A ~0.7% of Class A ~29.4% of Class A Severin Topco LLC 165,226,943 Class A Common Stock (“Topco”) 37,654,059 Class B Common Stock ~81.4% of the voting power the Company ~18.6% of the voting power the Company(voting rights only) PowerSchool Holdings, Inc. 37,654,059 LLC units (the “Company”) ~18.6% of the outstanding LLC units(economic rights only) 165,226,943 LLC units(1) ~81.4% of the outstanding LLC units PowerSchool Holdings LLC (the “LLC”) Operating Entities Note: The figures and structure chart are approximate and for illustrative purposes only, and have been derived from the Company’s prospectus dated July 27, 2021, 4 the Company’s Schedule 14A, dated as of April 4, 2024 and the organizational chart provided in the virtual data room of the Company. (1) Numerous blocker entities sit between the Company and the LLC.

*** For Discussion Purpose s Only *** TRAs In M&A ◾ Should a public company that is party to a TRA undergo a change-of-control, the TRA generally calls for an acceleration of the estimated future payments – Calculation of the liability involves an NPV calculation, oftentimes using a discount rate based on a spread to LIBOR or SOFR, and takes into account variables including the company’s taxable income and tax rate – Calculation includes both currently existing tax attributes (i.e., those picked up in the balance sheet carrying value of the TRA liability) as well as those that are deemed to come into existence from a basis step-up triggered by the exchange of pre-IPO owners’ retained OP units – In a change-of-control, the value of the TRA increases with the price paid, as the OP units deemed to be exchanged are worth more at a higher price, increasing the amount of the associated basis step-up ◾ Treatment of the TRA liability is one part of an M&A negotiation and is impacted by the deal circumstances ◾ A review of precedents suggests three general approaches are used: – TRA eliminated with no payment – TRA settled at a discounted payment or paid installments – TRA remains in place *

** For Discussion Purposes Only *** TRA Precedents – M&A Context Primary TRA Holder TEV Total TRA CoC Pymt Terminated Payment to Term. Date Acquirer Target (Pre-IPO Owner) % Own. ($bn) $mm % Deal Size w/o Payment? $mm % Total Liab. Mar-23 Solenis Diversey Bain Capital 73% $4.6 $77 2% (2)ï Dec-22 BDT Weber BDT Capital Partners 67% 3.7 9 (1) 0%ï >50% Sep-22 CVS Signify Health New Mountain 60% 8.0 59 1%ï May-22 Chicken Soup for the Soul Redbox Apollo Global Management 74% 0.4 165 44%ï Nov-21 Advent, Permira & Others McAfee TPG, Intel, Thoma Bravo, GIC 94% 14.0 392 3%ï Sep-21 Goldman Sachs GreenSky CEO, director, TPG 79% 2.2 446 20%ï Aug-21 Chesapeake Energy Vine Energy Blackstone 71% 2.2 7 0%ï Ownership Aug-21 DraftKings Golden Nugget Online Tilman Fertitta 80% 1.4 322 23%ï Nov-20 American Securities Foundation Bldg. Mats. Lone Star Funds 52% 1.4 <85 6% 75 88% Mar-19 Brookfield Oaktree Senior execs. and others 54% 7.9 188 2% TRA amended in merger to fixed payment schedule Holder Aug-17 United Rentals Neff Corporation Wayzata Funds 63% 1.3 30 2%ï May-17 Surgery Partners NSH HIG Capital 54% 0.8 120 16% TRA amended in merger to fixed payment schedule TRA Apr-17 Century Communities UCP PICO Holdings 57% 0.4 –ï Oct-13 Sumitomo Edgen Jefferies Capital Partners 56% 1.1 2 0%ï Dec-23 Stone Point, Gen. Atlantic HireRight General Atlantic 48% $1.7 $184 (1) 11% Acceleration provision waived; TRA to remain outstanding Sep-23 Smuckers Hostess C. Dean Metropoulos NA 5.6 85 2% 86 102% Jul-23 Rithm Capital Sculptor Capital Och-Ziff Capital 13% 0.7 173 (1) 24% Accel. provisio n does not exist; Agreed to TRA guaranty Feb-23 CD&R Focus Financial Partners Stone Point Capital 20% 7.0 225 3% 300 133% <50% Jan-23 Nuvei Paya GTCR 34% 1.3 20 2% 20 100% Aug-22 Global Payments EVO Payments Founder Rafik Sidhom, MDP ~20% 4.0 322 8% 225 70% May-22 Digital Bridge Switch Founder and affiliates 24% 10.3 1,196 12% 75 6% Mar-21 Expro Group Frank’s International Mosing Family NA 2.1 18 15 83% Jan-21 Optum (UnitedHealth) Change Healthcare Blackstone, H&F 20% 12.8 178 (1) 1% <178 100% Ownership Dec-20 Vista, Partners Group Pluralsight Insight Partners 4% 3.5 417 12%ï Oct-20 Pioneer Parsley Energy Founders and affiliates 15% 7.6 164 2% 164 100% Jul-20 MDP Benefytt Founder Michael Kosloske 9% 0.6 35 (1) 5% 40 116% Holder Jan-20 Yum Brands Habit Restaurant KarpReilly 11% 0.4 63 17% 50 79% Sep-18 Univar Nexeo TPG 35% 2.0 71 4% 60 84% TRA May-17 Avantor VWR Corporation Varietal 35% 6.5 58 1% 56 97% Apr-17 Tyson Foods AdvancePierre Foods Oaktree 42% 4.2 254 6% 224 88% Feb-17 SoftBank Fortress Founding principals 45% 3.3 154 5% 154(4) 100% Sep-14 Encana Athlon Energy Athlon management 17% 5.9 – (5) 0% 25 Median 20% $159 5% $68 99% Mean 24% 201 7% 107 90% Memo: Picasso 64% $6.0(6) $465 - $500 7.8% - 8.3% Source: Company filings and FactSet as of April 29, 2024. (1) Reflects stated TRA liability at date of last filing. (2) BDT was owner of previous TRA; existing liability near completion at time of merger. (3) Terminated each TRA by making the respective early termination payments specified, pursuant to the applicable discount rate and methodology set forth. (4) TRA amended in merger agreement to fixed payment schedule equal to required change of control payment. 6 (5) Athlon filings stated was not expecting to be in a federal income tax paying position for the foreseeable future, and so did not recognize a TRA liability. (6) Reflects illustrative transaction value.

*** For Discussion Purposes Only *** Assumes headline share price of $24.50 and fully diluted share count of ~214.9m Analysis at Various Scenarios of TRA Payout Headline Share Price Metric $24.50 $24.50 $24.50 $24.50 $24.50 $24.50 Illus. TRA Payment $500 $400 $300 $200 $100 $0 Illus. TRA Payment Per Share Impact $2.33 $1.86 $1.40 $0.93 $0.47 $0.00 Illus. Price Per Share ex TRA $22.17 $22.64 $23.10 $23.57 $24.03 $24.50 Premia at Various Share Prices Current $17.32 28.0% 30.7% 33.4% 36.1% 38.8% 41.5% 52W High $25.16 (11.9%) (10.0%) (8.2%) (6.3%) (4.5%) (2.6%) 52W Low $16.41 35.1% 38.0% 40.8% 43.6% 46.5% 49.3% 30 Day VWAP $19.28 15.0% 17.4% 19.8% 22.2% 24.6% 27.1% 90 Day VWAP $21.31 4.0% 6.2% 8.4% 10.6% 12.8% 14.9% Note: Units in millions, except per share amounts. Source: Company financials and FactSet as of 04/30/24.

