ESMT EngageSmart 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

ENGAGESMART, INC.

(Name of the Issuer)

EngageSmart, Inc.

Icefall Merger Sub, Inc.

Icefall Parent, LLC

Vista Equity Partners Fund VIII, L.P.

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

Vista Equity Partners Fund VIII-B, SCSp

Vista Equity Partners Fund VIII GP, L.P.

VEPF VIII GP, LLC

Robert F. Smith

General Atlantic, L.P.

General Atlantic Partners 100, L.P.

General Atlantic Partners (Bermuda) EU, L.P.

GAP Coinvestments III, LLC

GAP Coinvestments IV, LLC

GAP Coinvestments V, LLC

GAP Coinvestments CDA, L.P.

General Atlantic (SPV) GP, LLC

General Atlantic GenPar (Bermuda), L.P.

General Atlantic GenPar, L.P.

GAP (Bermuda) L.P.

General Atlantic (IC), L.P.

General Atlantic (IC) SPV, L.P.

(Names of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29283F103

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Number 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.

TABLE OF CONTENTS

INTRODUCTION

This Transaction Statement on Schedule 13E-3 (this “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) EngageSmart, Inc., a Delaware corporation (“EngageSmart” or the “Company”) and the issuer of the common stock, par value $0.001 per share (the “Company common stock”) that is the subject of the Rule 13e-3 transaction; (2) Icefall Parent, LLC, a Delaware limited liability company (“Parent”); (3) Icefall Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”); (4) Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership; (5) Vista Equity Partners Fund VIII-A, L.P. a Delaware limited partnership; (6) Vista Equity Partners Fund VIII-B, SCSp, a Luxembourg special limited partnership; (7) Vista Equity Partners Fund VIII GP, L.P., a Delaware limited partnership; (8) VEPF VIII GP, LLC, a Delaware limited liability company; (9) Robert F. Smith; (10) General Atlantic, L.P., a Delaware limited partnership (“GA LP”); (11) General Atlantic (IC), L.P., a Delaware limited partnership (“GA IC”); (12) General Atlantic (IC) SPV, L.P., a Delaware limited partnership (“GA IC SPV”, and together with GA IC, the “GA IC Funds”); (13) General Atlantic Partners 100, L.P., a Delaware limited partnership (“GAP 100”); (14) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (“GAP Bermuda EU”); (15) GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”); (16) GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”); (17) GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); (18) GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”); (19) General Atlantic (SPV) GP, LLC, a Delaware limited liability company (“GA SPV”); (20) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”); (21) General Atlantic GenPar, L.P., a Delaware limited partnership (“GA GenPar”) and (22) GAP (Bermuda) L.P., a Bermuda exempted limited partnership (“GAP Bermuda LP”, and together with GA LP, GA IC, GA IC SPV, GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA SPV, GenPar Bermuda and GA GenPar, “General Atlantic”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated October 23, 2023 (including all exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to time, the “Merger Agreement”), by and among EngageSmart, Parent and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into EngageSmart (the “Merger”), with EngageSmart surviving the Merger and becoming a wholly owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), (1) each share of Company common stock issued and outstanding at the Effective Time (other than shares held by (a) the Company, the Buyer Parties and any of their respective subsidiaries (including the shares of Company common stock rolled over by General Atlantic pursuant to its Support Agreement (as defined below)) (the “Owned Company Shares”) and (b) stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly demanded appraisal of such shares of Company common stock pursuant to, and in accordance with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $23.00, without interest thereon and subject to any applicable withholding taxes and (2) each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor. Upon completion of the Merger, Company common stock will no longer be publicly traded, and the Company’s stockholders (other than General Atlantic indirectly) will cease to have any ownership interest in the Company.

In connection with entering into the Merger Agreement, on October 23, 2023, (1) Parent and EngageSmart entered into support agreements with (a) the GA IC Funds and (b) Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. (the “Summit Funds”) (together, the “Support Agreements”). Pursuant to the Support Agreements, the GA IC Funds and the Summit Funds, among other things, agreed to vote all of their shares of Company common stock in favor of the adoption of the Merger Agreement and the approval of the Merger and against any other action, agreement or proposal which would reasonably be expected to prevent, materially impair or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contained in the Support Agreements. In addition, the GA IC

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Funds agreed to contribute to a direct or indirect parent company of Parent a portion of their holdings of Company common stock in exchange for equity interests in such a direct or indirect parent company of Parent. As a result of the Merger, the shares of Company common stock contributed to such direct or indirect parent company of Parent by the GA IC Funds will be cancelled and extinguished without any conversion thereof or consideration paid therefor along with the other Owned Company Shares.

The board of directors of the Company (the “Board”) formed a special committee of the Board comprised solely of independent and disinterested directors (the “Special Committee”) to evaluate and negotiate a possible sale transaction involving the Company and other strategic alternatives and provide a recommendation to the Board as to whether or not to approve any such transaction. The Special Committee, as more fully described in the preliminary Proxy Statement, evaluated the Merger, with the assistance of its own independent financial and legal advisors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on October 23, 2023, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of EngageSmart and the Unaffiliated Stockholders (as defined below), (2) recommended that the Board approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Unaffiliated Stockholders adopt the Merger Agreement. “Unaffiliated Stockholders” means the holders of Company common stock, excluding those shares of Company common stock held, directly or indirectly, by or on behalf of (1) Vista Equity Partners Management, LLC, a Delaware limited liability company, its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (2) GA LP, its investment fund affiliates, its portfolio companies majority owned by such investment fund affiliates and those members of the Board who are employees of GA LP or one of its investment fund affiliates, and (3) any person that EngageSmart has determined to be an “officer” of EngageSmart within the meaning of Rule 16a-1(f) of the Exchange Act.

The Board, acting upon the recommendation of the Special Committee, unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of EngageSmart and its stockholders, (2) approved the execution and delivery of the Merger Agreement by EngageSmart, the performance by EngageSmart of its covenants and other obligations in the Merger, and the consummation of the Merger Agreement upon the terms and conditions set forth therein, and (3) resolved to recommend that EngageSmart’s stockholders adopt the Merger Agreement.

The Merger cannot be completed without the affirmative vote of (1) the holders of a majority of the outstanding shares of Company common stock; and (2) the holders of a majority of the outstanding shares of Company common stock held by the Unaffiliated Stockholders, in each case, to adopt the Merger Agreement.

Concurrently with the filing of this Transaction Statement, the Company is filing a proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act with the SEC, pursuant to which the Company is soliciting proxies from the Company’s stockholders in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A. As of the date hereof, the Proxy 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 Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy 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 Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any of the Filing Persons and/or their respective affiliates.

The information concerning the Company contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

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SCHEDULE 13E-3 ITEMS

Item 1. Summary Term Sheet

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

“Summary Term Sheet”

“Questions and Answers”

Item 2. Subject Company Information

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

“Summary Term Sheet—The Parties to the Merger”

“The Parties to the Merger—EngageSmart”

“Important Information Regarding EngageSmart”

“Questions and Answers”

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

“Summary Term Sheet—The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“Questions and Answers”

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

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

“Important Information Regarding EngageSmart—Market Price of the EngageSmart Common Stock”

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

“Important Information Regarding EngageSmart—Dividends”

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

“Important Information Regarding EngageSmart—Prior Public Offerings”

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

“Important Information Regarding EngageSmart—Prior Public Offerings”

“Important Information Regarding EngageSmart—Transactions in EngageSmart Common Stock”

Item 3. Identity and Background of Filing Person 

(a) – (c) Name and address; Business and background of entities; Business and background of natural persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—The Parties to the Merger”

“The Parties to the Merger”

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“Important Information Regarding EngageSmart”

“Important Information Regarding the Purchaser Filing Parties”

Item 4. Terms of the Transaction

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

(a)-(2) Material terms. Mergers or similar transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for EngageSmart After the Merger”

“Special Factors—Certain Effects of the Merger”

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

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Accounting Treatment”

“The Special Meeting—Votes Required”

“The Merger Agreement—Exchange and Payment Procedures”

“The Merger Agreement—Merger Consideration”

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

Annex A—Agreement and Plan of Merger

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

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Limited Guarantee”

“Special Factors—Financing of the Merger—Rollover Equity”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Merger Consideration”

“The Merger Agreement—Exchange and Payment Procedures”

“The Merger Agreement—Employee Benefits”

“The Merger Agreement—Indemnification and Insurance”

“The Support Agreements”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (General Atlantic)

Annex D—Support Agreement (Summit)

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

“Summary Term Sheet—Appraisal Rights”

“Questions and Answers”

“The Special Meeting—Appraisal Rights”

“Special Factors—Certain Effects of the Merger”

“Appraisal Rights”

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

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

“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 Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“The Merger Agreement”

“The Support Agreements”

“Important Information Regarding EngageSmart—Prior Public Offerings”

“Important Information Regarding EngageSmart—Transactions in EngageSmart Common Stock”

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

“Important Information Regarding the Purchaser Filing Parties”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (General Atlantic)

Annex D—Support Agreement (Summit)

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

“Summary Term Sheet”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“The Merger Agreement”

“The Support Agreements”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (General Atlantic)

Annex D—Support Agreement (Summit)

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

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Intent of EngageSmart’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“Special Factors—Limited Guarantee”

“Special Factors—Financing of the Merger”

“The Merger Agreement”

“The Special Meeting—Votes Required”

“The Support Agreements”

“Important Information Regarding EngageSmart—The Stockholders Agreement”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (General Atlantic)

Annex D—Support Agreement (Summit)

Item 6. Purposes of the Transaction and Plans or Proposals

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

“Summary Term Sheet”

“Special Factors—Plans for EngageSmart After the Merger”

“Special Factors—Certain Effects of the Merger”

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

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“Special Factors—Delisting and Deregistration of EngageSmart Common Stock”

“Special Factors—Financing of the Merger”

“The Merger Agreement—Effect of the Merger”

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“The Merger Agreement—Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Merger Consideration”

“The Merger Agreement—Exchange and Payment Procedures”

Annex A—Agreement and Plan of Merger

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

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for EngageSmart After the Merger”

“Special Factors—Certain Effects of the Merger”

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

“Special Factors—Intent of EngageSmart’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“The Merger Agreement—Effect of the Merger”

“The Merger Agreement— Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Merger Consideration”

“The Support Agreements”

“Important Information Regarding EngageSmart”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of Evercore Group L.L.C.

Item 7. Purposes, Alternatives, Reasons and Effects

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

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for EngageSmart After the Merger”

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“Special Factors—Certain Effects of the Merger”

Annex B—Opinion of Evercore Group L.L.C.

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

“Summary Term Sheet”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for EngageSmart After the Merger”

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

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

“Summary Term Sheet”

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for EngageSmart After the Merger”

“Special Factors—Certain Effects of the Merger”

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

“Special Factors—Unaudited Prospective Financial Information”

Annex B—Opinion of Evercore Group L.L.C.

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

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Plans for EngageSmart After the Merger”

“Special Factors—Certain Effects of the Merger”

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

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“Special Factors—Certain U.S. Federal Income Tax Consequences of the Merger”

“Special Factors—Financing of the Merger”

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“Special Factors—Fees and Expenses”

“Special Factors—Delisting and Deregistration of EngageSmart Common Stock”

“The Merger Agreement—Effect of the Merger”

“The Merger Agreement— Directors and Officers; Certificate of Incorporation; Bylaws”

“The Merger Agreement—Merger Consideration”

“The Merger Agreement—Indemnification and Insurance”

“The Merger Agreement—Employee Benefits”

“Appraisal Rights”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

Annex B—Opinion of Evercore Group L.L.C.

Item 8. Fairness of the Transaction

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

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Certain Effects of the Merger”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

Annex B—Opinion of Evercore Group L.L.C.

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

“Summary Term Sheet”

“Questions and Answers”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”

“The Special Meeting—Votes Required”

“The Special Meeting—Voting of Proxies”

“The Special Meeting—Revocability of Proxies”

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

“Proposal 1: The Merger Proposal”

Annex A—Agreement and Plan of Merger

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

“Summary Term Sheet”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

Annex B—Opinion of Evercore Group L.L.C.

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

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of EngageSmart’s Directors and Executive Officers in the Merger”

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

“Special Factors—Background of the Merger”

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

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 Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Opinion of the Financial Advisor to the Special Committee”

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Where You Can Find Additional Information”

Annex B—Opinion of Evercore Group L.L.C.

(c) Availability of documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Where You Can Find Additional Information”

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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 common stock 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 Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors—Financing of the Merger”

“Special Factors—Limited Guarantee”

“The Merger Agreement—Other Covenants”

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

“The Merger Agreement—Conduct of Business Pending the Merger”

Annex A—Agreement and Plan of Merger

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

“Summary Term Sheet”

“Questions and Answers”

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

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

“The Merger Agreement—Fees and Expenses”

“The Merger Agreement—Company Termination Fee”

Annex A—Agreement and Plan of Merger

Item 11. Interest in Securities of the Subject Company

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

“Summary Term Sheet”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

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

“Important Information Regarding the Purchaser Filing Parties”

“The Support Agreements”

Annex C—Support Agreement (General Atlantic)

Annex D—Support Agreement (Summit)

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

“Special Factors—Background of the Merger”

“Important Information Regarding EngageSmart—Transactions in EngageSmart Common Stock”

“Important Information Regarding EngageSmart—Prior Public Offerings”

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“The Merger Agreement”

“The Support Agreements”

Annex A—Agreement and Plan of Merger

Annex C—Support Agreement (General Atlantic)

Annex D—Support Agreement (Summit)

Item 12. The Solicitation or Recommendation

(d) Intent to tender or vote in a going-private transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Intent of EngageSmart’s Directors and Executive Officers to Vote in Favor of the Merger”

“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”

“The Special Meeting—Votes Required”

“The Support Agreements”

Annex C—Support Agreement (General Atlantic)

Annex D—Support Agreement (Summit)

(e) Recommendation of others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Proposal 1: The Merger Proposal”

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, 2022, the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 are incorporated herein by reference.

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

“Special Factors—Certain Effects of the Merger”

“Special Factors—Unaudited Prospective Financial Information”

12

“Important Information Regarding EngageSmart—Book Value Per Share”

“Where You Can Find Additional 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 Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors—Background of the Merger”

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

“Special Factors—Position of the Purchaser Filing Parties as to the Fairness of the Merger”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“Special Factors—Fees and Expenses”

“The Special Meeting—Solicitation of Proxies”

Item 15. Additional Information

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

“Summary Term Sheet”

“Special Factors—Interests of EngageSmart’s Directors and Executive Officers in the Merger”

“The Merger Agreement—Merger Consideration”

“Proposal 2: The Compensation Proposal”

Annex A—Agreement and Plan of Merger

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

Item 16. Exhibits

The following exhibits are filed herewith:

(a)(2)(i) Preliminary Proxy Statement of EngageSmart, Inc. (the “Proxy Statement”) (included in the Schedule 14A filed on November 20, 2023 and incorporated herein by reference).

(a)(2)(ii) Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).

(a)(2)(iii) Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(2)(iv) Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference).

(a)(2)(v) Employee FAQs, dated October 23, 2023 (included in Schedule 14A filed on October  23, 2023 and incorporated herein by reference).

(a)(2)(vi) LinkedIn Post, dated October 23, 2023 (included in Schedule 14A filed on October  23, 2023 and incorporated herein by reference).

(a)(2)(vii) Email to Employees, dated October 23, 2023 (included in Schedule 14A filed on October 23, 2023 and incorporated herein by reference).

13

(a)(2)(viii) Message to SimplePractice Employees, dated October 27, 2023 (included in Schedule 14A filed on October 27, 2023 and incorporated herein by reference). 

(a)(2)(ix) Current Report on Form 8-K, dated October 23, 2023 (included in Schedule 14A filed on October 23, 2023 and incorporated herein by reference).

(a)(2)(x) Current Report on Form 8-K, dated October 23, 2023 (included in Schedule 14A filed on October 23, 2023 and incorporated herein by reference).

(b)(i) Equity Commitment Letter, dated October  23, 2023, executed by Vista Equity Partners Fund VIII, L.P. and accepted and agreed to by Icefall Parent, LLC.

(c)(i) Opinion of Evercore Group L.L.C., dated October  23, 2023 (included as Annex B to the Proxy Statement and incorporated herein by reference).

(c)(ii) Discussion Materials of Evercore Group L.L.C. to the Special Committee, dated October  23, 2023.*

(c)(iii) Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated August  29, 2023.*

(c)(iv) Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated August  31, 2023.*

(c)(v) Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated September  5, 2023.

(c)(vi) Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated September  26, 2023.*

(c)(vii) Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated October  4, 2023.

(c)(viii) Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated October  20, 2023.*

(c)(ix) Discussion Materials of Evercore Group L.L.C. for the Special Committee, dated October  22, 2023.

(d)(i) Agreement and Plan of Merger, dated as of October 23, 2023, by and among the Company, Parent and Merger Sub (included as Annex A to the Proxy Statement and incorporated herein by reference).

(d)(ii) Support Agreement, dated as of October 23, 2023, by and among Parent, the Company, General Atlantic (IC), L.P. and General Atlantic (IC) SPV, L.P. (included as Annex C to the Proxy Statement and incorporated herein by reference).

(d)(iii) Support Agreement, dated as of October 23, 2023, by and among Parent, the Company, Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. (included as Annex D to the Proxy Statement and incorporated herein by reference).

(d)(iv) Limited Guarantee, dated October 23, 2023, between Vista Equity Partners Fund VIII, L.P. and EngageSmart, Inc.

(f) Section 262 of the Delaware General Corporation Law.

107 Filing Fee Table.

14

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.

Dated: November 20, 2023

[Signature Page to SC 13e-3]

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.

Dated: November 20, 2023

[Signature Page to SC 13e-3]

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.

Dated: November 20, 2023

[Signature Page to SC 13e-3]

[Signature Page to SC 13e-3]

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.

Dated: November 20, 2023

[Signature Page to SC 13e-3]

[Signature Page to SC 13e-3]

[Signature Page to SC 13e-3]

[Signature Page to SC 13e-3]

Exhibit (b)(i)

Vista Equity Partners Fund VIII, L.P.

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

October 23, 2023

Icefall Parent, LLC

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

Attention: Christina Lema and Jeff Wilson

Ladies and Gentlemen:

Reference is made to that certain (i) Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, by and among Icefall Parent, LLC, a Delaware limited liability company (“Parent” or “you”), Icefall Merger Sub, Inc., a Delaware corporation (“Merger Sub” and together with Parent, the “Buyer Parties”), and EngageSmart, Inc., a Delaware corporation (the “Company”) and (ii) Support Agreement, dated as of the date hereof, by and among the Company, the Stockholder (as defined therein) and Parent (the “Support Agreement”). Capitalized terms used, but not otherwise defined, in this letter shall have the meanings ascribed to such terms in the Merger Agreement.

1. We are pleased to advise you that Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership (“Investor”), hereby agrees, conditioned upon (i) the satisfaction or written waiver by Parent of all conditions to the obligations of the Buyer Parties to consummate the Merger as set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver by Parent (to the extent permitted thereunder) of such conditions) and (ii) the substantially contemporaneous consummation of the Merger, to contribute to Parent, at or prior to the Closing in accordance with the terms and subject to the conditions set forth in this letter, directly or indirectly through one or more of its affiliated funds to be designated by it, an aggregate amount of $2,574,000,000 (the “Commitment”) in cash in immediately available funds (subject to any reduction in accordance with the terms set forth in the last sentence of this paragraph 1), it being understood and agreed that Investor shall not, under any circumstances, be obligated under this letter to (or be obligated to cause any other Person to) contribute to, purchase equity from or otherwise provide funds to Parent (or any other Person in respect of the transactions contemplated by the Merger Agreement) in an aggregate amount in excess of the Commitment. The proceeds of the Commitment shall be used by Parent solely to satisfy the Buyer Parties’ obligations under the Merger Agreement. The amount of the Commitment may be reduced by Parent (a) by 65% of the amount of any cash, cash equivalents and marketable securities of the Company on hand as of the Closing that are immediately available to be used in connection with the transactions contemplated by the Merger Agreement (but solely to the extent it will be possible, notwithstanding such reduction, for the Buyer Parties to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof), (b) in an amount specified by Parent and agreed to by the Investor solely to the extent it will be possible, notwithstanding such reduction, for the Buyer Parties to consummate the transactions contemplated by the Merger Agreement in accordance with the terms thereof and/or (c) by 65% of the amount of any third-party financing obtained by Parent or any of its Affiliates at or prior to the Closing, as applicable and to the extent agreed by Investor; provided, however, that the Commitment shall not be reduced pursuant to the foregoing clauses (a), (b) or (c) unless and until the Closing occurs, in which case the Commitment shall be so reduced effective concurrently with and contingent upon the Closing.

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2. Except as set forth in paragraph 4 and paragraph 8, the Commitment is solely for the benefit of Parent and is not intended (expressly or impliedly) to confer any benefits on, or create any rights in favor of, any other Person. Nothing set forth in this letter contains or gives, or shall be construed to contain or to give, any Person (other than Investor, Parent and the Company), including any Person acting in a representative capacity, any remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the commitments set forth herein, nor shall anything in this letter be construed, to confer any rights, legal or equitable, in any Person other than Investor, Parent and the Company. Without limiting the foregoing, none of the creditors of Investor, any of the Buyer Parties or any of their respective Affiliates shall have any direct or indirect right to enforce this letter or to cause Parent to enforce this letter, other than as provided in and in accordance with paragraph 4 and paragraph 8.

3. Investor’s obligation to fund the Commitment will terminate and expire on the earliest to occur of (i) immediately following the later of the Effective Time and the deposit of the Exchange Fund pursuant to Section 2.10(b) of the Merger Agreement, (ii) the valid termination of the Merger Agreement in accordance with the terms thereof, (iii) the occurrence of any event that terminates the Guarantor’s (as defined in the Guarantee) obligations or liabilities under Section 7 of the Guarantee (as defined below), (iv) the date as of which Investor or its assigns funds an amount equal to the Commitment hereunder in accordance with this letter (but such termination and expiration will occur only after such funding), (v) the date on which any Legal Proceeding is brought by the Company under or with respect to (x) the Guarantee (as defined below), or (y)(A) the Guarantor (as defined in the Guarantee) (in its capacity as such) or (B) any Guarantor Affiliate (as defined in the Guarantee) (in its capacity as such) (in each case of (x) and (y) other than in respect of a Guaranteed Obligation (as defined in the Guarantee) or a Legal Proceeding for specific performance under and in accordance with the terms of this letter and the Merger Agreement), (vi) the valid termination of the Support Agreement by Investor pursuant to Section 3 thereof and (vii) the date on which any other Legal Proceeding is brought by the Company against Investor or any Affiliate thereof in connection with this letter, the Guarantee, the Support Agreement, the Merger Agreement, or any transaction contemplated hereby or thereby or otherwise relating thereto, or is brought by the Company against Investor or any Affiliate thereof (other than an ordinary course commercial dispute with any portfolio company of Investor or any Affiliate thereof), in each case other than Guarantee Claims, Merger Agreement Claims or Equity Commitment Claims (in each case, as defined in the Guarantee) (such earliest date, the “Commitment Expiration Date”); provided, that Investor will not be liable for a breach of its obligations to fund the Commitment under paragraph 1 of this letter unless Parent is (or would be following Investor’s failure to fund) also liable for a breach of the Merger Agreement; provided, further, that, without limiting the Company’s right pursuant to and in accordance with paragraph 4 of this letter to specifically enforce the obligations of Investor hereunder prior to the termination of this letter, to seek recovery from Investor for any such breach of this letter, a Legal Proceeding must be commenced against Investor with respect thereto in a court of competent jurisdiction no later than thirty (30) days following the termination of the Commitment hereunder. From and after the Commitment Expiration Date, neither Investor nor any Non-Recourse Parent Party (as defined below) shall have any further liability or obligation to any Person hereunder; provided, however, that, for the avoidance of doubt, such termination shall not, in and of itself, relieve any Person of any liability or obligation it may have under the Guarantee; provided, further, that any Legal Proceeding or claim commenced by the Company in a court of competent jurisdiction within thirty (30) days following the Commitment Expiration Date and arising out of any other purported breach of this letter shall survive any termination of the Commitment until the final and non-appealable resolution of such Legal Proceeding or claim.

Page 3

4. This letter shall inure to the benefit of and be binding upon Parent and Investor. Investor acknowledges that (i) Parent shall be entitled to specifically enforce the obligations of Investor to satisfy the Commitment when all of the conditions to funding the Commitment set forth in this letter have been satisfied, and (ii) the Company is an express third party beneficiary hereof (including, without limitation, with respect to Investor’s representations, warranties, covenants, and agreements contained in this letter) entitled to specifically enforce the obligations of Investor against Investor to the full extent hereof in connection with the Company’s exercise of its rights under and in accordance with Section 9.8(b) of the Merger Agreement and, in connection therewith, the Company has the right to obtain an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent to cause, or to directly cause, Investor to fund, directly or indirectly, the Commitment as, and only to the extent permitted by, this letter, in each case when all of the conditions to funding the Commitment set forth in this letter have been satisfied and in connection with the exercise of its rights under and in accordance with Section 9.8(b) of the Merger Agreement. Investor accordingly agrees, subject in all respects to Section 9.8(b) of the Merger Agreement, not to oppose the granting of an injunction, specific performance or other equitable relief on the basis that the Company has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity. Investor further agrees that the Company shall not be required to post a bond or undertaking in connection with such order or injunction sought in connection with the Company’s exercise of its rights under and in accordance with the terms of Section 9.8(b) of the Merger Agreement or under and in accordance with this letter. Investor acknowledges and agrees that (a) Parent is delivering a copy of this letter to the Company and that the Company is relying on the obligations and commitments of Investor hereunder in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the availability of monetary damages from the Buyer Parties in the Merger Agreement and the Guarantor in the provisions set forth in the Guarantee (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of Investor’s obligations to fund the Commitment in accordance with the terms of this letter and (ii) shall not be construed to diminish or otherwise impair in any respect the Company’s right to specific enforcement to cause Parent to cause, or to directly cause, Investor to fund, directly or indirectly, the Commitment under this letter, and to cause the Buyer Parties to consummate the transactions contemplated by the Merger Agreement under Section 9.8(b) of the Merger Agreement, and (c) the right of specific performance under this letter and Section 9.8(b) of the Merger Agreement are an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company would not have entered into the Merger Agreement. For the avoidance of doubt, the remedies available to the Company under Section 9.8(b) of the Merger Agreement and under this letter shall be in addition to any other remedy to which the Company is entitled, and the election to pursue any injunction or specific performance under Section 9.8(b) of the Merger Agreement and/or this letter shall not restrict, impair or otherwise limit the Company from receiving monetary damages related to any breach of the Merger Agreement (subject to the limitations set forth therein, including the Parent Liability Limitation) in lieu of specific performance; provided, that, without limiting the ability of the Company to seek both remedies, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance under Section 9.8(b) of the Merger Agreement that results in the occurrence of the Closing and payment of monetary damages from the Buyer Parties pursuant to the Merger Agreement. Except for the rights of the Company set forth in this paragraph 4 and paragraph 8, nothing in this letter, express or implied, is intended to confer upon any Person other than Parent, Investor and the Company any rights or remedies under, or by reason of, or any rights to enforce or cause Parent to enforce, the Commitment or any provisions of this letter or to confer upon any Person any rights or remedies against any Person other than Investor under or by reason of this letter. Without limiting the foregoing, no Person (other than Parent or the Company only on the terms, and subject to the limitations, set forth in this paragraph 4 and Section 9.8(b) of the Merger Agreement, as applicable) shall have any right to specifically enforce this letter or to cause Parent to specifically enforce this letter.

Page 4

5. None of Investor, Parent or the Company may assign their respective rights, interests or obligations hereunder to any other person without the prior written consent of the Company (in the case of an assignment by Investor or Parent) or Investor (in the case of an assignment by the Company), and any attempted assignment without such required consent shall be null and void and of no force or effect; provided, however, that Investor reserves the right, prior to or after execution of definitive documentation for the financing transactions contemplated hereby, to assign any portion of the Commitment to one or more of its Affiliates, financing sources or other investors, and only upon the actual funding of such assigned portion of the Commitment to Parent in accordance with this letter effective upon the Closing, Investor shall have no further obligation to Parent (or any other person) with respect to such funded assigned portion. Notwithstanding the foregoing, Investor acknowledges and agrees that, except to the extent otherwise agreed in writing by the Company, any such assignment shall not relieve Investor of its obligations hereunder, including to invest the full amount of the Commitment. Subject to the foregoing, all of the terms and provisions of this letter shall inure to the benefit of and be binding upon the parties hereto and the Company and their respective successors and permitted assigns.

6. Concurrently with the execution and delivery of this letter, Investor is executing and delivering to the Company a Limited Guarantee, dated as of the date hereof (the “Guarantee”), in favor of the Company in respect of 100% of the Buyer Parties’ obligations under the Merger Agreement (including the reimbursement and indemnification obligations of the Buyer Parties under Sections 6.6(e) and 6.6(f) thereof), including any such payment obligation arising out of or in connection with a breach thereof and any other Guaranteed Obligations (as defined therein), in each case pursuant to the terms and conditions of, and subject to the limitations of, the Merger Agreement and the Guarantee. The Company’s remedies against Investor under the Guarantee, the Company’s rights to specific performance under this letter and the Company’s remedies against the Buyer Parties under the Merger Agreement and/or against Vista Equity Partners Management, LLC (“Vista Management”) under the Confidentiality Agreement shall be, and are intended to be, the sole and exclusive direct or indirect rights of and remedies available to the Company or any of its Affiliates against (i) Investor or any of the Buyer Parties and (ii) any former, current or future direct or indirect equity holder, equity financing source, controlling person, director, officer, employee, agent, advisor, Affiliate, member, manager, general or limited partner or assignee of Investor or any of the Buyer Parties or any former, current or future direct or indirect equity holder, equity financing source, controlling person, director, officer, employee, agent, general or limited partner, member, manager, Affiliate, representative or assignee of any of the foregoing (other than (x) Investor to the extent provided in the Guarantee and this letter, (y) the Buyer Parties to the extent provided in the Merger Agreement and (z) Vista Management to the extent provided in the Confidentiality Agreement) (each of such persons and entities described in clause (ii), excluding Investor, each of the Buyer Parties and, solely with respect to the Confidentiality Agreement, Vista Management, being referred to as a “Non-Recourse Parent Party”) in respect of any liabilities or obligations arising under, or in connection with, this letter or the Merger Agreement or any of the transactions contemplated hereby or thereby, including in the event any of the Buyer Parties breaches its obligations under the Merger Agreement, whether or not such Buyer Party’s breach is caused by Investor’s breach of its obligations under this letter. Notwithstanding anything to the contrary set forth in this paragraph or in the Guarantee, the Company, as the express third party beneficiary hereunder on the terms, and subject to the conditions, set forth in paragraph 4 of this letter, may cause the Buyer Parties to, or to directly cause Investor to, cause the Commitment to be funded as, and only to the extent, permitted by the exercise of the Company’s rights under Section 9.8(b) of the Merger Agreement or on the terms, and subject to the conditions, set forth in paragraphs 1 and 3 of this letter. Notwithstanding anything to the contrary contained herein or in the Guarantee, subject to the Company’s ability to seek both remedies, under no circumstance shall the Company be permitted or entitled to receive both a grant of (a) specific performance to fund the Commitment that results in the consummation of the Closing and (b) any monetary damages.

Page 5

7. Notwithstanding anything that may be expressed or implied in this letter or any document or instrument delivered in connection herewith, and notwithstanding the fact that Investor is a limited partnership, Parent covenants, agrees and acknowledges that no Person other than Investor shall have any obligation hereunder and that no recourse hereunder or under any documents or instruments delivered in connection herewith or therewith shall be had against, and no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any Non-Recourse Parent Party for any obligations of Investor under this letter or for any claim based on, in respect of or by reason of any such obligations or their creation, through any Buyer Party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent against any Non-Recourse Parent Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise. Under no circumstances shall Investor be liable to the Company or any other Person for consequential, punitive, exemplary, multiple, special or similar damages, or for lost profits.

8. This letter, the Merger Agreement, the Confidentiality Agreement, the Support Agreement, and the Guarantee reflect the entire understanding of the parties with respect to the subject matter hereof and thereof and shall not be contradicted or qualified by any other, and supersedes each other, agreement, oral or written, before the date hereof. This letter may not be waived, amended or modified except by an instrument in writing signed by each of the parties hereto and the Company. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any of the parties hereto of a breach of or a default under any of the provisions of this letter, or a failure to or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. No failure or delay by any party or the Company in exercising any right or privilege hereunder 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. Notwithstanding anything to the contrary set forth herein, neither this letter nor the Commitment shall be effective unless there has been prior or concurrent execution and delivery of the Merger Agreement by each of the parties thereto.

9. Notwithstanding anything that may be expressed or implied in this letter, each of Parent and the Company, by its acceptance, directly or indirectly, of the benefits of this letter, covenants, agrees and acknowledges that no Person other than the undersigned shall have any obligation hereunder and that no recourse hereunder, under the Merger Agreement, or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future direct or indirect equity holder, equity financing source, controlling person, director, officer, employee, agent, advisor, Affiliate, member, manager, general or limited partner or assignee (other than a permitted assignee of the Commitment hereunder) of the undersigned (and to the extent a portion of the Commitment is assigned to one or more permitted assignees, such permitted assignees) or any former, current or future direct or indirect equity holder, equity financing source, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent, representative or assignee (other than a permitted assignee of the Commitment hereunder) of any of the foregoing (other than Investor and each of the Buyer Parties and, solely with respect to the Confidentiality Agreement, Vista Management) (each of such persons and entities (excluding Investor and each of the Buyer Parties), a “Related Person”), whether by or through attempted piercing of the corporate veil, or by or through a claim by or on behalf of the Company against any Related Person, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Related Person in connection with this letter, the Merger Agreement or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Related Person shall be a third party beneficiary of the provisions set forth in paragraph 9.

Page 6

10. This letter shall be treated as confidential and is being provided to Parent and the Company solely in connection with their execution of the Merger Agreement. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the prior written consent of the undersigned or as required by applicable law. Without limiting the foregoing, the Company and each party hereto may disclose this letter (i) to the extent required by the applicable rules of any national securities exchange or required (or requested by the SEC) in connection with any SEC filings relating to the Merger, (ii) by interrogatory, subpoena, civil investigative demand or similar process or (iii) in connection with enforcing this letter, the Guarantee or the Merger Agreement.

11. Section 9.9 (Governing Law) and, subject to paragraph 12 below, Section 9.10(a) (General Jurisdiction) of the Merger Agreement are incorporated by reference herein mutatis mutandis.

12. Section 9.11 (Waiver of Jury Trial) of the Merger Agreement is incorporated by reference herein mutatis mutandis.

All communications to Parent in relation to this letter should be addressed to:

Icefall Parent, LLC

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

Attn: Christina Lema

  Jeff Wilson

Email: clema@vistaequitypartners.com

    jwilson@vistaequitypartners.com

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

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: David M. Klein, P.C.

  Lee Blum

Email: dklein@kirkland.com

    lee.blum@kirkland.com

and

Kirkland & Ellis LLP

555 California Street, Suite 2900

San Francisco, CA 94104

Attn: Stuart E. Casillas, P.C.

  Ari Levi

Email: stuart.casillas@kirkland.com

    ari.levi@kirkland.com

All communications to the Investor in relation to this letter should be addressed to:

Vista Equity Partners Fund VIII, L.P.

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

Attn: Christina Lema

  Jeff Wilson

Email: clema@vistaequitypartners.com

    jwilson@vistaequitypartners.com

Page 7

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

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: David M. Klein, P.C.

  Lee Blum

Email: dklein@kirkland.com

    lee.blum@kirkland.com

and

Kirkland & Ellis LLP

555 California Street, Suite 2900

San Francisco, CA 94104

Attn: Stuart E. Casillas, P.C.

  Ari Levi

Email: stuart.casillas@kirkland.com

    ari.levi@kirkland.com

13. Each party to this letter hereby represents and warrants with respect to itself to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization, (b) it has all corporate, limited liability company, limited partnership or similar partnership power and authority to execute, deliver and perform this letter, (c) the execution, delivery and performance of this letter by it has been duly and validly authorized and approved by all necessary corporate, limited liability company, limited partnership or similar action, and no other proceedings or actions on its part are necessary therefor, (d) this letter has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, (e) the execution, delivery and performance by it of this letter do not and will not (i) violate its organizational documents, (ii) violate any applicable law or order, (iii) in respect of Investor, result in a breach or violation of any applicable concentration limits or similar restrictions applicable to Investor or (iv) 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, cancelation or acceleration of any obligation, any contract to which it is a party or to which its assets are subject, in any case, for which the violation, default or right would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation by it of the transactions contemplated by this letter on a timely basis, and (f) all approvals of, filings with and notifications to, any Governmental Authority or any other Person necessary for the due execution, delivery and performance of this letter by it 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 other Person is required in connection with the execution, delivery or performance by it of this letter. In addition, Investor represents and warrants to Parent that Investor (x) has and will continue to have at all times that this letter is in effect uncalled capital commitments equal to or in excess of the Commitment and other outstanding similar commitments and its limited partners or other investors have the obligation to fund such capital, and access to funds necessary to fulfill the Commitment under this letter shall be available to Investor for as long as this letter and the Commitment hereunder shall remain in effect and (y) is fully familiar with the Merger Agreement and the other documents and instruments delivered in connection therewith. Investor covenants and agrees that (A) it will not take any action or omit to take any action that would or would reasonably be expected to cause

Page 8

or result in any of the foregoing representations and warranties to become untrue, and (B) in the event that Investor is required to make payments pursuant to the terms of this letter, it will call capital from the partners of Investor or its Affiliates or otherwise obtain funds in such amounts and at such times as necessary to fulfill its obligations under the terms of this letter. All representations, warranties, covenants and agreements of Investor contained herein shall survive the execution and delivery of this letter and shall be deemed made continuously, and shall continue in full force and effect, until the Commitment Expiration Date.

14. Each party acknowledges and agrees that (a) this letter 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 letter nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise and (b) the obligations of Investor under this letter are solely contractual in nature.

15. If any term or other provision of this letter is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this letter shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto; provided, however, that this letter may not be enforced without giving effect to the provisions of paragraphs 6, 7, 8 and 9 of this letter. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this letter so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. Each party agrees that it will use its reasonable best efforts to cooperate with the other parties to this letter in seeking and agreeing to an expedited schedule in any litigation seeking an injunction or order of specific performance.

16. This letter may be signed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement (including by electronic transmission, by facsimile or email in .pdf format).

[Signature page follows.]

If you are in agreement with the terms of this letter, please forward an executed copy of this letter to the undersigned. We appreciate the opportunity to work with you on this transaction.