Appendix *** For Discussion Purposes Only ***

Picasso Early Termination Payment – As per E&Y Existing TRA Attribute Hypothetical Exchange TRA Assumed Share Price Payment Attribute and Iterative Payment Total Payment Due At Close $25.00 per share $335,611,626 $136,275,266 $471,886,892 $27.50 per share $335,611,626 $150,727,410 $486,339,036 $30.00 per share $335,611,626 $165,179,523 $500,791,149 $32.50 per share $335,611,626 $179,631,611 $515,243,237 $35.00 per share $335,611,626 $194,083,679 $529,695,305 $37.50 per share $335,611,626 $208,535,730 $544,147,356 $40.00 per share $335,611,626 $222,987,767 $558,599,393 $42.50 per share $335,611,626 $237,439,792 $573,051,417 Notes and assumptions: 1) Assumes a discount rate of 5.50% computed as the minimum of (i) SOFR plus 100 bps taking into account a spread for the difference in LIBOR and SOFR; and (ii) 5.50% per the “Early Termination Rate” of the TRA 2) Assumes a blended federal tax rate and state/local tax rate per clause (iii) of the definition of “Valuation Assumptions“ in the TRA (based on 2023 apportionment factors) 3) Pubco has $41.6M of accrued TRA payments through 12/31/2023 that have not been paid as the company is unable to make tax distributions pursuant to its credit agreement ◾ Advisors’ recommended approach to first round of sales process: Bidders assume total TRA payment is $500M and treat as a debt like item◾ Each incremental $1.00 per share price represents approximately $5M in value 9 Source: Calculated by EY based on Picasso data and the assumptions outlined above.

*** For Discussion Purposes Only ** * Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Picasso in connection with its evaluation of a proposed sale of Picasso and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Picasso and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Picasso. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Picasso or any other entity, or concerning the solvency or fair value of Picasso or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Picasso as to the future financial performance of Picasso, and at your direction Centerview has relied upon such forecasts, as provided by Picasso’s management, with respect to Picasso. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performingthis financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Picasso. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Picasso (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Picasso or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 10

Exhibit (C)(ix)

Project Picasso Confidential Discussion Materials Prepared for the Special Committee of the Board of Directors May 6, 2024

Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Picasso in connection with its evaluation of a proposed sale of Picasso and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Picasso and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Picasso. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Picasso or any other entity, or concerning the solvency or fair value of Picasso or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Picasso as to the future financial performance of Picasso, and at your direction Centerview has relied upon such forecasts, as provided by Picasso’s management, with respect to Picasso. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Picasso. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Picasso (in its capacity as such) in its consideration of theproposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Picasso or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1

Bain Proposal Summary Bain Proposal (4/24/24) Share Price $22.17 * DSO 214.7 Implied Equity Value $4,759 Plus: Net Debt (est. as of Q3’24E) $706 Plus: Assumed TRA Payment 500 Implied Enterprise Value $5,966 Implied Premium Metric Premium Current $16.89 +31.3% 52-week High $25.16 (11.9%) 52-week Low $16.41 +35.1% 30-Day VWAP $18.90 +17.3% 60-Day VWAP $20.18 +9.9% 90-Day VWAP $21.00 +5.6% Implied Enterprise Value Multiples EV / Adjusted EBITDA (Management)(1) CY 2024E $277 21.5x NTM 309 19.3x CY 2025E 327 18.3x EV / Adjusted EBITDA (Consensus)(1) CY 2024E $270 22.1x NTM 288 20.7x CY 2025E 307 19.4x 2 Source: Picasso management and FactSet. (1) Unburdened by stock-based compensation expense. NTM EBITDA as of 6/30/24.

Illustrative Tax Receivable Payment Impact on Share Price Assumes headline enterprise value of $5,966mm and fully diluted share count of 214.7m Analysis at Various Scenarios of TRA Payout Illust. TRA Payment $500 $400 $300 $200 $100 – Offer Enterprise Value $5,966 $5,966 $5,966 $5,966 $5,966 $5,966 (Less): Net Debt (est. as of Q3’24E) (706) (706) (706) (706) (706) (706) (Less): TRA Payment (500) (400) (300) (200) (100) – Implied Equity Value $4,759 $4,859 $4,959 $5,059 $5,159 $5,259 / Diluted Shares Outstanding 214.7 214.7 214.7 214.7 214.7 214.7 Implied Price per Share $22.17 $22.64 $23.10 $23.57 $24.03 $24.50 Implied Premia at Various Share Prices Metric Current $16.89 +31.3% +34.0% +36.8% +39.5% +42.3% +45.1% 52-week High $25.16 (11.9%) (10.0%) (8.2%) (6.3%) (4.5%) (2.6%) 52-week Low $16.41 +35.1% +38.0% +40.8% +43.7% +46.5% +49.3% 30-Day VWAP $18.90 +17.3% +19.8% +22.2% +24.7% +27.2% +29.6% 60-Day VWAP $20.18 +9.9% +12.2% +14.5% +16.8% +19.1% +21.4% 90-Day VWAP $21.00 +5.6% +7.8% +10.0% +12.2% +14.5% +16.7% 3 Source: Picasso management and FactSet. Note: Units in millions, except per share amounts.

Bain Proposal – Sources & Uses Proposal Summary—Sources & Uses Uses Transaction Price $ 22.17 Common Shares 204.8 RSUs 7.2 MSUs 0.9 PSUs 0.5 Diluted Shares Outstanding 213.5 Equity Value $ 4,732 Plus: Net Debt (est. as of Q3’24E) 708 Plus: Assumed TRA Payment 500 Total Enterprise Value $ 5,940 Est. Fees & Expenses 180 Est. Cash to BS 50 Total Uses $ 6,170 Sources Est. Debt $2,175 Est. Deferred Cash Awards 192 Existing Shareholders $1,864 Bain + LPs 1,940 Equity $3,804 Total Sources $6,170 Source: Picasso management. Note: Units in millions, except per share amounts. As per sources and uses received 5/3/24. Diluted share count assumes MIUs extinguished in connection with proposed transaction. 4

Picasso Equity Performance Review

Source: Picasso filings and FactSet as of May 3, 2024. Note: Shows stock performance as of July 28, 2021. 6

Decomposition of Share Price Performance Since IPO to Current: Pre/Post COVID Perspective Picasso’s organic and inorganic growth have been more than offset by valuation pressure PWSC Price Peak Share â^† in Fwd â^† in EV / Capital Price at â^† in Fwd â^† in EV / Capital Current at IPO Price 9/03/21 Growth Est. EBITDA Structure 1/01/2023 Growth Est. EBITDA Structure 5/3/2024 NTM EBITDA $161 +$58 $219 +$63 $282 EV / NTM EBITDA 50.1x (25.4x) 24.7x (9.5x) 15.2x EV 8,055 5,414 4,285 Net Debt 805 629 799 Equity Value 7,234 4,786 3,486 Source: Picasso filings and FactSet as of May 3, 2024. 7

Wall Street Analyst Positioning Has Been Varied Peers utilized by Wall Street Analysts at IPO and in subsequent research coverage Source: Wall Street research. 8