[Signature Page to Equity Commitment Letter]

[Signature Page to Equity Commitment Letter]

Exhibit (c)(ii)

Confidential – Draft Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment Project Everest Discussion Materials October 23, 2023

Confidential – Draft These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Project Everest

Confidential – Draft Table of Contents Section Transaction Overview I Company Performance II Valuation Analysis III Appendix Project Everest

Confidential – Draft I. Transaction Overview

Confidential – Draft Transaction Summary Evercore Group L.L.C. (“Evercore”) has been asked by the Special Committee of the Board of Directors of EngageSmart, Inc. (the “Company”, Scope of or “EngageSmart”) whether, in Evercore’s opinion, the Consideration of $23.00 per share to be received by holders of the Company Common Assignment Stock, other than General Atlantic and its affiliates and certain officers of the Company, in the Transaction pursuant to the purchase agreement is fair, from a financial point of view, to such holders. Vista Equity Partners (“Vista”) has offered to acquire the Company in an all-cash take-private transaction at $23.00 per share, Transaction Overview contingent on General Atlantic, the existing controlling shareholder, rolling over into a holding company (“Parent”) existing shares of Company Common Stock representing 35% of the post-closing equity capitalization of the Company Transaction Structure Reverse triangular merger Up to $1,000mm of debt financing. Vista will deliver fully committed equity financing to fund the entire transaction; no financing Financing conditions or contingencies The equity commitment can only be drawn concurrently with the closing; if the deal terminates, the Company’s sole recourse will be limited to 7.2% of fully-diluted equity value Approval by holders of a majority of outstanding shares, and approval by holders of a majority of the outstanding shares held by Key Closing the unaffiliated company stockholders Conditions Other customary conditions to closing, including Antitrust Laws clearances, no law or order prohibiting transaction, bring-down of reps and performance of covenants, and no MAE Company has thirty-day Go-Shop period during which it can solicit potential acquisition proposals, provide confidential information and negotiate with third parties Following Go-Shop period, Company is subject to customary no-shop provisions, with customary exceptions allowing Deal Protections consideration of unsolicited proposals Special Committee and Company Board may change recommendation in the case of a superior proposal or intervening event, or terminate to accept a superior proposal, subject to 4-business day matching right, and, in the case of a termination, payment of the termination fee Company termination fee: 3.6% of fully-diluted equity value during No-Shop period; 1.8% during Go-Shop period Parties must use reasonable best efforts to obtain regulatory clearances; Parent obligated to divest assets of the Company or Regulatory Efforts agree to behavioral remedies imposed on the Company, unless any such action would have a material adverse effect on the Company business Timing Expected closing: Q1 2024 End date: May 23, 2024 5 Project Everest Source: Draft purchase agreement dated 10/22/23

Confidential – Draft Project Everest 10 10 6 4 1 Contacted NDA Executed First Round Bids Invited to Second Round Preemptive Bid Process Overview Includes Vista Equity Partners, which expressed inbound interest, and [***] as a later addition—both in mid-September 6 In August / September 2023, 10 parties were contacted to determine interest in a minority transaction Management meetings were held with all 10 parties Financial calls were held with 9 parties, after one potential buyer dropped out of the process 6 parties submitted first round bids for minority transactions on or shortly after 10/5/23 4 parties were invited into the second round [***] On 10/5/23, reports emerged that General Atlantic was exploring a potential sale of Everest Multiple parties expressed inbound interest following the leak. Selected counterparties were contacted, none of which ultimately engaged Vista submitted an updated preemptive bid prior to a second round bid deadline Vista’s updated bid is for a majority transaction, with Vista owning a 65% share of the pro forma business (and General Atlantic rolling over shares to own a 35% share of the pro forma business) Other parties are still conducting second-round due diligence with respect to a minority stake transaction

Confidential – Draft Project Everest Summary of Round 1 Bids Received ($ in millions, except per share data) Source: Company filings, Management Projections, FactSet (10/19/23) Note: The first round bid instruction letter requested that bids be based on ~170.2mm fully diluted shares outstanding as of 6/30. The difference in share count between the bid letter and the fully vested share count as of 6/30 results in a per share impact of ~$0.35 – ~$0.40 in a $20.00 – $23.00 per share price range. Subsequent grants further impact the per share price by ~$0.12 – ~$0.13 in the same per share price range 1. One day prior to 10/5/23 leak 2. Represents 30-Day and 60-Day VWAP as of 10/4/23 (the unaffected date) Everest Analysis at Various Prices Current Illustrative Transaction Value Price Per Share (10/19/23) $20.65 $19.00 $20.00 $21.00 $22.00 $23.00 $24.00 % Premium to Current (8.0%) (3.1%) 1.7% 6.5% 11.4% 16.2% % Premium to Unaffected: $18.71 (10/4/23)¹ 10.4% 1.5% 6.9% 12.2% 17.6% 22.9% 28.3% % Premium to 30-Day VWAP²: $17.74 16.4% 7.1% 12.7% 18.3% 24.0% 29.6% 35.3% % Premium to 60-Day VWAP²: $17.37 18.9% 9.4% 15.2% 20.9% 26.7% 32.4% 38.2% (x) FDSO 174.3 174.2 174.2 174.3 174.3 174.4 174.4 Equity Value $3,599 $3,310 $3,485 $3,660 $3,835 $4,010 $4,185 (+) Debt - - - - - - - (–) Cash (366) (366) (366) (366) (366) (366) (366) Total Enterprise Value $3,233 $2,944 $3,119 $3,294 $3,469 $3,644 $3,819 Range of Bids Received $20.50 $20.00 $20.59 $22.00 $19.00 $21.00 $22.00 $20.00 $23.00 $17.00 7

Confidential – Draft Transaction Summary ($ in millions, except per share data) Offer Premium to Share Price Transaction Multiples Implied Prem. Acquisition Everest To Everest Consideration Share Price Shareholders Everest at Transaction Consideration $23.00 Everest at Merger Consideration $23.00 % of Current (10/19/23) 111.4% Current (10/19/23) $20.65 11.4% % of 52-Week High Close (10/5/22)¹ 103.3% Premium to¹: Fully Diluted Shares Outstanding² 174.4 Unaffected (10/4/23) $18.71 22.9% Equity Value $4,010 (+) Debt³—1-Week Prior $17.70 29.9% (–) Cash³ (366) 1-Month Prior 17.91 28.4% Enterprise Value $3,644 30-Day VWAP 17.74 29.6% 60-Day VWAP 17.37 32.4% Enterprise Value To: Metric (Mgmt.) 90-Day VWAP 18.03 27.6% CY23E Revenue $374 9.7x CY24E Revenue 469 7.8 6-Month VWAP 17.85 28.9% CY24E Growth-Adj. Revenue 0.31x 1-Year VWAP 18.45 24.7% 2-Year VWAP 19.94 15.3% CY23E Gross Profit $299 12.2x 3-Year VWAP 20.77 10.8% CY24E Gross Profit 375 9.7 CY24E Growth-Adj. Gross Profitâ 0.38x 52-Week Low Close (12/6/22) $15.44 49.0% 52-Week High Close (10/5/22) 22.27 3.3% CY23E EBITDA $72 50.5x CY24E EBITDA 106 34.5 CY24E Growth-Adj. EBITDA 1.36x Source: Bloomberg, FactSet (10/19/23), Management Projections, Wall Street Research as of 10/19/23, Draft Purchase Agreement dated 10/20/23 Note: Transaction multiples based on Management Projections 1. All dates relative to unaffected date of 10/4/23 2. RSU, PSU and option data from Company as of 10/20/23 3. As of 9/30/23, per Management 4. Calculated as TEV / ’24E Metric / ’23E-’24E Revenue Growth 8 Project Everest

Confidential – Draft II. Company Performance

Confidential – Draft Everest Stock Performance Share Price Performance 9/23/21: Everest’s IPO at Everest WholeCo Peers Enterprise Peers SMB Peers $26.00 per share Since 1 Month Ago 17.7% (4.0%) 1.9% (2.9%) Since 3 Months Ago 10.1% (10.5%) (26.9%) (12.7%) 52-Week Trading Range¹: Since 6 Months Ago 19.9% 2.8% (6.3%) (0.1%) Since 12 Months Ago 3.5% 9.7% (13.1%) (9.6%) 120.0% $15.44—$22.27 Since 18 Months Ago 3.3% (6.6%) (33.1%) (17.4%) 2/15/22: Everest reported a 48% YoY increase in Annual 8/3/23: Everest reported Q2’23, $34.122 Revenue in Q4’21, beating announcing strategic consensus estimates by 6% acquisition of Luminello’s assets and a divestiture of 8/4/22: Everest reported Q2’22 2/9/23: Everest reported FY’22 HealthPay24 to Waystar results, with Revenue exceeding 43% led by 56% growth in SMB, with 24% customer growth rate exceeding expectations YoY 80.0% 61.1% $20.65 60.5% 11/10/21: Everest reported Q3’21 59.3% losses of $0.06 per share, Revenue increases, and issued 40.0% positive 2021 Sales guidance 37.9% 10/5/23: Reports emerged that 3/9/22: DonorDrive, an Everest General Atlantic was exploring 11/3/23: Everest reported solution and digital fundraising a potential sale of Everest 6/29/22: The City of Escondido Q3’22 results, beating street’s platform for enterprise nonprofits, has seen 62% overall self- expectations and Management announced the launch of a new service electronic payment raised estimates 6/12/23: SimplePractice, an version of their app adoption since implementing Everest solution, launches InvoiceCloud, an Everest learning pass to support solution education across group practices 0.0% Sep-21 Feb-22 Jul-22 Dec-22 May-23 Oct-23 Everest WholeCo Peers Enterprise Peers SMB Peers Earnings Release Key Events 10 Project Everest Source: FactSet (10/19/23) 1. 52-week trading range relative to unaffected date as of 10/4/23 Note: Enterprise Peers comprise of ACI Worldwide, AvidXchange, Flywire, Payoneer and Paymentus. SMB Peers 2. Chart begins at Everest’s price of $34.12 on day of IPO (9/23/21); Subsequent decline in stock price occurs comprise of Bill Holdings, Definitive, Doximity, Evercommerce, Paycor, Paylocity, Phreesia, and Weave Comm. after initial price increase of 31% following IPO WholeCo Peers comprise of Enterprise and SMB Peers

Confidential – Draft Financial Summary – Management Projections ($ in millions) Historical Management Projections FYE December 31, 2021A 2022A 2023E 2024E 2025E 2026E 2027E Total Enterprise $99 $128 $157 $192 $239 $294 $359 % Growth 17.4% 29.7% 23.1% 21.9% 24.3% 23.2% 22.1% Total SMB $109 $165 $217 $277 $350 $432 $527 % Growth 73.9% 51.9% 31.1% 27.9% 26.0% 23.6% 22.1% Revenue $208 $293 $374 $469 $588 $726 $886 % Growth 41.6% 41.4% 27.6% 25.4% 25.3% 23.4% 22.1% (–) COGS (45) (60) (76) (94) (115) (137) (162) % of Revenue 21.7% 20.5% 20.2% 20.1% 19.5% 18.8% 18.3% Gross Profit $162 $233 $299 $375 $474 $589 $724 % Margin 78.3% 79.5% 79.8% 79.9% 80.5% 81.2% 81.7% (–) S&M1 (69) (95) (119) (141) (172) (204) (238) % of Revenue 33.2% 32.6% 31.7% 30.1% 29.2% 28.1% 26.9% (–) R&D (31) (44) (62) (77) (95) (117) (140) % of Revenue 14.9% 15.1% 16.5% 16.3% 16.2% 16.1% 15.8% (–) G&A (34) (48) (50) (58) (67) (75) (86) % of Revenue 16.6% 16.3% 13.4% 12.4% 11.4% 10.4% 9.7% Adj. EBIT $28 $45 $68 $99 $140 $193 $260 % Margin 13.6% 15.5% 18.1% 21.1% 23.8% 26.6% 29.3% (+) D&A 2 3 4 7 9 12 16 % of Revenue 1.2% 1.1% 1.2% 1.5% 1.6% 1.6% 1.8% Adj. EBITDA $31 $48 $72 $106 $149 $205 $276 % Margin 14.7% 16.5% 19.3% 22.5% 25.3% 28.2% 31.1% Memo: Other Items Capex $5 $7 $10 $12 $13 $15 $18 % of Revenue 2.2% 2.2% 2.6% 2.5% 2.2% 2.1% 2.0% Change in NWC ($4) ($1) $2 $4 $5 $6 $6 % of Revenue (1.7%) (0.3%) 0.6% 0.9% 0.8% 0.8% 0.7% SBC $1 $14 $23 $34 $47 $63 $80 % of Revenue 0.6% 4.8% 6.0% 7.3% 8.1% 8.6% 9.0% Intangible Amortization $16 $16 $15 $14 $14 $9 $8 % of Revenue 7.5% 5.3% 4.1% 2.9% 2.3% 1.2% 0.9% Tax Rate 0.7% 10.0% 38.3% 33.9% 30.3% 28.1% 26.6% 11 Project Everest Source: Company filings, Financial forecasts for the Company prepared and furnished to Evercore by management of the Company, as approved for Evercore’s use by the Special Committee (the “Management Projections”) Note: 2021A-2023E Enterprise figures pro forma for sale of HealthPay24 1. Includes residuals

Confidential – Draft Financial Summary – Management Projections (Cont’d) ($ in millions) Management Projections FYE December 31, 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E Revenue $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,737 $1,834 $1,932 $2,032 % Growth 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% 5.9% 5.6% 5.4% 5.2% (–) COGS (162) (190) (215) (238) (259) (279) (297) (314) (331) (348) (365) % of Revenue 18.3% 18.3% 18.3% 18.2% 18.2% 18.2% 18.1% 18.1% 18.0% 18.0% 18.0% Gross Profit $724 $850 $961 $1,067 $1,166 $1,259 $1,343 $1,423 $1,503 $1,585 $1,668 % Margin 81.7% 81.7% 81.7% 81.8% 81.8% 81.8% 81.9% 81.9% 82.0% 82.0% 82.0% (–) S&M1 (238) (277) (310) (341) (368) (393) (415) (435) (455) (473) (492) % of Revenue 26.9% 26.6% 26.4% 26.1% 25.8% 25.6% 25.3% 25.1% 24.8% 24.5% 24.2% (–) R&D (140) (164) (184) (203) (221) (238) (253) (267) (280) (294) (308) % of Revenue 15.8% 15.7% 15.7% 15.6% 15.5% 15.5% 15.4% 15.3% 15.3% 15.2% 15.2% (–) G&A (86) (92) (97) (103) (109) (116) (123) (129) (136) (144) (151) % of Revenue 9.7% 8.8% 8.3% 7.9% 7.7% 7.5% 7.5% 7.5% 7.4% 7.4% 7.4% Adj. EBIT $260 $317 $369 $419 $467 $511 $552 $592 $632 $674 $717 % Margin 29.3% 30.5% 31.4% 32.1% 32.8% 33.3% 33.7% 34.1% 34.5% 34.9% 35.3% (+) D&A 16 19 21 23 25 27 29 31 32 34 36 % of Revenue 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% Adj. EBITDA $276 $336 $390 $443 $492 $539 $581 $622 $664 $708 $753 % Margin 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.8% 36.2% 36.6% 37.0% Memo: Other Items Capex $18 $21 $24 $26 $29 $31 $33 $35 $37 $39 $41 % of Revenue 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% Change in NWC $6 $7 $8 $9 $10 $11 $12 $12 $13 $14 $14 % of Revenue 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% SBC $80 $83 $94 $91 $100 $108 $115 $104 $110 $116 $122 % of Revenue 9.0% 8.0% 8.0% 7.0% 7.0% 7.0% 7.0% 6.0% 6.0% 6.0% 6.0% Intangible Amortization $8 $8 $2 $0 $—$—$—$—$—$—$—% of Revenue 0.9% 0.8% 0.1% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Tax Rate 26.6% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Projections through 2033E used for DCF analysis2 Source: Management Projections Note: With the Special Committee’s approval, the DCF analysis was performed utilizing a 10-year forecast ending on calendar year 2033E 1. Includes residuals 2. 2034E EBITDA also used as terminal year projection for DCF terminal multiple method 12 Project Everest

Confidential – Draft III. Valuation Analysis

Confidential – Draft Summary of Key Changes to Financial Analysis Assumptions Market price(s) updated from 9/14/23 to 10/19/23 Interest rates updated to reflect current market conditions, including: Changes vs. Risk free rate for cost of capital calculations increased from 4.6% to 5.3% and the cost of debt increased from 5.8% to 6.6%; 9/24/23 the selected WACC range was unchanged preliminary analysis Forward SOFR curve for LBO analysis Certain financial information, including Net Working Capital assumptions and Shares Outstanding calculations updated to reflect Management’s current view Balance Sheet information for WholeCo and both Segments rolled and updated from 6/30/23 to 9/30/23 WholeCo Net Cash increased from $330mm to $366mm, per Company management Minimum cash assumption increased by $10mm, per Company management Changes vs. Valuation Date for DCF and LBO analyses updated from 6/30/23 to 9/30/23 to remain consistent with 10/20/23 Balance Sheet date preliminary analysis NTM period for revenue and EBITDA used in precedent transactions analysis updated to start at 9/30/23 (vs. 6/30/23) Shares Outstanding calculations updated from 10/10/23 to 10/20/23 Updated projected share counts for Present Value of Future Share Price analysis, per Company management 14 Project Everest

Confidential – Draft Illustrative Financial Analysis Summary ($ in millions, except per share data) Valuation as of 9/30/23 Current TEV: Current FY24E Consensus $3,233 Multiples: 35.9x / 6.9x Impl. Prem. Unaffected 30D VWAP: Consideration: Implied FY24E Implied FY24E To 10/4/23 $17.74 (10/4/23) $23.00 EBITDA Revenue Unaffected Key Metrics and Methodologies Implied Share Price Implied TEV Multiple1 Multiple1 30D VWAP DCF – PGR Method (5.0%—7.0% PGR) DCF: PGR Disc. Rate: 12.5%—13.5% $13.71 $18.72 $2,023—$2,896 19.1x—27.4x 4.3x—6.2x (22.7%)—5.5% Imp. Terminal EBITDA Multiple (NTM): 6.8x—10.6x DCF – Terminal Multiple Method (9.0x—13.0x NTM EBITDA) DCF: Terminal Disc. Rate: 12.5%—13.5% $15.87 $21.24 $2,399—$3,335 22.7x—31.5x 5.1x—7.1x (10.6%)—19.7% Multiple Imp. PGR: 7.0%—8.0% Trading EBITDA Multiples 2 Trading Multiples FY24E EBITDA: $106 $17.27 $22.12 $2,643—$3,489 25.0x—33.0x 5.6x—7.4x (2.7%)—24.7% Multiple Range: 25.0x—33.0x Precedent Transactions Precedent NTM EBITDA: $94 $15.58 $23.67 $2,350—$3,759 22.2x—35.6x 5.0x—8.0x (12.2%)—33.4% Transactions Precedent Multiple Range: 25.0x—40.0x Average of PV of FSP from FY23-FY26 NTM EBITDA Multiple starting at $23.23 $25.09 $3,682—$4,006 7.8x—8.5x 30.9%—41.4% 30.0x and stepped down to 22.0x—26.0x by FY26 Disc. Rate: 14.0% $2.80—$3.19 | $15.63—$20.08 3 SOTP: Trading EBITDA Multiples FY24E Enterprise EBITDA: $14 / FY24E SMB EBITDA: $97 SOTP Valuation $20.05 $24.90 $3,128—$3,973 29.6x—37.6x 6.7x—8.5x 13.0%—40.3% Multiple Range: 30.0x—35.0x / 28.0x—36.0x Excludes Implied Tax Impact / Share to be $4.58—$5.62 | $15.64—$20.83 5 Netted Against SOTP SOTP: Precedent Transactions Value in Taxable NTM Enterprise Rev.: $181 / NTM SMB EBITDA: $91 $21.84 $28.07 $3,440—$4,526 32.5x—23.1%—58.2% Separation: Precedent Multiple Range: 4.0x—5.0x / 30.0x—40.0x 4 ($0.50)—($1.04) LBO (WholeCo Exit): 6.5x Leverage 6 Reference ‘28E Exit EBITDA: 22.0x—26.0x $19.24 $26.18 $2,986—$4,197 28.2x—39.7x 6.4x—8.9x 8.4%—47.5% Required IRR: 17.5%—22.5% Analyst Price Targets (As of Unaffected Date) $21.00 $24.50 $3,294—$3,904 31.2x—36.9x 7.0x—8.3x 18.3%—38.1% 25th—75th Percentile (Based on Available Analysts) 52-Week Trading Range (As of Unaffected Date) $15.44 $22.27 $2,325—$3,515 22.0x—33.2x 5.0x—7.5x (13.0%)—25.5% Premiums Paid to Unaffected 30D VWAP (Majority Transaction) $22.18 $24.84 $3,499—$3,963 33.1x—37.5x 7.5x—8.4x 25.0%—40.0% Premiums Paid: 25.0%—40.0% Implied Share Price Range: Enterprise | SMB Enterprise SMB Source: Management Projections, FactSet (10/19/23) (Totals also incl. $1.62 of unallocated cash / sh.) 1. Implied multiples based on Management Projections for 2024E EBITDA and Revenue, respectively 2. Implies ~1.00-1.30x growth adjusted EBITDA based on peers and 25.4% growth rate 15 Project Everest 3. Implies a range of 1.35x – 1.55x 2024E growth adjusted EBITDA and 2.2x – 2.5x 2024E Revenue for Enterprise. Implies a range of 1.00x – 1.30x 2024E growth adjusted EBITDA and 9.8x – 12.6x 2024E Revenue for SMB 4. Calculated using midpoint Enterprise valuations implied by peer and precedent methodologies 5. For the Enterprise segment (NTM growth rate of ~20%), implies ~0.22x growth adjusted Revenue (EQT / BillTrust transaction’s growth adjusted revenue multiple). Implies a range of 10.1x – 13.4x NTM Revenue for SMB 6. LBO Incorporates $9mm-$12mm of annual public company cost savings over the forecast period (2023E-2028E)

Confidential – Draft Illustrative Discounted Cash Flow Analysis – WholeCo (PGR Method) Valuation date as of 9/30/23 ($ in millions, expect per share data) Free Cash Flow Summary Management Projections 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $374 $469 $588 $726 $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,640 % Growth 27.6% 25.4% 25.3% 23.4% 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% EBITDA $72 $106 $149 $205 $276 $336 $390 $443 $492 $539 $581 $581 % Margin 19.3% 22.5% 25.3% 28.2% 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.5% Less: Depreciation (4) (7) (9) (12) (16) (19) (21) (23) (25) (27) (29) (33) Less: Intangible Amort (15) (14) (14) (9) (8) (8) (2) (0) — —Less: SBC (23) (34) (47) (63) (80) (83) (94) (91) (100) (108) (115) (115) EBIT (Burdened by SBC) $30 $51 $79 $121 $172 $226 $274 $328 $367 $404 $438 $434 % Margin 8.0% 10.8% 13.4% 16.7% 19.4% 21.8% 23.3% 25.1% 25.8% 26.3% 26.7% 26.5% Less: Unlevered Taxes (12) (17) (24) (34) (46) (59) (71) (85) (95) (105) (114) (113) % Tax Rate 38.3% 33.9% 30.3% 28.1% 26.6% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Plus: Depreciation 4 7 9 12 16 19 21 23 25 27 29 33 Plus: Intangible Amort 15 14 14 9 8 8 2 0 — —Less: Capital Expenditures (10) (12) (13) (15) (18) (21) (24) (26) (29) (31) (33) (33) Less: (Increases) in NWC 2 4 5 6 6 7 8 9 10 11 12—Total Unlevered FCF $31 $47 $69 $98 $139 $181 $210 $249 $279 $306 $332 $321 (x) Discount Factor @ 13.0% Disc. Rate 0.98x 0.91x 0.81x 0.71x 0.63x 0.56x 0.50x 0.44x 0.39x 0.34x 0.30x PV of Unlevered FCF $8 $43 $56 $70 $88 $101 $104 $109 $108 $105 $101 Implied Share Price Implied Terminal NTM EBITDA Multiple Terminal Cash Flow $321 Terminal Value @ 6.0% PGR 4,861 Perpetuity Growth Rate Perpetuity Growth Rate Discount Factor @ 13.0% WACC 0.304x PV of Terminal Value $1,476 5.0% 6.0% 7.0% 5.0% 6.0% 7.0% PV of Projected Cash Flows 892 12.5% $15.53 $16.88 $18.72 12.5% 7.7x 8.9x 10.6x Total Enterprise Value $2,369 Plus: Cash 366 u nt u nt Less: Debt—Rate 13.0% $14.56 $15.69 $17.20 Rate 13.0% 7.2 8.3 9.8 Equity Value $2,735 Disco Disco (/) FDSO1 174.3 13.5% $13.71 $14.66 $15.91 13.5% 6.8 7.8 9.0 Price Per Share $15.69 16 Project Everest Source: Company filings, Management Projections Note: With the Special Committee’s approval, the DCF analysis was performed utilizing a 10-year forecast ending on calendar year 2033E 1. Includes 168.1mm basic shares outstanding and 6.2mm dilutive securities as of 10/20/23

Confidential – Draft Illustrative Discounted Cash Flow Analysis – WholeCo (Terminal Multiple Method) Valuation date as of 9/30/23 ($ in millions, expect per share data) Free Cash Flow Summary Management Projections 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $374 $469 $588 $726 $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,640 % Growth 27.6% 25.4% 25.3% 23.4% 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% EBITDA $72 $106 $149 $205 $276 $336 $390 $443 $492 $539 $581 $581 % Margin 19.3% 22.5% 25.3% 28.2% 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.5% Less: Depreciation (4) (7) (9) (12) (16) (19) (21) (23) (25) (27) (29) (33) Less: Intangible Amort (15) (14) (14) (9) (8) (8) (2) (0) — —Less: SBC (23) (34) (47) (63) (80) (83) (94) (91) (100) (108) (115) (115) EBIT (Burdened by SBC) $30 $51 $79 $121 $172 $226 $274 $328 $367 $404 $438 $434 % Margin 8.0% 10.8% 13.4% 16.7% 19.4% 21.8% 23.3% 25.1% 25.8% 26.3% 26.7% 26.5% Less: Unlevered Taxes (12) (17) (24) (34) (46) (59) (71) (85) (95) (105) (114) (113) % Tax Rate 38.3% 33.9% 30.3% 28.1% 26.6% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Plus: Depreciation 4 7 9 12 16 19 21 23 25 27 29 33 Plus: Intangible Amort 15 14 14 9 8 8 2 0 — —Less: Capital Expenditures (10) (12) (13) (15) (18) (21) (24) (26) (29) (31) (33) (33) Less: (Increases) in NWC 2 4 5 6 6 7 8 9 10 11 12—Total Unlevered FCF $31 $47 $69 $98 $139 $181 $210 $249 $279 $306 $332 $321 (x) Discount Factor @ 13.0% Disc. Rate 0.98x 0.91x 0.81x 0.71x 0.63x 0.56x 0.50x 0.44x 0.39x 0.34x 0.30x PV of Unlevered FCF $8 $43 $56 $70 $88 $101 $104 $109 $108 $105 $101 Implied Share Price Implied PGR Terminal NTM EBITDA $622 NTM Multiple 11.0x Terminal NTM EBITDA Multiple Terminal NTM EBITDA Multiple Terminal Value $6,846 Discount Factor 0.286x 9.0x 11.0x 13.0x 9.0x 11.0x 13.0x PV of Terminal Value $1,956 PV of Projected Cash Flows 892 12.5% $16.96 $19.10 $21.24 12.5% 6.1% 7.2% 8.0% Total Enterprise Value $2,848 u nt u nt Plus: Cash 366 Rate 13.0% $16.40 $18.44 $20.48 Rate 13.0% 6.5% 7.6% 8.4% Less: Debt—Disco Disco Equity Value $3,214 1 13.5% $15.87 $17.82 $19.77 13.5% 7.0% 8.1% 8.9% (/) FDSO 174.3 Price Per Share $18.44 17 Project Everest Source: Company filings, Management Projections Note: With the Special Committee’s approval, the DCF analysis was performed utilizing a 10-year forecast ending on calendar year 2033E 1. Includes 168.1mm basic shares outstanding and 6.2mm dilutive securities as of 10/20/23

Confidential – Draft Selected Publicly Traded Companies – Valuation Metrics ($ in millions, expect per share data) Share Total TEV / 1 TEV / 1 Price Market Enterprise TEV / Revenue REV / G TEV / EBITDA EBITDA / G Company 10/19/23 Cap Value CY23E CY24E CY24E CY23E CY24E CY24E Enterprise Peers Everest Enterprise — — — — -ACI Worldwide $21.47 $2,349 $3,272 2.3x 2.1x 0.32x 8.4x 7.8x 1.18x Flywire 28.41 3,826 3,237 12.3 9.9 0.41 NM NM NA Payoneer 5.87 2,422 1,895 2.7 2.4 0.18 11.2 9.8 0.72x Paymentus 14.93 1,905 1,746 2.9 2.4 0.12 39.9 31.2 1.53x AvidXchange 9.04 1,929 1,636 4.4 3.7 0.20 NM 41.4 2.25x Mean 4.9x 4.1x 0.24x 19.8x 22.5x 1.42x Median 2.9 2.4 0.20 11.2 20.5 1.36 SMB Peers Everest SMB — — — — -Bill Holdings $102.50 $11,571 $10,770 9.1x 7.4x 0.32x NM NM NA Paylocity 196.05 10,964 10,675 8.3 6.9 0.36 25.4 20.8 1.07 Paycor 24.65 4,425 4,959 8.3 7.1 0.42 27.5 22.9 1.35 Doximity 22.06 4,719 3,846 8.6 7.7 0.70 19.6 17.4 1.58 Evercommerce 9.87 1,923 2,371 3.4 3.1 0.26 16.3 14.2 1.21 Definitive 7.58 1,212 1,122 4.5 3.9 0.29 16.1 13.8 1.02 Phreesia 15.76 963 850 2.4 1.9 0.07 NM NM NA Weave Comm. 7.27 559 472 2.8 2.5 0.17 NM NM NA Mean 5.9x 5.1x 0.32x 21.0x 17.8x 1.25x Median 6.4 5.4 0.30 19.6 17.4 1.21 WholeCo Unaffected (10/4/23) Everest WholeCo Cons. $18.71 $3,259 $2,893 7.6x 6.2x 0.26x 41.3x 32.2x 1.38x Everest WholeCo Mgmt. 18.71 3,259 2,893 7.7 6.2 0.24 40.1 27.4 1.08 Mean 5.5x 4.7x 0.29x 20.5x 19.9x 1.32x Median2 4.4 3.7 0.29 17.9 17.4 1.21 Weighed Average3 4.9 4.2 0.26 18.9 17.8 1.23 Memo: Current Everest WholeCo Cons. $20.65 $3,599 $3,233 8.5x 6.9x 0.30x 46.1x 35.9x 1.54x Everest WholeCo Mgmt. 20.65 3,599 3,233 8.6 6.9 0.27 44.8 30.6 1.20 Source: Company filings, FactSet (10/19/23), Management Projections 1. Calculated as TEV / ’24E Metric / ’23E-’24E Revenue Growth Note: Everest, Flywire, AvidXchange, and Payoneer financials calculated on a net revenue basis 2. WholeCo Peers represent the peer median for all Enterprise and SMB Peers Note: Everest based on Management Projections except where indicated as Consensus; EBITDA represents 3. Weighted averages represent each segment’s peer median multiple weighted by Everest’s revenue segments burdened by allocated corporate overhead contribution for revenue and gross profit multiples, and by Everest’s EBITDA contribution for EBITDA Note: EBITDA multiple means and medians only include meaningful values. Multiples shown as NM are >45x or multiples negative 18 Project Everest

Confidential – Draft Precedent Transactions – Valuation Metrics ($ in millions, except per share data) Total TEV / Revenue EBITDA Date Enterprise TEV / Revenue Revenue / G TEV / EBITDA Growth Margin Announced Acquirer Target Value LTM NTM NTM LTM NTM NTM NTM Enterprise Transactions 1/9/23 Nuvei Paya $1,300 4.7x 4.1x 0.31x 18.2x 15.5x 13.4% 26.7% 12/12/22 Thoma Bravo Coupa 8,000 9.8 8.3 0.46 NM 36.4 18.2% 22.7% 9/28/22 EQT Billtrust 1,552 10.7 7.9 0.22 NM NM 35.4% (3.1%) 8/1/22 Global Payments EVO Payments 4,000 7.4 7.2 2.84 20.4 19.6 2.5% 36.8% 12/17/21 Thoma Bravo Bottomline 2,600 5.4 4.7 0.34 26.8 23.2 13.9% 20.4% 5/28/19 Global Payments TSYS 25,225 6.2 6.0 2.61 18.1 16.5 2.3% 36.7% 3/18/19 FIS Worldpay 43,000 11.0 9.9 0.93 22.7 19.5 10.7% 50.6% 1/16/19 Fiserv First Data 39,000 4.9 4.4 0.35 12.0 11.4 12.5% 38.4% 7/4/17 Vantiv Worldpay 12,000 9.4 9.1 NM 24.9 22.0 2.7% 41.6% 2/14/17 PayPal TIO 201 3.5 2.4 0.06 24.8 14.4 43.7% 17.0% 8/2/07 Fiserv CheckFree 4,400 4.4 3.7 0.21 12.4 12.1 17.9% 31.1% Mean $12,843 7.0x 6.2x 0.83x 20.0x 19.0x 15.7% 29.0% Median 4,400 6.2 6.0 0.34 20.4 18.0 13.4% 31.1% SMB Transactions 7/31/23 Francisco / TPG New Relic $6,043 6.3x 5.6x 0.42x NM 29.6x 13.5% 18.9% 3/14/23 Blackstone Cvent 4,600 7.3 6.0 0.29x 40.6 31.3 20.8% 19.3% 3/6/23 Silver Lake Qualtrics 12,500 8.6 7.3 0.41x NM 47.4 17.6% 15.4% 1/9/23 Vista Equity Partners Duck Creek 2,600 8.4 7.5 0.62x NM NM 12.0% 9.0% 8/8/22 Vista Equity Partners Avalara 8,400 11.4 8.6 0.26x NM NM 32.6% 4.0% 5/4/22 ICE Black Knight 16,000 10.6 9.7 1.13x 21.6 19.6 8.6% 49.7% 4/7/22 Brookfield CDK Global 8,300 4.7 4.5 0.72x 12.3 11.8 6.2% 37.9% 8/19/21 Nordic Capital Inovalon Holdings 7,300 10.2 8.8 0.55x 29.3 24.6 16.0% 35.6% 2/10/21 Tyler Technologies NIC 2,300 5.0 5.1 NM 21.1 20.1 (1.6%) 25.2% 12/21/20 Thoma Bravo RealPage 10,200 9.1 8.0 0.55x 32.5 28.1 14.4% 28.4% 2/12/19 Thoma Bravo Ellie Mae 3,397 7.1 6.6 0.97x 27.6 23.2 6.8% 28.6% 2/4/19 Hellman & Friedman Ultimate Software 11,000 9.6 7.9 0.37x 40.3 32.5 21.6% 24.4% 12/24/18 Vista Equity Partners Mindbody 1,900 8.3 6.4 0.22x NM NM 29.5% 4.4% Mean $7,422 8.1x 7.1x 0.59x 26.4x 26.2x 13.4% 24.7% Median 7,300 8.4 7.3 0.55 27.6 24.6 13.5% 25.2% Total Enterprise and SMB Mean $9,826 7.7x 6.7x 0.67x 23.9x 22.9x 15.5% 25.8% Median 6,671 7.8 6.9 0.41 22.7 21.1 13.7% 26.0% Source: Company filings, FactSet 19 Project Everest

Confidential – Draft Appendix

Confidential – Draft Analysis at Various Prices ($ in millions, except per share data) Everest Unaffected Current Analysis at Various Prices (10/19/23) Current Price (10/19/23) $18.71 $20.65 $22.00 $22.50 $23.00 $23.50 $24.00 $24.50 $25.00 % Premium to Current 6.5% 9.0% 11.4% 13.8% 16.2% 18.6% 21.1% % Premium to Unaffected as of 10/4/23 ($18.71) 10.4% 17.6% 20.3% 22.9% 25.6% 28.3% 30.9% 33.6% % Premium to 30-Day VWAPą ($17.74) 5.4% 16.4% 24.0% 26.8% 29.6% 32.4% 35.3% 38.1% 40.9% % Premium to 60-Day VWAPą ($17.37) 7.7% 18.9% 26.7% 29.6% 32.4% 35.3% 38.2% 41.1% 44.0% % Premium to 90-Day VWAPą ($18.03) 3.8% 14.6% 22.0% 24.8% 27.6% 30.4% 33.1% 35.9% 38.7% % Premium to 52-Week Highą ($22.27) (16.0%) (7.3%) (1.2%) 1.0% 3.3% 5.5% 7.8% 10.0% 12.3% (x) FDSO 174.2 174.3 174.3 174.3 174.4 174.4 174.4 174.4 174.4 Equity Value $3,259 $3,599 $3,835 $3,923 $4,010 $4,098 $4,185 $4,273 $4,360 (+) Debt (-) Cash (366) (366) (366) (366) (366) (366) (366) (366) (366) Enterprise Value $2,893 $3,233 $3,469 $3,557 $3,644 $3,732 $3,819 $3,907 $3,994 Multiples Analysis Enterprise Value to: Metric CY23E Revenue (Mgmt.) $374 7.7x 8.6x 9.3x 9.5x 9.7x 10.0x 10.2x 10.4x 10.7x CY24E Revenue (Mgmt.) 469 6.2 6.9 7.4 7.6 7.8 8.0 8.1 8.3 8.5 CY24E Growth-Adj. Revenue (Mgmt.)² 25.4% 0.24x 0.27x 0.29x 0.30x 0.31x 0.31x 0.32x 0.33x 0.34x CY23E Gross Profit (Mgmt.) $299 9.7x 10.8x 11.6x 11.9x 12.2x 12.5x 12.8x 13.1x 13.4x CY24E Gross Profit (Mgmt.) 375 7.7 8.6 9.3 9.5 9.7 10.0 10.2 10.4 10.7 CY24E Growth-Adj. Gross Profit (Mgmt.)Ë› 25.4% 0.30x 0.34x 0.36x 0.37x 0.38x 0.39x 0.40x 0.41x 0.42x CY23E Adj. EBITDA (Mgmt.) $72 40.1x 44.8x 48.0x 49.2x 50.5x 51.7x 52.9x 54.1x 55.3x CY24E Adj. EBITDA (Mgmt.) 106 27.4 30.6 32.8 33.6 34.5 35.3 36.1 37.0 37.8 CY24E Growth-Adj. EBITDA (Mgmt.)² 25.4% 1.08x 1.20x 1.29x 1.33x 1.36x 1.39x 1.42x 1.46x 1.49x CY23E Adj. EBITDA (Consensus) $70 41.3x 46.1x 49.5x 50.7x 52.0x 53.2x 54.5x 55.7x 57.0x CY24E Adj. EBITDA (Consensus) 90 32.2 35.9 38.6 39.5 40.5 41.5 42.5 43.4 44.4 CY24E Growth-Adj. EBITDA (Consensus)² 23.3% 1.38x 1.54x 1.65x 1.70x 1.74x 1.78x 1.82x 1.86x 1.90x 21 Project Everest Source: Company filings, FactSet (10/19/23), Management Projections Note: Analysis assumes ~174.3mm shares at current price (and TSM); Includes 168.1mm basic shares outstanding and 6.2mm dilutive securities as of 10/20/23 1. Relative to unaffected date of 10/4/23 2. Calculated as TEV / ’24E Metric / ’23E-’24E Revenue Growth

Confidential – Draft Weighted Average Cost of Capital (WACC)—WholeCo ($ in millions) Selected Public Companies—Cost of Capital Cost of Equity and WACC Calculation Total Gross Market Enterprise Debt to Adj. Unl. Historical Supply-Side 2 2 Company Cap Value Equity Beta Beta Everest WholeCo $3,599 $3,233 0.0% 1.19 1.19 Everest Peers Everest Peers Enterprise Peers ACI Worldwide $2,349 $3,272 45.7% 0.97 0.73 Risk Free Rate1 5.3% 5.3% 5.3% 5.3% Flywire 3,826 3,237 0.0% 1.66 1.66 Payoneer 2,422 1,895 0.7% 1.08 1.07 2 Paymentus 1,905 1,746 0.0% 1.42 1.42 Unlevered Beta 1.19 1.32 1.19 1.32 AvidXchange 1,929 1,636 4.3% 1.49 1.44 SMB Peers Debt / Equity Ratio 0.0% 10.0% 0.0% 10.0% Bill Holdings $11,571 $10,770 16.1% 2.01 1.79 Paylocity 10,964 10,675 0.0% 1.08 1.08 Tax Rate3 26.0% 26.0% 26.0% 26.0% Paycor 4,425 4,959 0.0% 1.38 1.38 Doximity 4,719 3,846 0.0% 1.52 1.52 Levered Beta4 1.19 1.42 1.19 1.42 Evercommerce 1,923 2,371 27.8% 1.11 0.92 Definitive 1,212 1,122 21.5% 1.70 1.46 Market Risk Premium5 7.2% 7.2% 6.4% 6.4% Phreesia 963 850 0.4% 1.35 1.34 Weave Comm. 559 472 1.8% 1.41 1.39 5 Size Premium 0.9% 0.9% 0.9% 0.9% Overall Mean 9.1% 1.40 1.32 Overall Median 0.7% 1.41 1.39 WACC—Sensitivities Cost of Equity6 14.8% 16.4% 13.8% 15.3% Historical Supply-Side Pre-tax Cost of Debt7 6.6% 6.6% 6.6% 6.6% WACC WACC Debt / Equity Ratio Debt / Equity Ratio After-tax Cost of Debt 4.9% 4.9% 4.9% 4.9% 0.0% 10.0% 20.0% 0.0% 10.0% 20.0% 1.10 13.3% 13.8% 14.3% 1.10 12.5% 12.9% 13.4% Equity to Total Cap. 90.9% 90.9% 90.9% 90.9% Unl. Unl. 1.20 13.9% 14.5% 15.1% 1.20 13.0% 13.5% 14.1% Beta Beta WACC8 13.9% 15.4% 13.0% 14.3% 1.30 14.6% 15.2% 15.8% 1.30 13.6% 14.2% 14.7% Source: Company filings, FactSet (10/19/23), Ibbotson 1. 20-year Treasury rate as of 10/19/23 2. Raw Beta based on average of two-year weekly Beta, calculated in comparison to the S&P 500 index. Adjusted Beta = (2/3) 5. Kroll (2023). The market size of $3,599mm assumed for Everest WholeCo is equivalent to a 5th decile size premium * Raw Beta + (1/3) * 1. Unlevered Beta = Levered Beta / (1 + (1—Tax rate) * (Debt / Equity)) 6. Cost of Equity = Risk Free Rate + (Market Risk Premium * Levered Beta) 3. Assumes 26% tax rate based on federal and state corporate tax rates 7. Based off YTW of Bill Holdings 4. Levered Beta = Unlevered Beta * (1 + (1—Tax Rate) * (Debt / Equity)) 8. WACC = Cost of Equity * Equity to Total Capitalization + After-tax Cost of Debt * (1—Equity to Total Capitalization) 22 Project Everest