Trading Performance Across Various Verticals Source: FactSet as of May 3, 2024. (1) Vertical Software includes Ncino, Appfolio, Aspen Technology, Guidewire, Q2, Tyler Technologies and Veeva. (2) EdTech / B2C Content includes Chegg, Coursera, Udemy. (3) Other Non-Vertical Software comprised of Intuit, SPS, Vertex and Descartes. (4) Exclude outlier multiples above >75x. 9

Picasso & Instructure Valuations Over Time 30.0x 1-Yr Avg: 16.5x 2-Yr Avg: 17.7x EBITDA 20.0x 17.2x 14.1x NTM 10.0x / EV 0.0x May-22 Nov-22 May-23 Nov-23 May-24 Wall Street Consensus $724 $661 $475 $530 Performance 2022 2023 2024 2025 Revenue Rev Growth 17.2% 11.6% 4.5%(1) 9.5% EBITDA $180 $214 $269 $298 EBITDA (%) 38% 40% 41% 41% NRR 106% 103% Picasso 30.0x 1-Yr Avg: 18.0x 2-Yr Avg: 19.0x 20.0x 19.0x 15.2x 10.0x 0.0x May-22 Nov-22 May-23 Nov-23 May-24 Wall Street Consensus $873 $789 $698 $631 2022 2023 2024 2025 12.9% 10.6% 13.1% 10.6% $196 $232 $270 $307 31% 33% 34% 35% 109% 107% Source: FactSet as of May 3, 2024. Note: Dollars in millions. (1) Instructure 2024 growth figure is pro forma for Parchment acquisition. 10

Valuation Perspectives

Overview of Valuation Methodologies Methodology Description 52-Week Range of closing share prices for Picasso stock over the 52 weeks ending 5/3/2024 Trading Range For Analyst Price targets for Picasso per recent Wall Street analyst research reports Reference Price Targets 1-day price premiums of announced or closed transactions with $1-10bn in implied Equity Value Premia Paid involving U.S. targets(1) Trading EV / NTM EBITDA unburdened by stock-based compensation expense Multiples Adj. EBITDA Multiples applied to Picasso Management Plan NTM EBITDA Precedent EV / NTM EBITDA unburdened by stock-based compensation expense Transactions Adj. EBITDA Multiples applied to Picasso Management Plan NTM EBITDA Discounted Cash Picasso Management Plan; includes value of TRA tax benefits retained by shareholders Flow Analysis Assumes terminal EBITDA multiples of 16.0x – 20.0x (Including Value of TRA Benefits) Weighted Average Cost of Capital of 12.5% – 15.5% Source: Picasso management, Wall Street research and FactSet. (1) Per S&P Capital IQ. Excludes transactions in the Energy, Materials, Financials, Utilities and Real Estate industries, and transactions with negative premium. 12

Picasso Valuation Analysis Methodology Relevant Metrics Implied Share Price Range 52-Week Low (5/5/2023) / Trading Range High (2/9/2024) $16.49 $25.02 For Analyst Low / Reference Price Targets High $25.00 $30.00 Premia Paid 15.0%—50.0% Premium $19.05 $24.85 Trading EV / NTM 18.0x – 22.0x NTM Adj. $22.45 $28.15 Multiples Adj. EBITDA EBITDA of $309mm Precedent EV / NTM 19.0x – 23.0x NTM Adj. $23.90 $29.55 Transactions Adj. EBITDA EBITDA of $309mm Discounted Cash WACC: 12.5% – 15.5% Flow Analysis Terminal NTM EBITDA $21.15 $32.80 (Including Value of TRA Benefits) Multiple: 16.0x – 20.0x $21.05 $32.65 Excl. TRA Excl. TRA Current: $16.58 Source: Picasso management, public filings, CapitalIQ, FactSet and Bloomberg. Note: Dollars in millions except per share amounts. Balance sheet as of 9/30/2024. Fully diluted share count per Picasso materials as of 6/30/24, inclusive of MIUs. EBITDA figures unburdened by stock-based compensation expense. Share prices rounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 6/30/24. 13 May-22 Sep-22 Feb-23 Jul-23 Dec-23 May-24

Share Price Performance Over Time L2Y Share Price Performance Source: FactSet as of May 3, 2024. Note: Prices indexed to Picasso as of May 3, 2022. 14

Research Analyst Price Targets Source: Wall Street research. (1) Indicates whether analyst explicitly treats TRA as debt. Prem. to Disc.TRA Valuation Methodology Curr. SP as Debt (1) 80.9% 22.0x EV / FY’25E EBITDA supported by DCF 80.9% 27.0x EV / FCF on Q5—Q8 estimates 80.9% 25.0x EV / CY’24E EBITDA 80.9% 25.4x EV / CY’24E EBITDA 74.9% 7.5x EV / CY’25E Revenue 68.9% 21.0x EV / CY’25E EBITDA 62.8% 8.0x EV / CY’24E Revenue 62.8% DCF (11.3% WACC, 3.5% TGR) 56.8% EV / EBITDA and EV / Sales 56.8% 7.5x EV / FY’25E Revenue 50.8% 26.3x EV/ CY’25E FCF 68.9% Hold 15

10 Year Management Plan Summary Actual Management Projections 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E Revenue $698 $788 $874 $975 $1,093 $1,231 $1,392 $1,531 $1,654 $1,769 $1,876 $1,969 % growth 10.6% 12.9% 10.9% 11.6% 12.1% 12.6% 13.1% 10.0% 8.0% 7.0% 6.0% 5.0% Adjusted Gross Profit $491 $559 $623 $701 $793 $900 $1,020 $1,125 $1,219 $1,306 $1,386 $1,457 R&D 87 98 106 116 126 138 152 165 174 177 183 187 S&M 109 122 132 143 157 174 192 207 219 225 230 236 G&A 62 62 59 64 70 75 81 86 90 93 96 98 Adj. EBITDA $232 $277 $327 $378 $439 $513 $595 $668 $736 $811 $878 $935 % margin 33.3% 35.1% 37.4% 38.8% 40.1% 41.7% 42.8% 43.7% 44.5% 45.9% 46.8% 47.5% Cash Flow Items â^† in Deferred Revenue 33 40 53 59 68 81 93 102 110 118 125 131 â^† in NWC (21) (18) (17) (20) (24) (28) (32) (35) (38) (41) (43) (46) Purchase of PP&E (2) (5) (5) (6) (7) (7) (8) (9) (10) (11) (11) (12) India Office Expansion – (5) – – – – – – – – – – Product Dev. Costs (39) (41) (44) (46) (49) (52) (59) (62) (64) (65) (65) (64) 16 Source: Picasso management. Note: Dollars in millions.