Confidential – Draft Trading Multiples Over Time TEV / NTM Revenue (Since IPO1) 20.0x TEV / NTM Revenue Everest IGV 17.5x Current (10/19/23) 7.2x 7.0x 16.0x 3 Months Average 6.3 7.2 6 Months Average 6.4 7.0 1 Year Average 6.9 6.6 12.0x 10.6x 8.0x 7.2x (10.3x) 7.0x (3.6x) 4.0x Oct-21 Mar-22 Aug-22 Dec-22 May-23 Oct-23 Everest IGV TEV / NTM EBITDA (Last 12 Months) 70.0x TEV / NTM EBITDA Everest IGV 57.9x Current (10/19/23) 37.5x 20.1x 55.0x 3 Months Average 33.1 20.3 6 Months Average 34.2 20.0 1 Year Average 39.3 19.1 40.0x 37.5x (20.4x) 25.0x 20.1x +2.5x 17.6x 10.0x Oct-22 Dec-22 Mar-23 May-23 Aug-23 Oct-23 Everest IGV 23 Project Everest Source: FactSet (10/19/23) 1. Chart begins October 2021, the most recent date broker estimates are available following Everest’s IPO (9/23/21)

Confidential – Draft Present Value of Future Share Price (NTM EBITDA) ($ in millions, expect per share data) Illustrative Future Share Price Analysis Illustrative Present Value of the Future Share Price (@ Various NTM EBITDA Multiples) (@ Various NTM EBITDA Multiples) $46.27 30.0x—26.0x NTM EBITDA $43.10 30.0x—24.0x NTM EBITDA 30.0x—26.0x NTM $35.99 EBITDA; 14.0% CoE 30.0x—22.0x $34.43 $39.94 NTM EBITDA Average PV of FSP – High Range: $30.22 $25.09 $26.80 $28.16 $27.54 $23.38 $25.64 30.0x—24.0x NTM $26.97 $32.86 $22.89 EBITDA; 14.0% CoE $20.61 $19.95 $26.09 $20.61 $26.40 $19.95 $24.47 30.0x—22.0x NTM $22.41 $20.61 $19.95 EBITDA; 14.0% CoE $18.71 $18.71 Average PV of FSP – Low Range: $23.23 Unaffected 12/31/23 12/31/24 12/31/25 12/31/26 Unaffected 12/31/23 12/31/24 12/31/25 12/31/26 Price Price PV of Future Share Price Analysis (9/30/23) NTM EBITDA Multiple Method FYE 12/31, 2023E 2024E 2025E 2026E NTM EBITDA (Mgmt. Plan) $106 $149 $205 $276 (x) NTM EBITDA Multiple 30.0x 28.0x 26.0x 24.0x Future TEV $3,172 $4,175 $5,322 $6,621 Plus: Net Cash1 420 525 677 891 Future Equity Value $3,592 $4,700 $6,000 $7,512 (/) FDSO1 174.3 174.3 174.3 174.3 Implied Future Share Price $20.61 $26.97 $34.43 $43.10 (x) Discount Factor @ 14.0% CoE 0.97x 0.85x 0.74x 0.65x PV of Future Share Price $19.95 $22.89 $25.64 $28.16 % Premium to Unaffected 30D VWAP (10/4/23) 12.4% 29.0% 44.5% 58.7% 24 Project Everest Source: Company Filings, Management Projections, FactSet (10/19/23) 1. Net cash and FDSO balance projections per Management

Confidential – Draft Illustrative Sum-of-the-Parts Analysis –Trading Multiples and Precedents ($ in millions, expect per share data) Corp. Enterprise SMB Total Cash Trading Multiples Low High Low High Low High Select Segment Peer Set Methodology ‘24E EBITDA 1 ‘24E EBITDA1 Metric $14 $14 $97 $97 (x) Multiple Range 30.0x 35.0x 28.0x 36.0x Enterprise Value $414 $482 $2,715 $3,490 $3,128 $3,973 Implied EBITDA Multiple 30.0x 35.0x 28.0x 36.0x 29.6x 37.6x Net Debt (Cash) (74) (74) (10) (10) (282) (366) (366) Equity Value $487 $556 $2,725 $3,500 $282 $3,494 $4,339 FDSO 174.3 174.3 174.3 174.3 174.3 174.3 174.3 Implied Price / Share $2.80 $3.19 $15.63 $20.08 $1.62 $20.05 $24.90 % Prem. / (Disc.) to Unaffected 30D VWAP (10/4/23) 13.0% 40.3% Precedent Txns. Methodology NTM Revenue (9/30/23) NTM EBITDA (9/30/23) Metric $181 $181 $91 $91 (x) Multiple Range 4.0x 5.0x 30.0x 40.0x Enterprise Value $725 $906 $2,715 $3,621 $3,440 $4,526 Implied Multiple 4.0x 5.0x 30.0x 40.0x 32.5x 42.8x Net Debt (Cash) (74) (74) (10) (10) (282) (366) (366) Equity Value $798 $979 $2,726 $3,631 $282 $3,806 $4,892 FDSO 174.3 174.3 174.3 174.3 174.3 174.3 174.3 Implied Price / Share $4.58 $5.62 $15.64 $20.83 $1.62 $21.84 $28.07 % Prem. / (Disc.) to Unaffected 30D VWAP (10/4/23) 23.1% 58.2% 25 Project Everest Source: Company filings, FactSet (10/19/23), Management Projections 1. 55% and 45% of allocatable corporate overhead (total overhead less costs for management team, overlapping services, and other redundancies) allocated to Enterprise and SMB segments, respectively, per Management; Allocatable corporate overhead includes public company costs

Confidential – Draft Illustrative Tax Impact of Sale of Enterprise ($ in millions, except per share data) Range based on valuation range of Enterprise implied by Trading Multiples and Precedents methodologies Enterprise Select Precedent Transactions Mid-point of Trading Multiples Mid-point of Precedent Transactions Implied Price / Share (Pre-Tax)—Midpoints $2.99 $5.10 Implied Enterprise Value (Pre-Tax) $448 $815 (-) Tax Basis (116) (116) Gain on Sale 332 699 Assumed Tax Rate 26.0% 26.0% Illustrative Tax Impact 86 182 Implied After Tax Enterprise Value $362 $633 (-) Net Debt (Cash) (74) (74) Equity Value $436 $707 FDSO 174.3 174.3 Implied Price / Share (Tax-Affected) $2.50 $4.06 Implied Tax Impact / Share ($0.50) ($1.04) Source: Company filings, FactSet (10/19/23), Management Projections 26 Project Everest

Confidential – Draft Preliminary Leveraged Buyout Analysis ($ in millions, except per share data) Key Assumptions Financial Summary and Credit Statistics Management Projections Extrap. Illustrative transaction close date of September 30, Calendar Year Ended 12/31, 2023E 3 2024E 2025E 2026E 2027E 2028E 2023 and exit on December 31, 2028 (5.25-year Revenue $101 $469 $588 $726 $886 $1,040 holding period) % Growth 25.4% 25.3% 23.4% 22.1% 17.3% Adj. EBITDA $20 $106 $149 $205 $276 $336 Illustrative Sources & Uses shows entry at $22.00 % Margin 19.9% 22.5% 25.3% 28.2% 31.1% 32.3% offer price per share (24.0% premium to unaffected (+) PubCo Cost Savings 2 9 9 10 11 12 30-Day VWAP1), for a purchase TEV of $3.5bn Adj. EBITDA (incl. PubCo Cost Savings) $22 $114 $159 $215 $287 $348 Exit at 24.0x LTM EBITDA, based on current peer % Margin 21.8% 24.4% 27.0% 29.6% 32.4% 33.5% trading multiples Adj. EBIT (incl. PubCo Cost Savings)4 $17 $94 $136 $194 $264 $322 % Margin 17.0% 20.0% 23.1% 26.8% 29.7% 31.0% 6.5x Target Gross Leverage, consisting of: (-) Cash Taxes (0) (13) (27) (45) (65) (83) % Tax Rate 38.3% 33.9% 30.3% 28.1% 26.6% 26.0% 6.5x Unitranche @ S+CSA+650bps, 97.0 OID, 1.0% amortization, no financing fees (+) Depreciation 1 7 9 12 16 19 (+) Intangible Amortization 4 14 14 9 8 8 $70mm minimum cash balance2 (-) Net Interest Expense (14) (52) (43) (32) (15) (0) (-) Changes in NWC 1 4 5 6 6 7 $50mm transaction fees (-) Capital Expenditures (2) (12) (13) (15) (18) (21) Levered Free Cash Flow $6 $42 $80 $128 $196 $252 4% management promote Cumulative Free Cash Flow 6 48 128 256 452 703 Sources Memo: Leverage and Credit Statistics Unitranche Facility $492 Net Debt $374 $295 $166 ($30) ($281) Pro Forma Debt 492 Total Debt / Adj. EBITDA 3.9x 2.3x 1.1x 0.1x 0.0x Balance Sheet Cash 366 Net Debt / Adj. EBITDA 3.3 1.9 0.8 NM NM Sponsor Equity 3,112 Implied TEV and Offer Price (’28 Exit, 6.5x Gross Leverage) Total Sources $3,970 Implied Purchase Equity Implied Offer Price Exit LTM EBITDA Multiple Exit LTM EBITDA Multiple Uses 22.0x 24.0x 26.0x 22.0x 24.0x 26.0x Everest Purchase Equity $3,835 Minimum Cash 70 17.5% $3,628 $3,914 $4,201 17.5% $22.91 $24.54 $26.18 Transaction Fees 50 Req’d Req’d 20.0% 3,285 3,542 3,799 20.0% $20.95 $22.42 $23.88 Financing Fees & OID 15 IRR IRR Total Uses $3,970 22.5% 2,985 3,215 3,446 22.5% $19.24 $20.55 $21.87 27 Project Everest Source: Company filings, Management Projections, FactSet (10/19/23) 1. 30-Day VWAP ($17.74) as of 10/4/23 (the unaffected date) 3. Represents 4Q’23 metrics 2. Approximately 2.5x monthly expenses in September 2023, per Management guidance 4. Burdened by intangible amortization

Confidential – Draft Summary of Equity Research Perspectives Selected Analyst Price Targets1 Analyst Commentary Broker Date Rating Target² Valuation Methodology William Blair 9/18/23 Buy NA Strong combination of growth and EV / Revenue, EV / EBITDA profitability, well insulated from macro Citi 8/24/23 Buy 22.00 DCF, EV / Revenue slowdown J.P. Morgan 8/22/23 Hold 19.00 DCF, FCF Per Share Lower cash flow conversion in 2023 Needham 8/3/23 Buy 40.00 EV / Revenue due to higher cash taxes Truist 8/3/23 Buy 30.00 DCF Robust customer growth in SMB Raymond James 8/3/23 Buy 25.00 SOTP (EV / Revenue , EV / GP) driven by core mental health and emerging verticals (speech pathology Bank of America 8/3/23 Buy 23.00 EV / Revenue and occupational therapy) Craig-Hallum 8/3/23 Buy 22.00 EV / EBITDA Potential execution risk as it expands target market within SMB KeyBanc 8/3/23 Buy 20.00 -Deutsche Bank 8/3/23 Hold 21.00 DCF Goldman Sachs 7/13/23 Hold 21.00—Revenue Cycle Management product expected to drive long-term growth Mean $24.30 Potential overhang from private Median 22.00 equity ownership 25th Percentile 21.00 Attractive opportunity to expand into 75th Percentile 24.50 larger group practices, but still early innings Actual Share Performance vs. Target Price (Since IPO)1 Analyst Rating History $60 Premium to Unaffected 30-Day VWAP ($17.74)ł: 24.0% 10 10 10 10 10 10 11 11 11 11 11 12 20% 20% 20% 20% 20% 20% 18% 18% 25% 27% 27% 27% $40 $22.00 (45.0%) 80% 80% 80% 80% 80% 80% 82% 82% 75% 73% 73% 73% $20 $20.65 (39.5%) $—11/19/21 4/7/22 8/25/22 1/12/23 6/1/23 10/19/23 Everest Price Median PT Buy Hold 28 Project Everest Source: FactSet (10/19/23), Bloomberg, Wall Street research 1. Analyst price targets prior to 10/5/23 leak 2. Target price not discounted to present value 3. Represents 30-Day VWAP as of 10/4/23 (the unaffected date)

Confidential – Draft North America Take Private Premiums Paid Analysis Analysis of last 3 years of take private transactions with TEV > $1.0bn – 98 Deals Premium to Unaffected Premium to 30-Day VWAP1 Number of Deals Number of Deals 10 17 18 14 13 26 9 13 14 16 18 28 Median: 32.9% Median: 37.9% 28.6% Mean: 34.4% 26.5% Mean: 38.9% 18.4% 18.4% 17.3% 14.3% 14.3% 16.3% 13.3% 13.3% 10.2% 9.2% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% Premium to 60-Day VWAP1 Premium to 90-Day VWAP1 Number of Deals Number of Deals 10 13 15 18 10 32 19 8 11 15 11 34 Median: 37.0% Median: 37.4% Mean: 39.4% 32.7% Mean: 40.4% 34.7% 18.4% 19.4% 15.3% 13.3% 15.3% 10.2% 10.2% 11.2% 11.2% 8.2% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% Source: Thomson Reuters, FactSet, Company Filings Note, does not include REITS, Real Estate, BDCs, and MLPs 1. VWAP relative to unaffected date 29 Project Everest

Confidential – Draft Segment Financial Summary – Management Projections ($ in millions) Everest Enterprise Everest SMB 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2021A 2022A 2023E 2024E 2025E 2026E 2027E Revenue $99 $128 $157 $192 $239 $294 $359 $109 $165 $217 $277 $350 $432 $527 % Growth 29.7% 23.1% 21.9% 24.3% 23.2% 22.1% 51.9% 31.1% 27.9% 26.0% 23.6% 22.1% (–) COGS (20) (24) (29) (37) (44) (52) (62) (25) (36) (46) (58) (71) (85) (100) % of Rev. 20.6% 18.9% 18.7% 19.0% 18.4% 17.8% 17.4% 22.7% 21.8% 21.3% 20.9% 20.2% 19.6% 18.9% Gross Profit $78 $104 $128 $155 $195 $242 $297 $84 $129 $171 $220 $279 $347 $428 % Margin 79.4% 81.1% 81.3% 81.0% 81.6% 82.2% 82.6% 77.3% 78.2% 78.7% 79.1% 79.8% 80.4% 81.1% (–) S&M1 (47) (61) (74) (85) (101) (118) (137) (21) (33) (42) (54) (68) (83) (99) % of Rev. 47.2% 47.7% 47.3% 44.4% 42.4% 40.2% 38.1% 19.7% 19.9% 19.3% 19.4% 19.4% 19.2% 18.7% (–) R&D (13) (18) (23) (30) (37) (45) (54) (18) (27) (39) (47) (58) (72) (86) % of Rev. 13.6% 13.8% 14.7% 15.6% 15.4% 15.5% 15.0% 16.1% 16.1% 17.8% 16.9% 16.7% 16.6% 16.3% (–) G&A2 (14) (23) (25) (28) (33) (38) (44) (18) (22) (23) (27) (31) (34) (39) % of Rev. 13.7% 17.8% 16.1% 14.8% 14.0% 12.9% 12.3% 16.3% 13.5% 10.5% 9.7% 8.8% 8.0% 7.3% Adj. EBIT $5 $2 $5 $12 $23 $40 $62 $27 $48 $68 $92 $122 $158 $205 % Margin 4.8% 1.7% 3.1% 6.2% 9.8% 13.7% 17.2% 25.2% 28.7% 31.1% 33.1% 34.9% 36.7% 38.8% (+) D&A 1 1 2 2 2 3 4 1 2 3 5 7 9 12 % of Rev. 1.2% 1.0% 1.0% 1.0% 1.0% 1.1% 1.1% 1.1% 1.1% 1.3% 1.8% 1.9% 2.0% 2.2% Adj. EBITDA $6 $3 $6 $14 $26 $43 $66 $29 $49 $70 $97 $129 $167 $216 % Margin 6.0% 2.6% 4.1% 7.2% 10.8% 14.8% 18.3% 26.3% 29.9% 32.4% 34.9% 36.8% 38.7% 41.0% Source: Company filings, Management Projections Note: 2021A-2023E Enterprise figures pro forma for sale of HealthPay24 1. Includes residuals 2. 55% and 45% of allocatable corporate overhead (total overhead less costs for management team, overlapping services, and other redundancies) allocated to Enterprise and SMB segments, respectively, per Management; Allocatable corporate overhead includes public company costs 30 Project Everest

Confidential – Draft Reconciliation of Corporate Overhead Allocations ($ in millions) Historical Management Projections 2021A 2022A 2023E 2024E 2025E 2026E 2027E Total Corporate Overhead $19 $31 $34 $41 $47 $52 $60 (–) Corporate-Level-Only Costs1 (4) (4) (5) (5) (5) (6) (6) Allocatable Overhead $15 $27 $30 $36 $41 $46 $54 Enterprise Allocation $8 $15 $16 $20 $23 $25 $30 % of Allocatable Overhead 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% SMB Allocation $7 $12 $13 $16 $19 $21 $24 % of Allocatable Overhead 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% Enterprise EBITDA (Pre-Corp. Expenses) $14 $18 $23 $34 $49 $69 $95 % Margin 14.4% 14.3% 14.5% 17.5% 20.4% 23.4% 26.6% (–) Corporate Overhead (55% Allocation) (8) (15) (16) (20) (23) (25) (30) Enterprise EBITDA (Post-Corp. Expenses) $6 $3 $6 $14 $26 $43 $66 % Margin 6.0% 2.6% 4.1% 7.2% 10.8% 14.8% 18.3% SMB EBITDA (Pre-Corp. Expenses) $35 $62 $84 $113 $147 $188 $241 % Margin 32.5% 37.2% 38.6% 40.8% 42.1% 43.5% 45.6% (–) Corporate Overhead (45% Allocation) (7) (12) (13) (16) (19) (21) (24) SMB EBITDA (Post-Corp. Expenses) $29 $49 $70 $97 $129 $167 $216 % Margin 26.3% 29.9% 32.4% 34.9% 36.8% 38.7% 41.0% Source: Company filings, Management Projections Note: Enterprise is Pro Forma for divestiture of HealthPay24 1. Represents duplicated costs for management team, overlapping services, and other redundancies (e.g., Everest corporate-level S&M expense), based on discussion with Management 31 Project Everest

Exhibit (c)(iii)

Confidential - Preliminary Draft Exhibit (c)(iii) Confidential - Preliminary Draft Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Project Everest Special Committee Discussion Materials August 29, 2023 Evercore

Confidential – Preliminary Draft Project Everest Process Update and Next Steps Completed outreach to 8 parties 8 NDAs signedManagement meetings scheduled with all 8 parties and completed with 6 Presentation materials reviewed by the Special Committee and EvercoreMaterials excluded financial forecasts Received inbound from on 8/26 Process Update Financial Forecast Provide feedback and approve updated model (and Financial Supplement packet) Review informal bidder feedback and decide next steps Evercore to present an overview of certain potential strategic alternatives and preliminary valuation perspectives Next Steps: Special Committee Status of Management Meetings First draft provided by management reviewed by Evercore Forecast walkthrough and Q&A session with CFO on 8/21 Revised draft received on 8/27 and discussed with CFO on 8/28 Outstanding model / forecast information: Longer-term financial model bridging to “steady state” growth and margins Tax basis analysis (currently being conducted by Deloitte) Segment breakdown of certain line items (e.g. Intangible Amortization) Next Steps: Potential Bidders Distribute model (and Financial Supplement packet) Model diligence calls with engaged bidders Informal feedback calls to gauge interest 2
Process Update and Next Steps â– Completed outreach to 8 parties Status of Management Meetings â– 8 NDAs signed â– Management meetings scheduled with all 8 parties and Process completed with 6 Update â–º Presentation materials reviewed by the Special [***] Committee and Evercore â–º Materials excluded financial forecasts â–Received inbound from [***] ) on 8/26 â– First draft provided by management reviewed by Evercore Forecast walkthrough and Q&A session with CFO on 8/21 Revised draft received on 8/27 and discussed with CFO on 8/28 Financial Financial forecast Outstanding model / forecast information: Forecast Longer-term financial model bridging to “steady state” growth and margins Tax basis analysis (currently being conducted by Deloitte) Segment breakdown of certain line items (e.g. Intangible Amortization) â–Provide feedback and approve updated model (and Financial Supplement packet) Next Steps: â–Review informal bidder feedback and decide next Next Steps: ^ Distribute model (and Financial Supplement packet) Special steps Potential â– Model diligence calls with engaged bidders Committee â– Evercore to present an overview of certain Bidders â– informal feedback calls to gauge interest potential strategic alternatives and preliminary valuation perspectives