Selected Public Comparables CY’23A-‘25E CAGR EBITDA Mgn. EV / EBITDA Company Name Enterprise Value ($bn) Revenue EBITDA CY’24E NTM Picasso (Mgmt.) $4.3 11.9% 18.7% 35.1% 14.6x Picasso (Consensus) $4.3 11.8% 15.0% 34.2% 15.2x Veeva $29.5 14.5% 20.2% 39.6% 26.1x Tyler Technologies 20.9 9.3% 14.5% 26.7% 35.4x AspenTech 12.9 9.4% 5.7% 40.7% 25.7x Guidewire 9.4 11.4% 80.3% 13.5% 58.5x Appfolio 8.7 21.8% 60.9% 26.0% 39.4x CCC 7.9 9.1% 10.9% 41.4% 19.3x Q2 4.1 10.7% 38.7% 16.3% 32.7x Instructure(1) 3.9 7.0% 11.7% 40.7% 14.1x NCINO 3.6 15.0% 37.0% 17.0% 35.6x Docebo 1.3 22.3% 74.0% 15.0% 34.6x Peer Median 11.0% 28.6% 26.3% 33.6x % Discount—Picasso Cons. EV / NTM EBITDA vs. Peer Median (55%) Source: Picasso management, public filings and FactSet. Note: All figures in USD. Picasso balance sheet and share count figures reflect latest publicly available data. EBITDA figures unburdened by stock-based compensation expense. Debt figures reflect face value. Convertible notes treated on an as-converted basis. TRA liabilities not included as debt-like item. Excludes operating leases. CCC warrants treated as an equity instrument. NTM metrics reflect NTM as of 5/3/24. (1) Instructure enterprise value and growth figures are pro forma for Parchment acquisition. 17

Overview Of Various Vertical Addressable Markets Picasso Vertical / Use Case Focus K-12 K-12 + Real Estate Auto Financial Financial Life Sciences Public P&C Learning Industrial Higher Ed. Insurance Institutions Services Sector(1) Insurance Mgt. Automation Stated TAM $10.5bn $8bn $5bn—$9bn(2) $10bn+ $17bn $18.7bn $20bn+ $21bn ~$25bn $25bn ~$60bn(2) U.S. / Canada Global LMS + Residential units Digitizing Regional & Americas Commercial, 88k+ local “pure-play” N. Am $9.1bn Industrial $6bn Global and community Claims $6bn Community $10.3bn clinical, quality, govt. TAM for Automation Non-Trad. LMS association units Financial EMEA regulatory & insurance EMEA $8.4bn Institutions $6.1bn safety industry(2) +Int.’l $15bn + +$38bn (e.g., banks & APAC RoW $7.5bn Personal Ed. expansion + credit unions) $2.3bn $75bn Parchment Customer Profile 17,000 8,085 19,737 35,000 1,400+ 1,800 1,432 40k client 580 SMB, Mid- 3,000 customers customers customers customers customers customers customers installations customers Market, Large customers Enterprises Individual Higher Ed., 300 insurance, Regional & 13k client Insurance O&G, chemicals, schools, school continuing Ed., 29.5k collision community FIs locations companies E&C, Utilities, districts and K-12 districts repair, 5k part with ~22mm across size Metals & Mining, states(3) suppliers accounts spectrum Pharma Annual Revenue Per Customer ~$41k ~$65k ~$31k ~$25k ~$445k ~$265k ~$1,650k n/a ~$1,560k n/a ~$350k Source: Public filings, Wall Street research. (1) Includes: Public Administration, Courts & Public Safety, Schools, Data & Payments, Health & Human Services. (2) Per Wall Street research. (3) Representing over 80% of all K-12 students in the U.S. and Canada. 18

Multiple Evolution Over Time EV / NTM EBITDA Since Picasso IPO(1) Average EV / NTM EBITDA Name 2-Yr 1-Yr YTD Picasso 19.0x 18.0x 17.5x Peer Median 28.5x 29.7x 31.2x Mult. Discount (9.5x) (11.8x) (13.7x) % Discount (33%) (40%) (44%) Source: FactSet as of May 3, 2024 Note: Peer median includes Veeva, Tyler Technologies, AspenTech, Guidewire, Appfolio, CCC, Q2, Instructure, NCINO and Docebo. (1) Reflects period starting August 19, 2021 (date of first available estimate). 19

Selected Precedent Transactions Annc. TEV EV / NTM NTM EBITDA 2-Yr Fwd. Date Acquirer Target ($bn) Sales EBITDA Margin Sales CAGR 1/25/24 (1) Roper Technologies Procare $1.9 7.2x 19.6x 36.5% “Mid-Teens” 4/27/23 Deutsche Boerse SimCorp 3.9 6.4 26.4 24.1% 8.2% 8/30/22 (2) Roper Technologies Frontline 3.7 10.1 21.3 47.3% “High Single Digits” 4/7/22 Brookfield CDK Global 8.3 4.4 11.7 37.9% 5.9% 8/5/21 Clearlake Capital Group Cornerstone On Demand 5.2 5.9 15.9 37.2% 9.0% 2/10/21 Tyler Technologies NIC 2.3 4.7 18.5 25.2% 1.3% 2/4/21 Insight / Stone Point CoreLogic 6.0 4.6 12.7 36.4% 0.7% 12/21/20 Thoma Bravo RealPage 10.2 8.2 28.7 28.4% 10.9% 8/13/20 Roper Technologies Vertafore 5.4 9.1 18.4 49.2% n.a. 2/14/20(3) Thoma Bravo Instructure 2.0 6.2 na na 17.4% Mean 6.7x 19.2x 35.8% 7.6% Median 6.3 18.5 36.5% 8.2% Source: Public filings and materials, FactSet. (1) TEV and financial metrics per acquiror investor materials. TEV excludes $110mm of estimated tax benefits. NTM multiples based on figures for 12 month period ending 3/31/25. Including tax benefits, EV / NTM Sales would be 6.7x and EV / NTM EBITDA multiple would be 18.4x. Forward growth guidance per management commentary on 4/26/24. (2) TEV and financial metrics per acquiror investor materials. TEV excludes $350mm of estimated tax benefits. NTM multiples based on 2023E figures. Including the tax benefits, the EV / Sales multiple would be 9.1x and the EV / EBITDA multiple would be 19.3x. Growth outlook based on Wall Street analyst commentary. (3) TEV and financial metrics per acquiror investor materials. NTM multiples based on figures for 2021E. 20

Picasso Discounted Cash Flow Analysis Unlevered Free Cash Flow Detail Fiscal Year Ending December 31 Terminal FY’24(1) FY’25 FY’26 FY’27 FY’28 FY’29 FY’30 FY’31 FY’32 FY’33 FY’34 Year (NTM) Revenue $788 $874 $975 $1,093 $1,231 $1,392 $1,531 $1,654 $1,769 $1,876 $1,969 $2,068 % Growth 12.9% 10.9% 11.6% 12.1% 12.6% 13.1% 10.0% 8.0% 7.0% 6.0% 5.0% 5.0% Adj. EBITDA (Unburd. SBC) $277 $327 $378 $439 $513 $595 $668 $736 $811 $878 $935 $982 % Margin 35.1% 37.4% 38.8% 40.1% 41.7% 42.8% 43.7% 44.5% 45.9% 46.8% 47.5% 47.5% (-): Stock-Based Compensation (87) (96) (107) (120) (135) (153) (168) (182) (195) (206) (217) (-): Cash Taxes (excl. TRA) (28) (36) (46) (57) (72) (88) (102) (116) (133) (147) (160) +/(-): Change in NWC 22 35 39 44 54 61 67 72 77 82 86 (-): CapEx & Capitalized R&D (46) (49) (52) (56) (60) (68) (71) (74) (75) (76) (76) (-): Other (5) – – – – – – – – – – Unlevered Free Cash Flow $133 $181 $212 $250 $300 $347 $393 $436 $486 $530 $569 Enterprise Value ($bn) Share Price Exit Multiple Exit Multiple Discounted Cash 16.0x 18.0x 20.0x 16.0x 18.0x 20.0x Flow Sensitivities 12.5% $6.6 $7.2 $7.8 12.5% $27.25 $29.95 $32.65 (Excludes impact of TRA) WACC 14.0% 5.9 6.4 6.9 WACC 14.0% $23.95 $26.30 $28.65 15.5% 5.2 5.7 6.1 15.5% $21.05 $23.10 $25.15 Source: Picasso management. Note: Figures in $mm unless otherwise noted, except for per share figures. Picasso Balance sheet as of 9/30; share count as of 6/30/2024. EBITDA figures unburdened 21 by stock-based compensation expense. Assumes mid-year discounting. Excludes impact of TRA. Share prices rounded to nearest $0.05. (1) Assumes valuation date of 9/30/2024; discounted cash flows only Q4 cash flows from 2024. Q4’24 UFCF of $30mm.

Appendix

Picasso WACC Analysis Peer Unlevered Beta Market Debt / Beta(1) Company Debt Cap. Equity Levered Unlevered Q2 $495 $3,907 13% 1.98 1.81 NCINO 54 3,647 1% 1.80 1.78 Docebo – 1,409 0% 1.59 1.59 Appfolio – 8,937 0% 1.36 1.36 Tyler Technologies 600 20,508 3% 1.37 1.34 Veeva – 33,541 0% 1.33 1.33 Guidewire 400 9,897 4% 1.24 1.20 Instructure (5) 1,326 2,947 18% 0.77 0.68 CCC 782 7,264 11% 0.71 0.66 AspenTech – 12,982 0% 0.64 0.64 Peer Median 2% 1.34 1.34 Memo: Picasso $838 $3,486 24% 1.14 0.97 WACC Sensitivity Debt / Unlevered Beta Sensitivity Equity 1.00 1.09 1.18 1.26 1.35 –% 12.9% 13.5% 14.1% 14.8% 15.4% 10% 12.7% 13.3% 13.9% 14.5% 15.2% 20% 12.6% 13.2% 13.8% 14.4% 15.0% 30% 12.5% 13.1% 13.6% 14.2% 14.8% WACC Calculation Cost of Equity 20Y U.S. Treasury Yield 4.8% Unlevered Beta 1.34 Target Debt / Equity 2% Levered Beta 1.36 LT U.S. Historical Risk Premium(2) 7.2% Size Premium(2) 1.0% Cost of Equity 15.4% Cost of Debt Pre-Tax Cost of Debt(3) 7.7% Tax Rate 25.0% After-Tax Cost of Debt 5.7% Memo: Debt / Capital 2% WACC(4) 15.2% Source: Picasso management, KPMG, public filings, FactSet and Bloomberg. Note: Figures in $mm unless otherwise noted, except for per share figures. Picasso Balance sheet and share count as of 6/30/2024; does not include TRA liability. (1) Represents two-year unadjusted weekly average beta. Unlevered betas assume 25% tax rate for each company, except for Docebo which assumes 26.5%. (2) Duff & Phelps, 2023. Size premium reflects companies with market capitalization between $3.0bn and $4.6bn. (3) Reflects BofA B corporate index effective yield. (4) WACC equals ((debt / capitalization * (cost of debt * (1 – tax rate))) + (equity / capitalization * levered cost of equity)). (5) Current Instructure debt pro forma for Parchment acquisition; debt to equity metric (and corresponding unlevered beta calculation) reflects average debt to equity over prior 8 quarters. 23

TRA Benefit Discounted Cash Flow Analysis Reflects tax benefits of asset step-up during IPO captured through Picasso’s modified Up-C structure; Class A Shareholders retain 15% of TRA tax benefits Cash Flow Benefit of Tax Receivable Agreement (TRA) Fiscal Year Ending December 31 FY’24 (1) FY’25 FY’26 FY’27 FY’28 FY’29 FY’30 FY’31 FY’32 FY’33-‘44 Total TRA Benefit $20 $22 $33 $42 $46 $33 $28 $20 $14 $99 x 15% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% TRA Benefit to Shareholders $3 $3 $5 $6 $7 $5 $4 $3 $2 $15 TRA Benefit to Shareholders—Sensitivities Present Value (2) Value Per Share ($mm) 12.5% $27 $0.13 WACC 14.0% 26 $0.13 15.5% 24 $0.12 Source: Picasso Tax Asset Projection. Note: Dollars in millions. Illustrative valuation date of 9/30/2024. Assumes mid-year discounting. 24 (1) Assumes valuation date of 9/30/2024; TRA benefit calculation only includes Q4 cash flows from 2024. Assumes FY’24 TRA benefit evenly prorated across the year. (2) Assumes value per share based on Picasso basic shares outstanding as of 6/30/24.

1-Day Premiums Over Time Reflects announced or closed transactions involving U.S. targets since 2014 Includes only transactions where implied equity between is between $1bn and $10bnExcludes transactions in Energy, Materials, Financials, Utilities and Real Estate industries 1-Day Premium(1) – N = 398 Source: S&P Capital IQ as of May 3, 2024. Note: Screening criteria includes all cash announced and closed transactions involving U.S. targets, where the implied equity value is between $1bn and $10bn. Sample set excludes transactions in the Energy, Materials, Financials, Utilities and Real Estate industries. Also excludes transactions where premium was negative. 25

Quarterly Cash Flow and Balance Sheet Trends Source: Picasso filings, Picasso management. (1) $300mm acq. of SchoolMessenger closed in Q4’23. 26

Projections vs. Consensus: Key Items Source: Picasso management and FactSet as of May 3, 2024. Note: Dollars in millions. (1) Reflects average of Goldman Sachs, UBS and Barclays 2026 estimates. 27

Picasso Quarterly Performance vs. Street Consensus (Since IPO) 28

Source: Picasso filings and FactSet. Note: Dollars in millions. Picasso Capitalization Summary Picasso Capitalization Summary (Share Count as of 6/30/24; Balance Sheet as of 9/30/24) Price Per Share (Current) $22.17 Basic Shares Outstanding (mm) 204.1 Restricted Stock Units 7.9 Issue / Participation Performance Stock Units Amount Payout Factor 0.5 Threshold Market-Share Units—Tranche 1 0.5 $ 19.48 1.14x 0.5 Market-Share Units—Tranche 2 0.4 $ 20.90 1.06x 0.4 Management Incentive Units 2.7 $ 12.11 n.m. 1.2 Fully Diluted Shares Outstanding 214.7 Equity Value ($mm) $4,759 29

Source: Picasso management. Note: Figures in $mm unless otherwise noted, except for per share figures. Current Picasso Structure Note: The figures and structure chart are approximate and for illustrative purposes only, and have been derived from Picasso’s prospectus dated July 27, 2021, Picasso’s 30 Schedule 14A, dated as of April 4, 2024 and the organizational chart provided in Picasso’s virtual data room. (1) Numerous blocker entities sit between the Company and the LLC.