Everest Management Financial Forecast - Evercore’s Observations Forecasts assume Everest remains a standalone public company and a single business with two segments Key growth levers described in the management presentation appear to have been incorporated Forecast is provided at a business and segment level, with key financial line items (e.g., GP, S&M, R&D, G&A, D&A) by business ► Management provided voiceover basis for allocation of corporate overhead: 55% to enterprise, 45% to SMB ■ Financial forecast projected through 2027, where the company is not yet at a “steady state” Everest grows at 20%+ in 2027; Management to provide longer-term forecast to Evercore for valuation purposes WholeCo EBITDA margins are at 31 % in 2027—in line with management’s long-term targets of 30%+ ■ The SMB segment grows at a 25% CAGR between 2023 and 2027; EBITDA margins improve from 33% to 41% over same period1 Growth driven by new customers from larger group practices, further penetration of RCM, and growth into “Tier 1” and outpatient specialties Forecast incorporates price increases in 2024 and 2026 and operating leverage from favorable net take rates from Stripe partnership as volumes grow Luminello, which expands Everest’s capabilities deeper into the psychiatric segment, expected to reach ~4.5k customers and contribute ~$10mm of revenue (1.1% of WholeCo total) by year-end 2027 ■ The Enterprise segment grows at a 23% CAGR between 2023 and 2027; EBITDA margins improve from 4% to 18% over same period1 Growth from further penetration of the insurance and consumer finance verticals and new logo wins displacing legacy on-prem solutions Deceleration in revenue growth in 2H’23 on account of the HealthPay24 divestiture and down-sell of a large client, followed by re-acceleration in 2024 Margins benefit from residuals management (buyout of less active partners and targeting lower payouts) Potential Upside & Cost Saves Potential Risks to Forecast ~$9mm (growing to ~$12mm in 2027) of public company costs in a ■ TAM saturation in core markets, especially in Behavioral Health, take-private which could impact SMB growth ~$5mm of avoidable corporate costs in a separation of Enterprise ■ Payments take rate compression (vs. the expansion modeled) driven and SMB by competition ► Offset by modest incremental separation costs from upskilling ■ Increased churn from price increases in 2024 and 2026

Everest Management Financial Forecast - Key Preliminary Takeaways from Benchmarking There were no material “hockey stick” changes in the model KPI drivers or meaningful unexplained degradation vs trends Deviations from trends were explained by in-flight initiatives (e.g., residual buyout, one-time pricing study, price increases, shared services leverage, etc.) 2023E revenue (by segment & WholeCo), gross profit, and EBITDA are generally in line with consensus and management’s guide 2024E and 2025E revenue (by segment & WholeCo) are generally in line with consensus - noting that relatively few analysts currently forecast 2025E Management forecasts EBITDA outperformance vs. consensus in ‘24E and ‘25E from operating leverage, driven by G&A improvements from build-out of shared services and Enterprise pricing/packaging study Management expects to guide’24E financials during the full-year earnings release in February 2024 Everest segments and WholeCo projected to grow roughly in-line with or above selected peers ‘23E - ‘24E growth deceleration: Everest Enterprise (~120bps) vs peers (~250bps) and Everest SMB (~320bps) vs peers (~370bps) While Enterprise margins are projected to be below peers (with expansion expected), SMB currently delivers margins in-line with peers2 ‘23E - ‘24E EBITDA margin expansion: Everest Enterprise (~300bps) vs peers (~530bps) and Everest SMB (~240bps) vs peers (90bps) Source: Company filings, Management estimates 1. Enterprise peers include ACI Worldwide, Avidxchange, Flywire, Paymentus, and Payoneer. SMB peers include Bill, Definitive Healthcare, Doximity, Evercommerce, Paycor, Paylocity, Phreesia, and Weave. All of the

END Illustrative Revenue Bridge Enterprise SMB WholeCo ($in millions) ‘23E - ‘25E CAGR: 23.1% 26.9% 25.4% ‘25E -’27E CAGR: 22.7% 22.8% 22.8% $178 $886 $120 ^^^| 3^33 $588 $81 ^ ^^^^^ 2023E Enterprise SMB 2025E Enterprise SMB 2027E

END Illustrative EBITDA Bridge ($ in minions) ^$9^m ^^^^ $276

Financial Overview – Everest WholeCo Historical & Management Forecast Source: Company filings, Management estimates Note: 2021A-2023E figures pro forma for sale of HealthPay ($ in millions) $208 $293 $374 $469 $588 $726 $886 41.6% 41.4% 27.6% 25.4% 25.3% 23.4% 22.1% 2021A 2022A 2023E 2024E 2025E 2026E 2027E Revenue Revenue Growth ‘21A - ‘23E CAGR: 34.3% ‘23E - ‘27E CAGR: 24.0% $31 $48 $72 $106 $149 $205 $276 14.7% 16.5% 19.3% 22.5% 25.3% 28.2% 31.1% 2021A 2022A 2023E 2024E 2025E 2026E 2027E

Financial Overview - Everest WholeCo Historical & Management Forecast ($ in millions) Revenue ‘21A -’23E CAGR: 34.3% ‘23E - ‘27E CAGR: 24.0% $886 , $726 CY23 Guide: ^^^^H !,$376.5 - $379.0 $588 41.4% $469 $374 41.6% $293 “— $208 i 1 1 ^ 1 1 1 1 1 2021A 2022A 2023E 2024E 2025E 2026E 2027E ^™ Revenue Revenue Growth ‘21A -’23E CAGR: 53.7% ‘23E - ‘27E CAGR: 39.8% $276 CY23 Guide: $205 $69.5 - $70.5 i ^^^^H ^^^^1 $149 $106 $31 $ ■14.7% | 16.5% 2021A 2022A 2023E 2024E 2025E 2026E 2027E ^ EBITDA EBITDA Margin Source: Company filings, Management estimates Note: 2021A-2023E figures pro forma for sale of HealthPay EBITDA

Financial Overview - Everest Enterprise Historical & Management Forecast ($ in millions) Revenue ‘21A -’23E CAGR: 26.3% ‘23E - ‘27E CAGR: 22.9% $359 $294 $239 $192 $157 $128 $99 21.9% ^^^H 24.3% ^^^H 23.2% ^^^H 22.1% 29.7% 17.4% ^^^1 II 23.1% ^^^1 ^^^1 ^^^1 ^^^1 i 1 ^ 1 ^ 1 ^ 1 ^ 1 ^ 1 2021A 2022A 2023E 2024E 2025E 2026E 2027E ^™ Revenue Revenue Growth EBITDA1 ‘21A -’23E CAGR: 1.9%2 ‘23E - ‘27E CAGR: 76.7%2 $95 I j $69 30 $49 26 i jmmi $14 $18 $23 7.2% 23 6.5% _2.5% j ~4.2% 20 WTM I I j”5 ^— ^ 15 i i _y—__ ggg^u— M1’irf%M ^^^| ^^^^j 2021A 2022A 2023E 2024E 2025E 2026E 2027E EBITDA (Post-Allocation) Allocation of Corporate Overhead EBITDA Margin (Post-Allocation) InvoiceCloud % of Enterprise Revenue Evercore 8 Project Everest Source: Company filings, Management estimates Note: 2021A-2023E figures pro forma for sale of HealthPay 55% of allocatable corporate overhead (total overhead less $5mm duplicative costs) allocated to segment per management CAGRs calculated post-allocation of corporate overhead 71.8% 74.9% 78.1% 80.9% 82.2% 83.4% 84.2%

Comparison of Management Forecast to Consensus Revenue in the model generally in-line with consensus but there is a paucity of Street estimates for 2025 CY23 Guide: $376.5 - $379.0 WholeCo Revenue Broker Min. Broker 1st Quartile Broker Median Broker Max. Management Broker 3rd Quartile Enterprise Revenue SMB Revenue ($ in millions) CY23E CY24E CY25E CY23E CY24E CY25E2 CY23E CY24E CY25E X Source: Management estimates, FactSet (8/18/23) Note: 2023 Management figures are pro forma to remove impact of HealthPay from full year

Comparison of Management Forecast to Consensus ($ in millions) Revenue in the model generally in-line with consensus but there is a paucity of Street estimates for 2025 WholeCo Revenue Enterprise Revenue SMB Revenue $600-1 $250-1 $350-1 $350 . $588 $350 * $585 a $239 X $233 $550 $225 $300 $500 - . $469 $200 - $277 “ $468 $195 $270 $450 - . $192 $250 $175 $400 X $378 ‘~CY23G”u7de~ $164 $217 A $374 l$37.6_5_-$37_9_0 $157 • $215 ($381 mm (incl. HealthPay) $164mm(incl. HealthPay)] $350 J $150 J $200 J CY23E CY24E CY25E CY23E CY24E CY25E2 CY23E CY24E CY25E # Broker Min. 1 Qua^ie X Broker Median 1 0^31^!^ ^ Broker Max. A Management

! Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis j Median: 13.9% Median: 28.9% 43.7% Adj. 32.5% 32.6% __ EBITDA -m 30.1% 27.8%

! Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis j Median: 13.9% Median: 28.9% 43.7% Adj. 32.5% 32.6% __ EBITDA -m 30.1% 27.8%

! Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis j Median: 13.9% Median: 28.9% 43.7% Adj. 32.5% 32.6% __ EBITDA -m 30.1% 27.8%

Everest - Operational Benchmarking (Cont’d) ‘ 1 ! Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis [ Median: 8.1% Median: 13.9% 29.6% SBC % 20.5% of ~12% in , k 18.5% Revenue 2027E1 ( ~9% in 2024 Z 106% ~7%° 125% 142% 12.0% 13.7% 2027E 10.0% 10.4% . 0 [ 2D^7E2 j ~L~ ^n/ 8.1% 7.3% 5.4% 5.2% Source: Company filings, FactSet (8/18/23) Note: Everest based on Management projections except where indicated as Consensus Note: SBC for Everest Enterprise and SMB segments pro-rated from WholeCo SBC by annual average employee headcount; confirming reasonableness of allocation assumption with Everest Enterprise based on 33% of ‘23E WholeCo SBC (per management), grown in line with Enterprise headcount, with 55% corporate SBC allocation SMB based on 24% of ‘23E WholeCo SBC (per management), grown in line with SMB headcount, with 45% corporate SBC allocation

Confidential - Preliminary Draft Operating Metrics Overview - Everest SMB Transactions / 0 39 0 45 0.46 0.48 0.48 0.49 0.49 ‘21A -’23E: 8.8% Appt. ‘23E -’27E: 1.2% 1 1 ^ 1 ^ 1 ^ 1 ^ 1 ^ 1 $111 $112 $114 $114 $115 $116 $118 Average ‘21A -’23E: 1.5% Transaction Size ‘23E -’27E: 0.8% 1.08% 1 03% 1.15% 1.18% 1.20% 1.20% 1.20% ‘21A -’23E: 3.0% Take Rate ^^^h ‘23E -’27E: 1.1% I 1 1 ^ 1 ^ 1 ^ 1 ^ 1 ^ 1 2021A 2022A 2023E 2024E 2025E 2026E 2027E CAGR New Net 20 4% 24.2% Accounts ° 15.8% 14.0% 13.4% 12.6% 12.2% (% of beginning) Subscription $ $1 867 $2,067 $2,267 ‘21A -’23E: 2.0%

Confidential - Preliminary Draft Operating Metrics Overview - Everest SMB Transactions / 0 39 0 45 0.46 0.48 0.48 0.49 0.49 ‘21A -’23E: 8.8% Appt. ‘23E -’27E: 1.2% 1 1 ^ 1 ^ 1 ^ 1 ^ 1 ^ 1 $111 $112 $114 $114 $115 $116 $118 Average ‘21A -’23E: 1.5% Transaction Size ‘23E -’27E: 0.8% 1.08% 1 03% 1.15% 1.18% 1.20% 1.20% 1.20% ‘21A -’23E: 3.0% Take Rate ^^^h ‘23E -’27E: 1.1% I 1 1 ^ 1 ^ 1 ^ 1 ^ 1 ^ 1 2021A 2022A 2023E 2024E 2025E 2026E 2027E CAGR New Net 20 4% 24.2% Accounts ° 15.8% 14.0% 13.4% 12.6% 12.2% (% of beginning) Subscription $ $1 867 $2,067 $2,267 ‘21A -’23E: 2.0%

Confidential – Preliminary Draft Project Everest Project Everest – Management Presentation Takeaways (Week of 8/21 & 8/29) Starting the week of August 21st, the Everest team hosted five management presentations with potentially interested partiesvirtual): Tone was highly engaged and complimentary; asked many questions particularly regarding SimplePractice, with a focus on growth, GTM, and customer conversion and retention trends(virtual): Very engaged, interjected with questions early on in the presentation; most focused on SimplePractice competitors / market penetration strategy and growth drivers; noted they would “run the business exactly the same way” (in-person / virtual): Conversation was positive and indicated they would dive into the model and circle back; largely asked questions around growth goals and strategy, customer gross retention and potential business partners (in-person / virtual): Highly engaged both in the room and on Zoom; interested in GTM and acquisition opportunities; questions focused on SimplePractice customer base, integration strategy and macro / TAM trends (virtual): and spoke almost exclusively for the first hour; seemed much more focused on SMB; questions focused on retention / churn drivers, customer profiles / cohorts and ARPU growth (virtual): Very engaged with questions from both the Healthcare and FinTech angles; focused on product and market expansion in the SMB vertical and growth opportunities, as well as positioning / competitive differentiation in the Enterprise segment. Said Everest was a “strong product with amazing momentum” Two additional meetings are currently scheduled: (8/31) and (9/14) What are conversion / retention rates for SimplePractice? Is SimplePractice replacing another service / competitor for new customers? What does it offer that peers don’t? What is a typical customer account size / profile? How is inorganic growth factoring into GTM strategies for new verticals (e.g., managed care, outpatient services)? How easy would it be to separate the two businesses? What are shared services / support teams? Frequent Questions SimplePractice growth / go-to-market strategies SMB competitive landscape / SimplePractice advantages Capital allocation (M&A vs. R&D) to drive market penetration CAC / customer retention drivers / churn rates ESMT vertical integration potential Dis-synergies / considerations for separation of businesses Recurring Themes 18

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.

Exhibit (c)(iv)

Confidential—Preliminary Draft Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Project Everest Special Committee Discussion Materials August 31, 2023 Evercore

Confidential – Preliminary Draft Project Everest Process Update and Next Steps Completed outreach to 8 parties 8 NDAs signed Management meetings scheduled with all 8 parties and completed with 7 Presentation materials reviewed by the Special Committee and Evercore Materials excluded financial forecasts Received inbound from on 8/26 Process Update Financial Forecast Provide feedback and approve updated model (and Financial Supplement packet) Review informal bidder feedback and decide next steps Evercore to present an overview of certain potential strategic alternatives and preliminary valuation perspectives Next Steps: Special Committee Status of Management Meetings First draft provided by management reviewed by Evercore Forecast walkthrough and Q&A session with CFO on 8/21 Revised draft received on 8/27 and discussed with CFO on 8/28 Outstanding model / forecast information: Longer-term financial model bridging to “steady state” growth and margins Tax basis analysis (currently being conducted by Deloitte) Segment breakdown of certain line items (e.g. Intangible Amortization) Next Steps: Potential Bidders Distribute model (and Financial Supplement packet) Model diligence calls with engaged bidders Informal feedback calls to gauge interest 2

Everest Management Financial Forecast—Evercore’s Observations Forecasts assume Everest remains a standalone public company and a single business with two segments Key growth levers described in the management presentation appear to have been incorporated Forecast is provided at a business and segment level, with key financial line items (e.g., GP, S&M, R&D, G&A, D&A) by business â–º Management provided voiceover basis for allocation of corporate overhead: 55% to enterprise, 45% to SMB Financial forecast projected through 2027, where the company is not yet at a “steady state” â–º Everest grows at 20%+ in 2027; Management to provide longer-term forecast to Evercore for valuation purposes â–º WholeCo EBITDA margins are at 31 % in 2027—in line with management’s long-term targets of 30%+ The SMB segment grows at a 25% CAGR between 2023 and 2027; EBITDA margins improve from 33% to 41% over same period1 â–º Growth driven by new customers from larger group practices, further penetration of RCM, and growth into “Tier 1” and outpatient specialties â–º Forecast incorporates price increases in 2024 and 2026 and operating leverage from favorable net take rates from Stripe partnership as volumes grow â–º Luminello, which expands Everest’s capabilities deeper into the psychiatric segment, expected to reach ~4.5k customers and contribute ~$10mm of revenue (1.1% of WholeCo total) by year-end 2027 The Enterprise segment grows at a 23% CAGR between 2023 and 2027; EBITDA margins improve from 4% to 18% over same period1 â–º Growth from further penetration of the insurance and consumer finance verticals and new logo wins displacing legacy on-prem solutions â–º Deceleration in revenue growth in 2H’23 on account of the HealthPay24 divestiture and down-sell of a large client, followed by re-acceleration in 2024 â–º Margins benefit from residuals management (buyout of less active partners and targeting lower payouts) â–º â– â– â– Potential Upside & Cost Saves ~$9mm (growing to ~$12mm in 2027) of public company costs in a take-private ~$5mm of avoidable corporate costs in a separation of Enterprise and SMB â–º Offset by modest incremental separation costs from upskilling certain leadership positions â–º Logistics of separation aided by relatively standalone operational teams Tax savings—awaiting Deloitte feedback on tax impact analysis Align management and capital allocation to distinct growth drivers of each division Potential Risks to Forecast â– TAM saturation in core markets, especially in Behavioral Health, which could impact SMB growth â– Payments take rate compression (vs. the expansion modeled) driven by competition â–Increased churn from price increases in 2024 and 2026 â–Elevated residuals in the Enterprise segment â– Ability to execute on growth initiatives in new verticals while maintaining sales efficiency and low CAC

Everest Management Financial Forecast—Key Preliminary Takeaways from Benchmarking â– There were no material “hockey stick” changes in the model KPI drivers or meaningful unexplained degradation vs trends â–Deviations from trends were explained by in-flight initiatives (e.g., residual buyout, one-time pricing study, price increases, shared services leverage, etc.) â– 2023E revenue (by segment & WholeCo), gross profit, and EBITDA are generally in line with consensus and management’s guide â– 2024E and 2025E revenue (by segment & WholeCo) are generally in line with consensus—noting that relatively few analysts currently forecast 2025E â– Management forecasts EBITDA outperformance vs. consensus in ‘24E and ‘25E from operating leverage, driven by G&A improvements from build-out of shared services and Enterprise pricing/packaging study â–º Management expects to guide’24E financials during the full-year earnings release in February 2024 â–Everest segments and WholeCo projected to grow roughly in-line with or above selected peers â–º ‘23E—‘24E growth deceleration: Everest Enterprise (~120bps) vs peers (~250bps) and Everest SMB (~320bps) vs peers (~370bps) â– While Enterprise margins are projected to be below peers (with expansion expected), SMB currently delivers margins in-line with peers2 â–º ‘23E—‘24E EBITDA margin expansion: Everest Enterprise (~300bps) vs peers (~530bps) and Everest SMB (~240bps) vs peers (90bps) Source: Company filings, Management estimates 1. Enterprise peers include ACI Worldwide, Avidxchange, Flywire, Paymentus, and Payoneer. SMB peers include Bill, Definitive Healthcare, Doximity, Evercommerce, Paycor, Paylocity, Phreesia, and Weave. All of the aforementioned peers are used as WholeCo peers. 2. Comparison is post-illustrative allocation of Everest corporate overhead

Confidential – Preliminary Draft Illustrative Revenue Bridge ($ in millions) Enterprise SMB WholeCo ‘23E—‘25E CAGR: 23.1% 26.9% 25.4% ‘25E—‘27E CAGR: 22.7% 22.8% 22.8% CAGR SMB1 2023E 2025E 2027E ‘23E—‘25E ‘25E—‘27E Avg. Accounts 108,940 147,944 200,622 16.5% 16.4% Clinician ARPU $852 $993 $1,044 8.0% 2.5% Avg. Transaction Size $114 $115 $118 0.6% 1.0% Take Rate 1.15% 1.20% 1.20% 5 bps2—2 RCM Volume ($mm) $16 $112 $465 NM NM Insurance Claims (mm) 35.1 46.4 57.8 15.0% 11.6% 3,291 14.3% 12.7% 139,950 5.3% 5.0% 53.0% 288 bps2 337 bps2 $1.21 1.5% 1.5% 306045-005-Part-2 16Nov23 12:29 Page 24 Project Everest

Confidential – Preliminary Draft Illustrative EBITDA Bridge ($ in millions) SMB 1 2023E 2025E 2027E Gross Margin 78.7% 79.8% 81.1% S&M % Rev. 19.3% 19.4% 18.7% R&D % Rev. 17.8% 16.7% 16.3% G&A % Rev. 4.3% 3.4% 2.7% EBITDA Margin (Pre-alloc.) 38.6% 42.1% 45.6% Corp. Overhead Alloc. % Rev. 6.1% 5.4% 4.7% EBITDA Margin (Post-alloc.) 32.5% 36.8% 40.9% Enterprise2 Gross Margin 81.3% 81.6% 82.6% Residuals % Rev. 23.9% 20.6% 17.9% S&M % Rev. 23.5% 21.8% 20.3% R&D % Rev. 14.7% 15.4% 15.0% 4.0% 6.6% 8.4% 8.1% 3 6.8% 1.1% 306045-005-Part-2 16Nov23 12:29 Page 25 Project Everest

Confidential – Preliminary Draft Financial Overview – Everest WholeCo Historical & Management Forecast ($ in millions) Revenue ‘21A—‘23E CAGR: 34.3% ‘23E—‘27E CAGR: 24.0% $886 CY23 Guide: $726 $376.5—$379.0 $588 $469 41.4% $293 $374 41.6% 25.4% 25.3% 23.4% 22.1% $208 27.6% 2021A 2022A 2023E 2024E 2025E 2026E 2027E Revenue Revenue Growth EBITDA ‘21A—‘23E CAGR: 53.7% ‘23E—‘27E CAGR: 39.8% $276 CY23 Guide: $205 $69.5—$70.5 $149 $106 28.2% 31.1% $72 25.3% $31 $48 22.5% 14.7% 16.5% 19.3% 2021A 2022A 2023E 2024E 2025E 2026E 2027E EBITDA EBITDA Margin Source: Company filings, Management estimates Note: 2021A-2023E figures pro forma for sale of HealthPay 306045-005-Part-2 16Nov23 12:29 Page 26 Project Everest 7

Confidential – Preliminary Draft Financial Overview – Everest Enterprise Historical & Management Forecast ($ in millions) Revenue ‘21A—‘23E CAGR: 26.3% ‘23E—‘27E CAGR: 22.9% $359 $294 $239 $192 $128 $157 $99 21.9% 24.3% 23.2% 22.1% 29.7% 17.4% 23.1% 2021A 2022A 2023E 2024E 2025E 2026E 2027E Revenue Revenue Growth EBITDA1 ‘21A—‘23E CAGR: 1.9%2 ‘23E—‘27E CAGR: 76.7%2 $95 $69 30 $49 26 $34 $14 23 $18 $23 7.2% 4.2% 65 6.5% 2.5% 20 43 26 8 15 16 18.1% 14 10.7% 14.6% 6 3 7 2021A 2022A 2023E 2024E 2025E 2026E 2027E EBITDA (Post-Allocation) Allocation of Corporate Overhead EBITDA Margin (Post-Allocation) InvoiceCloud % of Enterprise Revenue 71.8% 74.9% 78.1% 80.9% 82.2% 83.4% 84.2% 306045-005-Part-2 16Nov23 12:29 Page 27 Project Everest 8 Source: Company filings, Management estimates Note: 2021A-2023E figures pro forma for sale of HealthPay 1. 55% of allocatable corporate overhead (total overhead less $5mm duplicative costs) allocated to segment per management 2. CAGRs calculated post-allocation of corporate overhead

Confidential – Preliminary Draft Financial Overview – Everest SMB Historical & Management Forecast ($ in millions) Revenue ‘21A—‘23E CAGR: 41.1% ‘23E—‘27E CAGR: 24.9% $527 $432 73.9% 51.9% $350 $277 $217 $165 27.9% 26.0% 23.6% 22.1% $109 31.1% 2021A 2022A 2023E 2024E 2025E 2026E 2027E Revenue Revenue Growth EBITDA1 ‘21A—‘23E CAGR: 55.8%2 ‘23E—‘27E CAGR: 32.2%2 $241 $188 25 $147 21 $113 19 129 167 216 $35 $62 $84 16 26.7% 29.8% 13 38.6% 40.9% 34.9% 36.8% 12 32.5% 6 97 49 71 29 2021A 2022A 2023E 2024E 2025E 2026E 2027E EBITDA (Post-Allocation) Allocation of Corporate Overhead EBITDA Margin (Post-Allocation) Source: Company filings, Management estimates 1. 45% of allocatable corporate overhead (total overhead less $5mm duplicative costs) allocated to segment per management 2. CAGRs calculated post-allocation of corporate overhead

Confidential – Preliminary Draft Comparison of Management Forecast to Consensus ($ in millions) Revenue in the model generally in-line with consensus but there is a paucity of Street estimates for 2025 WholeCo Revenue Enterprise Revenue SMB Revenue $600 $250 $350 $350 $350 $588 $585 $239 $550 $233 $225 $300 $500 $200 $277 $469 $270 $468 $195 $450 $192 $250 $175 $400 $378 CY23 Guide: $164 $217 $374 $376.5—$379.0 $157 $215 $381mm (incl. HealthPay) $164mm (incl. HealthPay) $350 $150 $200 CY23E CY24E CY25E CY23E CY24E CY25E2 CY23E CY24E CY25E # Estimates: 11 11 4 4 4 1 4 4 1 Broker Min. Broker 1st Broker Median Broker 3rd Broker Max. Management X Quartile Quartile 306045-005-Part-2 16Nov23 12:29 Page 29 Project Everest 10 Source: Management estimates, FactSet (8/18/23) Note: 2023 Management figures are pro forma to remove impact of HealthPay from full year

Confidential – Preliminary Draft Comparison of Management Forecast to Consensus (Cont’d) ($ in millions) 2024 and 2025 model EBITDA exceed consensus figures (explained largely by operating leverage in 2024 and paucity of broker estimates in 2025) Gross Profit Adj. EBITDA Adj. EBIT Gross Profit $475 $474 $464 $425 $375 $375 $367 $325 $299 $299 $275 $303mm (incl. HealthPay) CY23E CY24E CY25E1 # Estimates: 8 8 2 Adj. EBITDA $150 $149 $125 $118 $106 $100 $90 $75 $72 CY23 Guide: $70 $69.5—$70.5 $73mm (incl. HealthPay) $50 CY23E CY24E CY25E2 11 11 4 Adj. EBIT $150 $140 $125 $108 $100 $99 $81 $75 $ $68 66 $69mm (incl. HealthPay) $50 CY23E CY24E CY25E1 5 5 2 Broker Min. Broker 1st Broker Median Broker 3rd Broker Max. Management X Quartile Quartile 306045-005-Part-2 16Nov23 12:29 Page 30 Project Everest 11 Source: Management estimates, FactSet (8/18/23) Note: 2023 Management figures are pro forma to remove impact of HealthPay from full year

Confidential – Preliminary Draft Everest – Operational Benchmarking Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis Median: 21.8% Median: 19.4% 36.1% 37.6% 36.0% 31.1% 27.2% 26.9% 27.6% 24.5% Revenue 23.1% 21.9% 21.8% Growth 16.9% 16.8% 2023E 12.2% 12.6% 10.9% 2.2% Everes an verest SM ea . Everest Enterpri WholeCo Mgmt. Median: 19.3% Median: 15.7% 27.9% 27.6% 25.4% 24.4% 23.5% 23.6% 21.9% 20.4% 19.5% Revenue 19.3% 16.9% Growth 14.5% 13.5% 14.2% 2024E 13.5% 11.7% 6.6% Everes an Everest SM ty Comm. Everest Enterpri WholeCo Mgmt. 306045-005-Part-2 16Nov23 12:29 Page 31 Project Everest 12 Source: Company filings, FactSet (8/18/23) Note: Everest based on Management projections except where indicated as Consensus; Everest figures pro forma for sale of HealthPay

Confidential – Preliminary Draft Everest – Operational Benchmarking (Cont’d) Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis Median: 67.9% Median: 71.0% 100.0% 93.6% 89.9% 85.2% 85.7% 81.3% 78.7% 79.0% 79.8% 73.1% Gross 67.9% 68.9% 65.8% 65.0% 67.9% Margin 50.7% 2023E 30.8% Median: 68.8% Median: 71.4% 100.0% 95.0% 88.7% 84.2% 87.6% 81.0% 79.1% 73.5% 78.5% 79.9% Gross 68.8% 69.3% 66.1% 65.3% 68.1% Margin 52.0% 2024E 31.9% 306045-005-Part-2 16Nov23 12:29 Page 32 Project Everest 13 Source: Company filings, FactSet (8/18/23) Note: Everest based on Management projections except where indicated as Consensus; Everest figures pro forma for sale of HealthPay

Confidential – Preliminary Draft Everest – Operational Benchmarking (Cont’d) Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis Median: 13.9% Median: 28.9% 43.7% Adj. 32.5% 32.6% 30.1% 27.8% EBITDA 26.7% 24.1% Margin 21.2% 2023E 18.5% 19.3% 13.9% 13.1% 4.2% 7.2% 2.1% NM NM Everes A Everest SM i Comm. Everest Enterpri WholeCo Mgmt. Median: 19.2% Median: 29.8% 43.8% Adj. 34.9% 33.3% 31.0% EBITDA 28.5% 27.1% 24.3% Margin 21.8% 22.5% 19.2% 19.2% 2024E 15.2% 9.0% 7.7% 7.2% NM NM Everes A Everest SM i Comm. Everest Enterpri WholeCo Mgmt. 306045-005-Part-2 16Nov23 12:29 Page 33 Project Everest 14 Source: Company filings, FactSet (8/18/23) Note: Everest based on Management projections except where indicated as Consensus; Everest figures pro forma for sale of HealthPay

Confidential – Preliminary Draft Everest – Operational Benchmarking (Cont’d) Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis Median: 8.1% Median: 13.9% 29.6% SBC % 20.5% of 18.5% ~12% in Revenue 2027E1 ~9% in ~7% in 12.5% 14.2% 12.0% 13.7% 2027E 2024 10.4% 10.6% 2027E2 10.0% 8.1% 7.3% 5.4% 5.2% 4.3% 1.9% 1.5% Source: Company filings, FactSet (8/18/23) Note: Everest based on Management projections except where indicated as Consensus Note: SBC for Everest Enterprise and SMB segments pro-rated from WholeCo SBC by annual average employee headcount; confirming reasonableness of allocation assumption with Everest 1. Enterprise based on 33% of ’23E WholeCo SBC (per management), grown in line with Enterprise headcount, with 55% corporate SBC allocation 2. SMB based on 24% of ’23E WholeCo SBC (per management), grown in line with SMB headcount, with 45% corporate SBC allocation 306045-005-Part-2 16Nov23 12:29 Page 34 Project Everest 15

Confidential – Preliminary Draft Operating Metrics Overview – Everest SMB 2021A 2022A 2023E 2024E 2025E 2026E 2027E CAGR New Net 48.5% 35.9% 30.1% 27.0% 27.3% 27.8% 25.3% Accounts (% of beginning) 2021A 2022A 2023E 2024E 2025E 2026E 2027E Churn Rate (9.7%) (10.7%) (10.4%) (10.1%) (11.5%) (11.4%) (11.4%) 1.62 1.61 1.63 1.64 1.67 1.68 1.70 Clinicians / ‘21A—‘23E: 0.3% Customer ‘23E—‘27E: 1.1% 2021A 2022A 2023E 2024E 2025E 2026E 2027E $936 $993 $1,043 $1,044 $685 $822 $852 ‘21A—‘23E: 11.5% Clinician ARPU ‘23E—‘27E: 5.2% 2021A 564 2022A 539 2023E 535 2024E 534 2025E 534 2026E 535 2027E 535 # of Appts. / ‘21A—‘23E: (2.6%) Clinician ‘23E—‘27E: 0.0% 2021A 2022A 2023E 2024E 2025E 2026E 2027E Transactions / 0.39 0.45 0.46 0.48 0.48 0.49 0.49 ‘21A—‘23E: 8.8% Appt. ‘23E—‘27E: 1.2% 2021A 2022A 2023E 2024E 2025E 2026E 2027E $111 $112 $114 $114 $115 $116 $118 Average ‘21A—‘23E: 1.5% Transaction Size ‘23E—‘27E: 0.8% 2021A 2022A 2023E 2024E 2025E 2026E 2027E 1.08% 1.03% 1.15% 1.18% 1.20% 1.20% 1.20% ‘21A—‘23E: 3.0% Take Rate ‘23E—‘27E: 1.1% 306045-005-Part-2 16Nov23 12:29 Page 35 Project Everest 16 Source: Management estimates Note: Metrics do not include Luminello, RCM, and insurance opportunities

Confidential – Preliminary Draft Operating Metrics Overview – InvoiceCloud 2021A 2022A 2023E 2024E 2025E 2026E 2027E CAGR New Net 24.2% 20.4% Accounts 15.8% 14.0% 13.4% 12.6% 12.2% (% of beginning) 2021A 2022A 2023E 2024E 2025E 2026E 2027E Subscription $2,067 $2,267 ‘21A—‘23E: 2.0% $1,681 $1,867 ARPU $1,273 $1,309 $1,325 ‘23E—‘27E: 14.4% 2021A 2022A 2023E 2024E 2025E 2026E 2027E Invoices / 119 118 118 127 134 140 114 Customer ‘21A—‘23E: (1.8%) ‘23E—‘27E: 5.2% (Thousands) 2021A 2022A 2023E 2024E 2025E 2026E 2027E 46.7% 48.5% 49.6% 51.3% 53.0% Digital Adoption 39.8% 43.2% ’21A—’23E: +690bps Rate ’23E—’27E: +630bps 2021A 2022A 2023E 2024E 2025E 2026E 2027E Revenue per ‘21A—‘23E: 3.1% $1.17 $1.19 $1.21 Payment $1.14 $1.16 ‘23E—‘27E: 1.5% $1.07 $1.09 2021A 2022A 2023E 2024E 2025E 2026E 2027E 306045-005-Part-2 16Nov23 12:29 Page 36 Project Everest 17 Source: Management estimates Note: Represents InvoiceCloud only because the business represents ~70-80% of Enterprise segment revenue

Confidential – Preliminary Draft Project Everest Project Everest – Management Presentation Takeaways (Week of 8/21 & 8/29) & Starting the week of August 21st, the Everest team hosted management presentations with potentially interested parties ( (virtual): Tone was highly engaged and complimentary; asked many questions particularly regarding SimplePractice, with a focus on growth, GTM, and customer conversion and retention trends ( (virtual): Very engaged, interjected with questions early on in the presentation; most focused on SimplePractice competitors / market penetration strategy and growth drivers; noted they would “run the business exactly the same way” ( (in-person / virtual): Conversation was positive and indicated they would dive into the model and circle back; largely asked questions around growth goals and strategy, customer gross retention and potential business partners ( (in-person / virtual): Highly engaged both in the room and on Zoom; interested in GTM and acquisition opportunities; questions focused on SimplePractice customer base, integration strategy and macro / TAM trends ( (virtual): and spoke almost exclusively for the first hour; seemed much more focused on SMB; questions focused on retention / churn drivers, customer profiles / cohorts and ARPU growth ( (virtual): Very engaged with questions from both the Healthcare and FinTech angles; focused on product and market expansion in the SMB vertical and growth opportunities, as well as positioning / competitive differentiation in the Enterprise segment. Said Everest was a “strong product with amazing momentum” ( (virtual): In “listen” mode for the first hour. and team walked through the story. asked about differentiation, go-to-market motion, areas for investment, and positioning in SMB, and the characteristics of the partnership channel in Enterprise & One additional meeting currently scheduled: (9/14) & What are conversion / retention rates for SimplePractice? & Is SimplePractice replacing another service / competitor for new customers? What does it offer that peers don’t? & What is a typical customer account size / profile? & How is inorganic growth factoring into GTM strategies for new verticals (e.g., managed care, outpatient services)? & How easy would it be to separate the two businesses? What are shared services / support teams? Frequent Questions & SimplePractice growth / go-to-market strategies & SMB competitive landscape / SimplePractice advantages & Capital allocation (M&A vs. R&D) to drive market penetration & CAC / customer retention drivers / churn rates & ESMT vertical integration potential & Dis-synergies / considerations for separation of businesses Recurring Themes 18 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.

Exhibit (c)(v)

Confidential ? Preliminary Draft Project Everest Peer Operational Benchmarking September 5, 2023

Confidential ? Preliminary Draft Everest ? Operational Benchmarking Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis BillTrust financials represent the latest figures available prior to the take-private by EQT (9/28/22). As such, they represent different periods than those for the other trading peers Median: 26.3% Median: 19.4% 36.1% 37.6% 36.0% Revenue 30.7% 31.1% Growth 27.2% 26.9% 24.5% 27.6% 2023E 23.1% 21.9% 21.8% 16.8% 16.8% 12.0% 10.9% 12.6% 2.2% 1 Everes t B Everest Enterpri WholeCo Cons. Median: 15.6% Median: 19.8% Revenue Growth 27.9% 27.6% 24.4% 25.6% 25.4% 2024E 21.9% 20.4% 23.5% 23.6% 19.3% 19.5% 16.9% 13.4% 14.2% 13.5% 12.5% 11.7% 6.6% 1 Everes ust B om Everest Enterpri WholeCo Cons. 2 Project Everest Source: Company filings, FactSet (9/1/23) Note: Everest based on Management projections except where indicated as Consensus; Everest figures pro forma for sale of HealthPay 1. Represents latest Billtrust financials prior to acquisition by EQT (Data as of 9/28/22); BTRS ?21-22E used as proxy for 2023E growth; BTRS ?22-23E used as proxy for 2024E growth

Confidential – Preliminary Draft Everest – Operational Benchmarking (Cont’d) Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis BillTrust financials represent the latest figures available prior to the take-private by EQT (9/28/22). As such, they represent different periods than those for the other trading peers Median: 70.9% Median: 71.0% 93.6% 100.0% 85.2% 89.6% 85.7% Gross 81.3% 79.8% 78.7% 79.0% Margin 73.9% 73.1% 67.9% 68.9% 65.8% 65.0% 67.9% 2023E 50.7% 30.8% 1 Median: 72.1% Median: 71.4% 95.0% 100.0% 84.2% 88.6% 87.7% Gross 81.0% 79.1% 78.5% 79.9% 75.5% 73.5% Margin 68.8% 69.3% 66.1% 65.3% 68.1% 2024E 52.0% 31.9% 1 3 Project Everest Source: Company filings, FactSet (9/1/23) Note: Everest based on Management projections except where indicated as Consensus; Everest figures pro forma for sale of HealthPay 1. Represents latest Billtrust financials prior to acquisition by EQT (Data as of 9/28/22); BTRS ‘22E margin used as proxy for 2023E; BTRS ‘23E margin used as proxy for 2024E

Confidential – Preliminary Draft Everest – Operational Benchmarking (Cont’d) Everest, Flywire, Payoneer, Definitive, Doximity presented on a net revenue basis; other companies presented on a gross revenue basis BillTrust financials represent the latest figures available prior to the take-private by EQT (9/28/22). As such, they represent different periods than those for the other trading peers Median: 13.9% Median: 28.9% 43.7% Adj. EBITDA 32.4% 32.6% Margin 26.7% 30.1% 27.8% 24.1% 2023E 21.2% (8.7%) 18.6% 19.3% 13.9% 13.1% 7.2% 4.1% 2.1% NM NM NM 1 Everest ust B om n Everest Enterpris WholeCo Cons. Median: 19.2% Median: 29.7% 44.0% Adj. 34.9% 33.3% EBITDA 31.0% 27.1% 28.4% Margin 24.3% 21.8% 22.5% 2024E 19.2% 19.2% 15.2% 7.2% 9.0% 7.7% (0.7%) NM NM NM 1 Everes ust B om Everest Enterpri WholeCo Cons. 4 Project Everest Source: Company filings, FactSet (9/1/23) Note: Everest based on Management projections except where indicated as Consensus; Everest figures pro forma for sale of HealthPay 1. Represents latest Billtrust financials prior to acquisition by EQT (Data as of 9/28/22); BTRS ‘22E margin used as proxy for 2023E; BTRS ‘23E margin used as proxy for 2024E

Confidential – Preliminary Draft These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Project Everest

Exhibit (c)(vi)

Confidential – Preliminary Draft Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. Project Everest Special Committee Discussion Materials – Evaluation of Strategic Alternatives September 2023