Exhibit (C)(xi)

Project Picasso Confidential Discussion Materials Prepared for the Special Committee of the Board of Directors June 2024

Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Picasso in connection with its evaluation of a proposed sale of Picasso and for no other purpose. The information contained herein is based upon information supplied by or on behalf of Picasso and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Picasso. Centerview has relied upon the accuracy and completeness of the foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Picasso or any other entity, or concerning the solvency or fair value of Picasso or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Picasso as to the future financial performance of Picasso, and at your direction Centerview has relied upon such forecasts, as provided by Picasso’s management, with respect to Picasso. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Picasso. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Picasso (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Picasso or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1

Overview of Bain Proposal Submitted 6/2/2024 Share Price $22.80 * DSO 214.8 Implied Equity Value $4,897 Plus: Net Debt (Q3’24E) $708 Implied Enterprise Value $5,605 Metric Premium Unaffected Price (5/7/24) $16.64 +37.0% 52-week High (Unaffected) $25.02 (8.9%) 52-week Low (Unaffected) $16.58 +37.5% 10-Day VWAP (Unaffected) $17.01 +34.0% 30-Day VWAP (Unaffected) $18.58 +22.7% 60-Day VWAP (Unaffected) $19.91 +14.5% 90-Day VWAP (Unaffected) $20.74 +10.0% Memo: Current Price $22.24 +2.5% EV / Adjusted EBITDA (Consensus)(1) CY 2024E $270 20.8x NTM (as of 6/30/24) 288 19.4x CY 2025E 307 18.3x EV / Adjusted EBITDA (Management)(1) CY 2024E $277 20.2x NTM (as of 6/30/24) 309 18.2x CY 2025E 327 17.1x Memo: No TRA Liability to be Paid Source: Picasso management, Bloomberg and FactSet as of June 5, 2024. 2 Note: Picasso DSO as of 6/4/24 and balance sheet as of 9/30/24 per Picasso management estimate (balance sheet conforms to proposal letter). (1) Unburdened by stock-based compensation expense. NTM EBITDA as of 6/30/24.

Overview of Valuation Methodologies Methodology Description 52-Week ? Range of closing share prices for Picasso stock over the 52 weeks ending 5/7/2024 (unaffected date) Trading Range Analyst ? Price targets for Picasso per recent Wall Street analyst research reports as of latest available date Price Targets ? 1-day price premiums of announced or closed transactions with $1-10bn in implied Equity Value Premia Paid involving U.S. targets(1) EV / NTM ? EBITDA unburdened by stock-based compensation expense Adj. EBITDA ? Multiples applied to Picasso Management Plan NTM EBITDA EV / NTM ? EBITDA unburdened by stock-based compensation expense Adj. EBITDA ? Multiples applied to Picasso Management Plan NTM EBITDA ? Picasso Management Plan; includes value of TRA tax benefits retained by shareholders ? Assumes terminal EBITDA multiples of 15.0x – 19.0x ? Weighted Average Cost of Capital of 12.25% – 15.25% 3 Source: Picasso management, Wall Street research, FactSet and Bloomberg. (1) Per S&P Capital IQ. Excludes transactions in the Energy, Materials, Financials, Utilities and Real Estate industries, and transactions with negative premium.

Picasso Valuation Analysis Methodology Relevant Metrics Implied Share Price Range Low (5/3/2024) / 52-Week High (2/9/2024) $16.58 $25.02 Trading Range (Unaffected Date) Analyst Low / High $20.00 $31.00 Price Targets (Latest Available Reports) 15.0%—50.0% Premium Premia Paid $19.15 $24.95 (to Unaffected Price) EV / NTM 17.0x – 21.0x NTM Adj. $21.15 $26.85 Adj. EBITDA EBITDA of $309mm EV / NTM 18.0x – 22.0x NTM Adj. $22.60 $28.25 Adj. EBITDA EBITDA of $309mm WACC: 12.25% – 15.25% Terminal NTM EBITDA $21.65 $33.80 Multiple: 15.0x – 19.0x Bain Proposal 6/2/2024 $22.80 Source: Picasso management, public filings, CapitalIQ, FactSet and Bloomberg. Note: Dollars in millions except per share amounts. Balance sheet as of 9/30/2024 per Picasso management estimate. Fully diluted share count as of 6/4/24 inclusive of 4 MIUs. EBITDA figures unburdened by stock-based compensation expense. Share prices rounded to nearest $0.05, except for 52-week trading range. NTM metrics reflect NTM as of 6/30/24.

Share Price Performance Over Time Indexed Share Price Performance – Two Years Prior to Unaffected Date $32 $30 $28 $26 Picasso 52-Week High (2/9/24): $25.02 Current (Memo): $24 $22.24 $22 +66% $20 +48% $18 +34% $16.64 $16 Picasso 52- +24% $14 Week Low $13.42 (5/3/24): Picasso $12 $16.58 unaffected price $10 $8 $6 $4 $2 Picasso S&P 500 NASDAQ $0 May-22 Oct-22 Mar-23 Aug-23 Jan-24 Jun-24 5 Source: FactSet as of June 5, 2024. Note: Prices indexed to Picasso as of May 9, 2022. Unaffected date as of May 7, 2024.

Research Analyst Price Targets As of 5/7/24 Prem. to Pre Earnings Broker Price Target Valuation Methodology Unaff. SP Price Targets $31.00 86.3% 23.5x EV / CY’25E EBITDA $30.00 $30.00 80.3% 22.0x EV / FY’25E EBITDA supported by DCF $30.00 $27.00 62.3% DCF (11.7% WACC, 3.5% TGR) $27.00 24.0x EV / FCF on Q5—Q8 estimates $26.00 56.3% $30.00 Lowered from 27x based on lower peer multiples $26.00 56.3% 7.5x EV / FY’24E Revenue $26.00 $25.00 50.2% EV / CY’24E EBITDA $30.00 6.5x EV / CY’25E Revenue $24.00 44.2% $29.00 Downward revision given peer group multiple compression 18.0x EV / CY’25E EBITDA $23.00 38.2% $28.00 Reduced multiple from 21x CY’25E EBITDA 7.0x EV / CY’24E Revenue $22.00 32.2% $27.00 Lowered from 8x based on peer group multiple contraction $22.00 32.2% 18x EV / ‘25E EBITDA and 27x EV / ‘25E FCF $26.00 21.6x EV/ CY’25E FCF $20.00 20.2% $25.00 Multiple based on regression of peers Median $25.00 50.2% Buy Hold 6 Source: Wall Street research, Bloomberg and FactSet.

10 Year Management Plan Summary FY’23A FY’24 FY’25 FY’26 FY’27 FY’28 FY’29 FY’30 FY’31 FY’32 FY’33 FY’34 Revenue $698 $788 $874 $975 $1,093 $1,231 $1,392 $1,552 $1,707 $1,852 $1,977 $2,076 % Growth 10.6% 12.9% 10.9% 11.6% 12.1% 12.6% 13.1% 11.5% 10.0% 8.5% 6.7% 5.0% Adjusted Gross Profit $491 $559 $623 $701 $793 $900 $1,020 $1,141 $1,258 $1,367 $1,461 $1,536 % Margin 70.4% 70.9% 71.3% 71.9% 72.5% 73.1% 73.3% 73.5% 73.7% 73.8% 73.9% 74.0% R&D $87 $98 $106 $116 $126 $138 $152 $167 $179 $185 $193 $197 S&M 109 122 132 143 157 174 192 210 226 235 242 249 G&A 62 62 59 64 70 75 81 87 93 97 101 104 Adj. EBITDA (Unburd. SBC) $232 $277 $327 $378 $439 $513 $595 $677 $760 $849 $925 $986 % Margin 33.2% 35.1% 37.4% 38.8% 40.1% 41.7% 42.8% 43.7% 44.5% 45.9% 46.8% 47.5% Stock-Based Compensation 63 87 96 107 120 135 153 171 188 204 218 228 D&A 130 146 156 154 155 155 165 155 152 150 147 144 Δ Deferred Revenue 33 40 53 59 68 81 93 103 114 123 132 138 Δ NWC (21) (18) (17) (20) (24) (28) (32) (36) (39) (43) (46) (48) Capital Expenditures 2 5 5 6 7 7 8 9 10 11 12 12 Capitalized R&D 39 41 44 46 49 52 59 63 66 68 68 67 Other(1) – 10 – – – – – – – – – – Source: Picasso management. 7 Note: Dollars in millions. Reflects management forecast received by Centerview on 5/6/24. (1) Includes India office expansion and incremental Q4’24 $5mm payment related to SchoolMessenger acquisition.

Selected Public Comparables Company Name Enterprise Value ($bn) Revenue EBITDA CY’24E NTM Picasso (Mgmt., Unaffected) $4.3 11.9% 18.7% 35.1% 14.6x Picasso (Consensus, Unaffected) $4.3 11.9% 15.1% 34.2% 15.2x Veeva $25.1 13.4% 19.9% 40.0% 22.0x Tyler Technologies 21.6 9.3% 14.5% 26.6% 36.1x AspenTech 13.3 8.5% 5.3% 40.3% 26.8x Guidewire 10.5 11.5% 76.5% 13.9% 62.5x Appfolio 8.4 22.1% 63.1% 26.2% 36.6x CCC 8.3 9.1% 10.9% 41.4% 20.3x Instructure (Unaffected)(1) 4.2 7.1% 12.7% 41.2% 14.6x Q2 4.1 10.8% 38.9% 16.3% 32.1x NCINO 3.6 14.6% 38.5% 17.3% 33.7x Docebo 1.1 18.3% 68.1% 15.2% 28.1x Peer Median 11.2% 29.2% 26.4% 30.1x % Discount—Picasso Cons. EV / NTM EBITDA vs. Peer Median (50%) Source: Picasso management, public filings and FactSet as of June 5, 2024. Note: All figures in USD. Picasso balance sheet and share count figures as of 10-K filing on 3/1/24; share price and estimates as of 5/7/24. EBITDA figures unburdened by stock-based compensation expense. Debt figures reflect face value. Convertible notes treated as equity if current stock price is above conversion price and as debt if below. TRA liabilities not included as debt-like item. Excludes operating leases. Peer NTM metrics reflect NTM as of 6/5/24, except for Instructure 8 which reflects NTM as of unaffected date (5/17/24). (1) Instructure growth figures are pro forma for Parchment acquisition. All metrics as of unaffected date (5/17/24); current affected multiple is 15.7x.

Multiple Evolution Over Time EV / NTM EBITDA – Two Years to Unaffected Date 60x Picasso Peer Median Instructure L2Y L1Y YTD Picasso 20.6x 20.0x 19.1x Peer Median 29.2x 30.7x 31.0x 50x Mult. Discount (8.6x) (10.7x) (12.0x) % Discount (30%) (35%) (39%) Memo: Instructure 18.0x 17.0x 15.1x 40x Memo: % Prem. +15% +18% +26% Peer current multiple 30x 30.1x 29.8x Picasso unaffected 20x mult. (5/7/24) 18.5x 16.1x 15.2x 14.6x INST unaffected 10x mult. (5/17/24) 0.0x May-22 Oct-22 Mar-23 Aug-23 Jan-24 Jun-24 Source: FactSet as of June 5, 2024 Note: Peer median includes Veeva, Tyler Technologies, AspenTech, Guidewire, Appfolio, CCC, Q2, Instructure, NCINO and Docebo. Unaffected date as of May 7, 9 2024. Excludes peer multiples that are negative or higher than 125x. Instructure multiple held constant after 5/17/24 (unaffected date). Instructure multiple includes impact of Parchment acquisition from the first day that consensus includes Parchment in EBITDA estimates (2/21/24).

Selected Precedent Transactions Annc. TEV NTM EBITDA 2-Yr Fwd. Date Acquirer Target ($bn) Sales EBITDA Margin Sales CAGR (1) (1) 1/25/24 Roper Technologies Procare $1.8 6.7x 18.4x 36.5% “Mid-Teens” 4/27/23 Deutsche Boerse SimCorp 4.3 6.4 26.4 24.1% 8.2% 8/30/22 Roper Technologies Frontline 3.4 9.1(2) 19.3(2) 47.3% “High Single Digits” 4/7/22 Brookfield CDK Global 8.2 4.4 11.7 37.9% 5.9% 8/5/21 Clearlake Capital Group Cornerstone On Demand 5.3 5.9 15.9 37.2% 9.0% 2/10/21 Tyler Technologies NIC 2.1 4.7 18.5 25.2% 1.3% 2/4/21 Insight / Stone Point CoreLogic 7.7 4.6 12.7 36.4% 0.7% 12/21/20 Thoma Bravo RealPage 10.4 8.2 28.7 28.4% 10.9% (3) 8/13/20 Roper Technologies Vertafore 5.4 9.1 18.4 49.2% n.a. 2/14/20 Thoma Bravo Instructure 1.9 6.1 n.a. n.a. 17.4% Mean 6.5x 18.9x 35.8% 7.6% Median 6.3 18.4 36.5% 8.2% Source: Public filings and materials, FactSet. (1) TEV and financial metrics per acquiror investor materials. TEV includes $110mm of estimated tax benefits. NTM multiples based on figures for 12 month period ending 3/31/25. Excluding tax benefits, EV / NTM Sales would be 7.2x and EV / NTM EBITDA multiple would be 19.6x. Forward growth guidance per management commentary on 4/26/24. (2) TEV and financial metrics per acquiror investor materials. TEV includes $350mm of estimated tax benefits. NTM multiples based on 2023E figures. Excluding the 10 tax benefits, the EV / Sales multiple would be 10.1x and the EV / EBITDA multiple would be 21.3x. Growth outlook based on Wall Street analyst commentary. (3) TEV and financial metrics per acquiror investor materials. NTM multiples based on figures for 2021E.

Picasso Discounted Cash Flow Analysis FY’24(1) FY’25 FY’26 FY’27 FY’28 FY’29 FY’30 FY’31 FY’32 FY’33 FY’34 NTM Revenue $788 $874 $975 $1,093 $1,231 $1,392 $1,552 $1,707 $1,852 $1,977 $2,076 $2,180 % Growth 12.9% 10.9% 11.6% 12.1% 12.6% 13.1% 11.5% 10.0% 8.5% 6.7% 5.0% 5.0% Adj. EBITDA (Unburd. SBC) $277 $327 $378 $439 $513 $595 $677 $760 $849 $925 $986 $1,036 % Margin 35.1% 37.4% 38.8% 40.1% 41.7% 42.8% 43.7% 44.5% 45.9% 46.8% 47.5% 47.5% (-): Stock-Based Compensation (87) (96) (107) (120) (135) (153) (171) (188) (204) (218) (228) (-): Cash Taxes (excl. TRA) (28) (36) (46) (57) (72) (88) (104) (121) (141) (157) (170) +/(-): Change in NWC 22 35 39 44 54 61 68 74 81 86 90 (-): CapEx & Capitalized R&D (46) (49) (52) (56) (60) (68) (72) (76) (79) (80) (80) (-): Other(2) (10) – – – – – – – – – – Unlevered Free Cash Flow $128 $181 $212 $250 $300 $347 $398 $449 $507 $557 $598 Discounted 15.0x 17.0x 19.0x 15.0x 17.0x 19.0x 15.0x 17.0x 19.0x Cash Flow Sensitivities 12.25% $6.7 $7.3 $8.0 12.25% $27.85 $30.80 $33.70 12.25% 7.8% 8.3% 8.7% (Excludes impact of TRA) 13.75% 6.0 6.5 7.1 13.75% $24.50 $27.00 $29.55 13.75% 9.3% 9.8% 10.2% 15.25% 5.3 5.8 6.3 15.25% $21.55 $23.75 $26.00 15.25% 10.7% 11.2% 11.6% Source: Picasso management. Note: Figures in $mm unless otherwise noted, except for per share figures. Picasso balance sheet as of 9/30/24 per Picasso management estimate and share count as of 6/4/24. EBITDA figures unburdened by stock-based compensation expense. Assumes mid-year discounting. Excludes impact of TRA. Share prices rounded to nearest $0.05. (1) Assumes valuation date of 9/30/2024; discounted cash flows only include Q4 cash flows from 2024. Q4’24 UFCF of $26mm. 11 (2) Includes India office expansion and incremental Q4’24 $5mm payment related to SchoolMessenger acquisition. (3) Implied perpetuity growth rate calculated based on FY’34E unlevered free cash flow.

Appendix

Picasso WACC Analysis Market Debt / Beta(1) Company Debt Cap. Equity Levered Unlevered Cost of Equity Q2 $495 $3,953 13% 2.07 1.89 20Y U.S. Treasury Yield 4.5% NCINO 54 3,641 1% 1.88 1.86 Unlevered Beta 1.35 Veeva – 29,867 0% 1.48 1.48 Target Debt / Equity 1% Docebo – 1,155 0% 1.44 1.44 Levered Beta 1.36 Tyler Technologies 600 21,165 3% 1.43 1.40 LT U.S. Historical Risk Premium(2) 7.2% Appfolio – 8,650 0% 1.31 1.31 Size Premium(2) 1.0% Guidewire – 11,450 0% 1.31 1.31 Cost of Equity 15.2% AspenTech – 13,463 0% 0.70 0.70 Instructure (Unaffect.) (5) 1,173 3,072 18% 0.75 0.67 Cost of Debt CCC 782 7,744 10% 0.70 0.65 Pre-Tax Cost of Debt(3) 7.4% Peer Median 1% 1.37 1.35 Tax Rate 25.0% Picasso (Unaffected) $838 $3,499 24% 1.14 0.97 After-Tax Cost of Debt 5.5% Memo: Debt / Capital 1% WACC(4) 15.2% Debt / Unlevered Beta Sensitivity Equity 1.00 1.09 1.18 1.26 1.35 –% 12.6% 13.3% 13.9% 14.5% 15.2% 10% 12.5% 13.1% 13.7% 14.3% 15.0% 20% 12.4% 13.0% 13.6% 14.2% 14.8% 30% 12.2% 12.8% 13.4% 14.0% 14.6% Source: Picasso management, KPMG, public filings, Bloomberg and FactSet as of June 5, 2024. Note: Figures in $mm unless otherwise noted, except for per share figures. Picasso balance sheet and share count figures as of 10-K filing on 3/1/24; Picasso beta as of unaffected date (5/7/2024). (1) Represents two-year unadjusted weekly average beta. Unlevered betas assume 25% tax rate for each company, except for Docebo which assumes 26.5%. (2) Duff & Phelps, 2023. Size premium reflects companies with market capitalization between $3.0bn and $4.6bn. (3) Reflects BofA B corporate index effective yield. (4) WACC equals ((debt / capitalization * (cost of debt * (1 – tax rate))) + (equity / capitalization * levered cost of equity)). (5) 13 Instructure debt to equity metric (and corresponding unlevered beta calculation) reflects average debt to equity over prior 8 quarters. INST beta as of INST unaffected date (5/17/2024).

TRA Benefit Discounted Cash Flow Analysis Reflects tax benefits of asset step-up during IPO captured through Picasso’s modified Up-C structure; Class A Shareholders retain 15% of TRA tax benefits (1) FY’24 FY’25 FY’26 FY’27 FY’28 FY’29 FY’30 FY’31 FY’32 FY’33-‘44 Total TRA Benefit $20 $22 $33 $42 $46 $33 $28 $20 $14 $99 x 15% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% 15.0% TRA Benefit to Shareholders $3 $3 $5 $6 $7 $5 $4 $3 $2 $15 Present Value (2) Value Per Share ($mm) 12.25% $28 $0.14 13.75% 26 $0.13 15.25% 25 $0.12 Source: Picasso Tax Asset Projection. Note: Dollars in millions. Illustrative valuation date of 9/30/2024. Assumes mid-year discounting. 14 (1) Assumes valuation date of 9/30/2024; TRA benefit calculation only includes Q4 cash flows from 2024. Assumes FY’24 TRA benefit evenly prorated across the year. (2) Assumes value per share based on Picasso basic shares outstanding as of 6/4/24.

1-Day Premiums ? Reflects announced or closed transactions involving U.S. targets since 2014 ? Includes only transactions where implied equity between is between $1bn and $10bn ? Excludes transactions in Energy, Materials, Financials, Utilities and Real Estate industries 1-Day Premium(1) – N = 405 48% 24% 13% 25th Percentile Median 75th Percentile Source: S&P Capital IQ as of June 5, 2024. 15 Note: Screening criteria includes all cash announced and closed transactions involving U.S. targets, where the implied equity value is between $1bn and $10bn. Sample set excludes transactions in the Energy, Materials, Financials, Utilities and Real Estate industries. Also excludes transactions where premium was negative.

Quarterly Cash Flow and Balance Sheet Trends $220 $277 $174 $187 Cash Flow $42 $43 $52 $20 from ($16) ($33) ($26) ($65) ($60) ($90) Operating Activities Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1A Q2 Q3 Q4 2021A 2022A 2023A 2024E $165 $125 $70 Revolver $30 $10 $10 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1A Q2 Q3 Q4 2021A 2022A 2023A 2024E $838 $838 $836 $834 $832 $830 $754 $752 $750 $748 $746 $744 $742 $740 Term Loan Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1A Q2 Q3 Q4 2021A 2022A 2023A 2024E $802 $799 $943 $988 $663 $665 $756 $678 $722 $708 $677 $637 $607 $525 Net Debt Δ = ($165) Δ = ($197) Δ = ($280) Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1A Q2 Q3 Q4 2021A 2022A 2023A 2024E 16 Source: Picasso filings, Picasso management.

Picasso Capitalization Summary Price Per Share (Offer) $22.80 Basic Shares Outstanding (mm) 203.7 Restricted Stock Units 8.3 Issue / Participation Performance Stock Units Amount Payout Factor 0.5 Threshold Market-Share Units—Tranche 1 0.5 $19.48 1.17x 0.6 Market-Share Units—Tranche 2 0.4 $20.90 1.09x 0.4 Management Incentive Units 2.7 $12.11 n.m. 1.3 Fully Diluted Shares Outstanding 214.8 Equity Value ($mm) $4,897 17 Source: Picasso management. Note: Figures in $mm unless otherwise noted, except for per share figures. Share count as of 6/4/24.

Exhibit 107

CALCULATION OF FILING FEE TABLES

SC 13E3

(Form Type)

PowerSchool Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Value

Table 2: Fee Offset Claims and Sources

2