Confidential – Preliminary Draft Executive Summary ? In its role as advisor to the Special Committee Evercore has prepared a preliminary analysis of strategic alternatives that may be available to the Company, from the perspective of value creation potential and feasibility. These include: Intro ? Remaining a standalone publicly-traded company ? Separating the Enterprise and SMB segments through a tax-efficient or taxable transaction ? Selling the Company in a change of control or selling a minority stake without a change of control ? We believe the business is not significantly undervalued today in the public markets ? Everest currently trades at ~30x next year’s consensus EBITDA, a significantly higher multiple than the vast majority of its peer-set due to the Company’s differentiated financial profile of both 20%+ growth and 20%+ EBITDA margins ? There may be some modest multiple upside above 30x in light of Everest’s implied growth-adjusted multiples, but likely more downside pressure as the Company scales against its core SMB TAM and margin expansion inevitably decelerates Standalone ? The Company expects to deliver higher EBITDA in the future than equity analysts estimate, creating potential upside to the stock price on a present value basis despite potential multiple compression ? Given Everest’s current trading multiple relative to the cost of debt in current markets, a levered recapitalization does not appear to be a compelling alternative ? Potential standalone value creation should be weighed against the risk of sustained execution against the management plan and exogenous market risk ? A separation of the Enterprise and SMB segments has the potential to unlock shareholder value ? The segments largely operate independently, have different business models, serve different end markets and customer types, and would be valued at different multiples Observations ? Were the businesses to trade as separate entities, the theoretical combined value could be meaningfully higher than Everest as a single company, as the separate businesses are able to simplify their respective equity stories and attract separate investor bases ? Though not captured in our analysis, it is also possible that separately focused management time and capital allocation would enable the businesses to outperform their standalone plans Preliminary ? Potential paths to a separation include a taxable sale of one or both of the segments or a tax-efficient spin of one of the segments ? A tax-efficient spin would result in two separate publicly-traded companies both of which would be smaller in revenue scale than Separation Everest, with increased total public company costs; Enterprise in particular would likely be perceived as a sub-scale public company and could suffer from limited investor interest and analyst coverage, potentially offsetting any value creation ? A sale of Enterprise in a taxable transaction, with SMB either remaining publicly-traded or sold independently, would likely be achievable with significantly less value at risk than a spin-off ? If proceeds from a potential sale of Enterprise were greater than what SMB RemainCo could deploy near-term towards organic investment or M&A then the Company would likely need to consider a sizeable return of capital to shareholders ? We think the possibility of a tax efficient spin-merge transaction for Enterprise is unlikely given the dearth and relative size of relevant partners ? A spin or sale of separate segment(s) would impose a significant distraction to management given the combination of carve-out work and transaction work especially as a public company 2 Project Everest

Confidential – Preliminary Draft Executive Summary (Cont’d) ? A control sale of the Company offers the potential to realize a premium to the current share price while minimizing operational execution risk and transactional complexity ? We believe there are few likely strategic buyers for the whole business but that financial sponsors will be attracted to the Company’s fundamentals and may value the optionality to benefit from a future separation of the segments ? A minority sale with no change in control could avoid tax leakage in a subsequent separation of the businesses ? At the upper-end of our analysis, we estimate this impact to be on the order of ~$1 per share or ~5% of value Observations ? It is possible that a buyer would value control sufficiently to support a higher premium than a non-control transaction, but the typical Sale “control premium” concept may be less relevant in this situation for multiple reasons: ? We believe financial sponsor buyers generally will view a future separation of the businesses as the value-maximizing strategy; if the existing control shareholder is already aligned on this strategy then the practical value of control may be diminished Preliminary ? If a future separation is intended then the value of a control premium may be reduced by the likely tax leakage ? We would anticipate that a buyer of a large minority of the equity (>40% ownership) would gain meaningful minority governance and other rights and protections, at least partially replicating the benefit of control ? Certain financial sponsors prefer to invest in control deals as a structural matter, so the depth of buyer demand may be impacted by the type of transaction the Company chooses to pursue 3 Project Everest

Confidential – Preliminary Draft Strategic Alternatives – Benefits and Considerations Description Benefits Considerations I ? Continued discount to SOTP value and ? Execute current business plan downward multiple pressure as Everest scales ? Track record of strong execution against ? Key value creation drivers are public guidance ? Execution risk and questions around TAM continued revenue growth and saturation Standalone ? Near-term upside relative to current price margin expansion given market’s expectations for 2024 ? Overhang from large shareholder ? No separation of business profitability are below management’s segments ? Public company costs, distractions, and market volatility II ? Spin Enterprise segment to current Everest shareholders in a tax-free transaction ? Tax leakage in the event of the sale of a ? Potential to unlock SOTP value by refocusing segment ? Results in two separate public separate equity stories companies – Enterprise and ? Enterprise will be a sub-scale standalone SMB ? Focused management and capital allocation public company and face dis-synergies from Separation could enable outperformance vs. peers public company costs in the event of a spin-off ? Sale of Enterprise segment for cash ? Sale of segment likely widens potential ? Significant management distraction while interest from strategics for both segments executing a simultaneous sale transaction and ? SMB remains a standalone carve out public company or is sold independently ? Potential to realize a premium to the current ? Non-control deal may be less appealing to III stock price including value for future some financial buyers separation ? Governance agreement adds complexity to ? Non-control Sale: Sale of non-control stake without a change-of- ? Easiest to execute separation as a private non-control transaction Sale control company ? Control deal creates tax leakage in potential ? Control Sale: Sale of a majority ? Sale of a non-control stake could avoid tax future separation stake (>50%) leakage in a subsequent separation ? Likely limited strategic appetite for the whole ? Minimize operational risk and transactional company complexity 4 Project Everest

Confidential – Preliminary Draft Illustrative Financial Analysis Summary ($ in millions, expect per share data) Valuation as of 6/30/23 Current TEV: Current FY24E Consensus Current Share Price: $17.50 $2,698 Multiples: 30.0x / 5.8x Implied FY24E Implied FY24E Implied EBITDA Revenue Premium Key Metrics and Methodologies Implied Share Price Implied TEV Multiple1 Multiple1 to Current I DCF – PGR Method (5.0%—7.0% PGR) PGR Disc. Rate: 12.5%—13.5% $12.54 $17.42 $1,838—$2,684 17.4x—25.4x 3.9x—5.7x (28.4%)—(0.4%) Imp. Terminal EBITDA Multiple (NTM): 6.8x—10.6x DCF DCF – Terminal Multiple Method (9.0x—13.0x NTM EBITDA) Terminal Disc. Rate: 12.5%—13.5% $14.64 $19.88 $2,202—$3,110 20.8x—29.4x 4.7x—6.6x (16.4%)—13.6% Multiple Imp. PGR: 6.1%—8.9% Trading Trading EBITDA Multiples2 FY24E EBITDA: $106 $17.19 $22.07 $2,643—$3,489 25.0x—33.0x 5.6x—7.4x (1.8%)—26.1% Multiples Multiple Range: 25.0x—33.0x Average of PV of FSP from FY23-FY26 NTM EBITDA Multiple starting at $22.52 $24.30 $3,567—$3,876 33.7x—36.7x 7.6x—8.3x 28.7%—38.9% 30.0x and stepped down to 22.0x—26.0x by FY26 Disc. Rate: 14.0% Standalone 1-Year Analyst Price Targets Reference $21.00 $24.50 $3,304—$3,910 31.2x—37.0x 7.0x—8.3x 20.0%—40.0% 25th—75th Percentile (Based on Available Analysts) 52-Week Trading Range $15.44 $22.27 $2,341—$3,524 22.1x—33.3x 5.0x—7.5x (11.8%)—27.3% $2.62—$3.02 | $15.78—$20.26 II Trading Trading EBITDA Multiples 3 Multiples FY24E Enterprise EBITDA: $14 / FY24E SMB EBITDA: $97 Implied Tax Impact / $19.99 $24.86 $3,128—$3,973 29.6x—37 14.2%—42.1% Separation Multiple Range: 30.0x—35.0x / 28.0x—36.0x Share to be Netted (SOTP of Against SOTP Value in Taxable Separation: $4.21—$5.20 | $14.43—$19.20 Ent. / SMB) Precedent Transactions5 ($0.50)—($0.99)4 Precedents NTM Enterprise Rev.: $172 / NTM SMB EBITDA: $83 $20.21 $25.98 $3,168—$4,166 30.0x—39.4x 15.5%—48.5% Precedent Multiple Range: 4.0x—5.0x / 30.0x—40.0x III Precedent Transactions Precedents NTM EBITDA: $82 $13.78 $20.89 $2,053—$3,284 19.4x—31.1x 4.4x—7.0x (21.3%)—19.4% Precedent Multiple Range: 25.0x—40.0x Premiums Paid (Majority Transaction) Sale $21.00 $23.63 $3,304—$3,758 31.2x—35.5x 7.0x—8.0x 20.0%—35.0% Premia Paid: 20.0%—35.0% Reference 6 LBO (WholeCo Exit): 6.5x Leverage ‘28E Exit EBITDA: 22.0x—26.0x $18.17 $24.98 $2,814—$3,992 26.6x—37.8x 6.0x—8.5x 3.9%—42.7% Required IRR: 17.5%—22.5% Source: Management estimates, FactSet (9/14/23) Implied Share Price Range: Enterprise | SMB 1. Implied multiples based on management estimates for 2024E EBITDA and Revenue, respectively Enterprise SMB (Totals also incl. $1.58 of unallocated cash / sh.) 2. Implies ~1.00-1.30x growth adjusted EBITDA based on peers and 25.4% growth rate 3. Implies a range of 1.35x – 1.55x 2024E growth adjusted EBITDA and 2.2x – 2.5x 2024E Revenue for Enterprise. Implies a range of 1.00x – 1.30x 2024E growth adjusted EBITDA and 9.8x – 12.6x 2024E Revenue for SMB 5 Project Everest 4. Calculated using midpoint Enterprise valuations implied by peer and precedent methodologies 5. For the Enterprise segment (NTM growth rate of ~20%), implies ~0.22x growth adjusted Revenue (EQT / BillTrust transaction’s growth adjusted revenue multiple). Implies a range of 10.1x – 13.4x NTM Revenue for SMB 6. LBO Incorporates $9mm-$12mm of public company cost savings over the forecast period (2023E-2028E)

Confidential – Preliminary Draft I Illustrative Discounted Cash Flow Analysis – WholeCo (PGR Method) Valuation date as of 6/30/23 ($ in millions, expect per share data) Free Cash Flow Summary Management Projections Management Extrapolation 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $374 $469 $588 $726 $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,640 % Growth 27.6% 25.4% 25.3% 23.4% 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% EBITDA $72 $106 $149 $205 $276 $336 $390 $443 $492 $539 $581 $581 % Margin 19.3% 22.5% 25.3% 28.2% 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.5% Less: Depreciation (4) (7) (9) (12) (16) (19) (21) (23) (25) (27) (29) (33) Less: Intangible Amort (15) (14) (14) (9) (8) (8) (2) (0) Less: SBC (23) (34) (47) (63) (80) (83) (94) (91) (100) (108) (115) (115) EBIT (Burdened by SBC) $30 $51 $79 $121 $172 $226 $274 $328 $367 $404 $438 $434 % Margin 8.0% 10.8% 13.4% 16.7% 19.4% 21.8% 23.3% 25.1% 25.8% 26.3% 26.7% 26.5% Less: Unlevered Taxes (10) (17) (24) (34) (46) (59) (71) (85) (95) (105) (114) (113) % Tax Rate 34.3% 33.9% 30.3% 28.1% 26.6% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Plus: Depreciation 4 7 9 12 16 19 21 23 25 27 29 33 Plus: Intangible Amort 15 14 14 9 8 8 2 0 Less: Capital Expenditures (10) (12) (13) (15) (18) (21) (24) (26) (29) (31) (33) (33) Less: (Increases) in NWC (16) (9) (14) (14) (16) (16) (18) (20) (21) (23) (25)—Total Unlevered FCF $14 $33 $51 $78 $117 $158 $184 $220 $247 $272 $295 $321 (x) Discount Factor @ 13.0% Disc. Rate 0.97x 0.88x 0.78x 0.69x 0.61x 0.54x 0.48x 0.43x 0.38x 0.33x 0.29x PV of Unlevered FCF $7 $30 $40 $54 $72 $85 $88 $94 $93 $91 $87 Implied Share Price Implied Terminal NTM EBITDA Multiple Terminal Cash Flow $321 Terminal Value @ 6.0% PGR 4,861 Perpetuity Growth Rate Perpetuity Growth Rate Discount Factor @ 13.0% WACC 0.295x PV of Terminal Value $1,432 5.0% 6.0% 7.0% 5.0% 6.0% 7.0% PV of Projected Cash Flows 740 12.5% $14.31 $15.63 $17.42 12.5% 7.7x 8.9x 10.6x Total Enterprise Value $2,172 Plus: Cash 333 u nt u nt Less: Debt—Rate 13.0% $13.36 $14.47 $15.93 Rate 13.0% 7.2 8.3 9.8 Equity Value $2,505 Disco Disco (/) FDSO 1 173.2 13.5% $12.54 $13.47 $14.68 13.5% 6.8 7.8 9.0 Price Per Share $14.47 6 Project Everest Source: Company filings, Management estimates 1. Includes 167.4mm basic shares outstanding as of 7/31/23 and 5.8mm dilutive securities as of 6/30/23

Confidential – Preliminary Draft I Illustrative Discounted Cash Flow Analysis – WholeCo (Terminal Multiple Method) Valuation date as of 6/30/23 ($ in millions, expect per share data) Free Cash Flow Summary Management Projections Management Extrapolation 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $374 $469 $588 $726 $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,640 % Growth 27.6% 25.4% 25.3% 23.4% 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% EBITDA $72 $106 $149 $205 $276 $336 $390 $443 $492 $539 $581 $581 % Margin 19.3% 22.5% 25.3% 28.2% 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.5% Less: Depreciation (4) (7) (9) (12) (16) (19) (21) (23) (25) (27) (29) (33) Less: Intangible Amort (15) (14) (14) (9) (8) (8) (2) (0) Less: SBC (23) (34) (47) (63) (80) (83) (94) (91) (100) (108) (115) (115) EBIT (Burdened by SBC) $30 $51 $79 $121 $172 $226 $274 $328 $367 $404 $438 $434 % Margin 8.0% 10.8% 13.4% 16.7% 19.4% 21.8% 23.3% 25.1% 25.8% 26.3% 26.7% 26.5% Less: Unlevered Taxes (10) (17) (24) (34) (46) (59) (71) (85) (95) (105) (114) (113) % Tax Rate 34.3% 33.9% 30.3% 28.1% 26.6% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Plus: Depreciation 4 7 9 12 16 19 21 23 25 27 29 33 Plus: Intangible Amort 15 14 14 9 8 8 2 0 Less: Capital Expenditures (10) (12) (13) (15) (18) (21) (24) (26) (29) (31) (33) (33) Less: (Increases) in NWC (16) (9) (14) (14) (16) (16) (18) (20) (21) (23) (25)—Total Unlevered FCF $14 $33 $51 $78 $117 $158 $184 $220 $247 $272 $295 $321 (x) Discount Factor @ 13.0% Disc. Rate 0.97x 0.88x 0.78x 0.69x 0.61x 0.54x 0.48x 0.43x 0.38x 0.33x 0.29x PV of Unlevered FCF $7 $30 $40 $54 $72 $85 $88 $94 $93 $91 $87 Implied Share Price Implied PGR Terminal NTM EBITDA $622 NTM Multiple 11.0x Terminal NTM EBITDA Multiple Terminal NTM EBITDA Multiple Terminal Value $6,846 Discount Factor 0.277x 9.0x 11.0x 13.0x 9.0x 11.0x 13.0x PV of Terminal Value $1,897 PV of Projected Cash Flows 740 12.5% $15.71 $17.79 $19.88 12.5% 6.1% 7.2% 8.0% Total Enterprise Value $2,637 nt u u nt Plus: Cash 333 Rate 13.0% $15.16 $17.15 $19.14 Rate 13.0% 6.5% 7.6% 8.4% Less: Debt—Disco Disco Equity Value $2,970 1 13.5% $14.64 $16.54 $18.44 13.5% 7.0% 8.1% 8.9% (/) FDSO 173.2 Price Per Share $17.15 7 Project Everest Source: Company filings, Management estimates 1. Includes 167.4mm basic shares outstanding as of 7/31/23 and 5.8mm dilutive securities as of 6/30/23

I Confidential – Preliminary Draft II Selected Publicly Traded Companies – Valuation Metrics ($ in millions, expect per share data items) Share Total TEV / TEV / TEV / Net 1 1 1 Price Market Enterprise TEV / Revenue REV / G TEV / Gross Profit GP / G TEV / EBITDA EBITDA / G Leverage Dividend Company 9/14/23 Cap Value CY23E CY24E CY24E CY23E CY24E CY24E CY23E CY24E CY24E LTM Yield Enterprise Peers Everest Enterprise Flywire $31.40 $4,237 $3,647 13.9x 11.2x 0.46x 14.8x 11.8x 0.48x NM NM NA (19.5x) 0.0% ACI Worldwide 23.91 2,619 3,541 2.4 2.3 0.35 4.8 4.4 0.67 9.1 8.4 1.28 2.4 0.0% Payoneer 6.11 2,524 1,997 2.8 2.5 0.18 2.8 2.5 0.18 11.8 10.3 0.76 (3.9) 0.0% Paymentus 15.86 2,025 1,866 3.1 2.6 0.13 10.0 8.0 0.39 42.6 33.4 1.64 (4.0) 0.0% AvidXchange 9.68 2,071 1,777 4.8 4.0 0.21 7.1 5.9 0.30 NM 45.0 2.33 NM 0.0% Mean 5.4x 4.5x 0.26x 7.9x 6.5x 0.41x 21.2x 24.3x 1.50x (6.3x) 0.0% Median 3.1 2.6 0.21 7.1 5.9 0.39 11.8 21.8 1.46 (4.0) 0.0% SMB Peers Everest SMB Bill Holdings $111.41 $12,581 $11,781 10.0x 8.1x 0.34x 11.7x 9.6x 0.41x NM NM NA (6.2x) 0.0% Paylocity 192.63 10,772 10,484 8.1 6.8 0.35 11.1 9.2 0.48 24.9 20.4 1.05 (0.7) 0.0% Paycor 23.17 4,160 4,693 7.8 6.7 0.40 11.4 9.7 0.57 26.1 21.6 1.28 (0.6) 0.0% Doximity 21.48 4,592 3,719 8.3 7.5 0.68 9.3 8.3 0.76 19.0 16.8 1.53 (4.6) 0.0% Evercommerce 9.71 1,892 2,340 3.4 3.0 0.26 5.2 4.6 0.39 16.0 14.0 1.20 3.2 0.0% Definitive 8.27 1,323 1,233 4.9 4.3 0.32 5.7 4.9 0.37 17.7 15.3 1.14 (1.3) 0.0% Phreesia 20.09 1,229 1,117 3.2 2.5 0.09 4.9 3.9 0.14 NM NM NA 1.9 0.0% Weave Comm. 9.00 696 610 3.7 3.2 0.23 5.4 4.7 0.33 NM NM NA 6.3 0.0% Mean 6.2x 5.3x 0.33x 8.1x 6.9x 0.43x 20.7x 17.6x 1.24x (0.2x) 0.0% Median 6.4 5.5 0.33 7.5 6.6 0.40 19.0 16.8 1.20 (0.7) 0.0% WholeCo2 Everest WholeCo Cons. $17.50 $3,030 $2,698 7.1x 5.8x 0.24x 9.0x 7.3x 0.31x 38.4x 30.0x 1.27x (5.2x) 0.0% Everest WholeCo Mgmt. 17.50 3,030 2,698 7.2x 5.7 0.23 9.0 7.2 0.28 37.4 25.5 1.01 (5.2) 0.0% Mean 5.9x 5.0x 0.31x 8.0x 6.7x 0.42x 20.9x 20.6x 1.35x (2.2x) 0.0% Median 3 4.8 4.0 0.32 7.1 5.9 0.39 18.3 16.8 1.28 (1.0) 0.0% Weighed Average 5.0 4.3 0.28 7.3 6.3 0.40 18.4 17.4 1.23 Source: Company filings, FactSet (9/14/23), Management estimates 1. Calculated as TEV / ’24E Metric / ’23E-’24E Revenue Growth Note: Everest, Flywire, AvidXchange, and Payoneer financials calculated on a net revenue basis 2. WholeCo peers represent the peer median for all Enterprise and SMB peers Note: Everest based on Management projections except where indicated as Consensus; EBITDA represents 3. Weighted averages represent each segment’s peer median multiple weighted by Everest’s revenue segments burdened by allocated corporate overhead contribution for revenue and gross profit multiples, and by Everest’s EBITDA contribution for EBITDA Note: EBITDA multiple means and medians only include meaningful values. Multiples shown as NM are >50x or multiples negative 8 Project Everest

I Confidential – Preliminary Draft II Selected Publicly Traded Companies – Operating Metrics Everest segment EBITDA figures include allocation of corporate expenses ($ in millions, expect per share data items) 1 Revenue Revenue Growth Gross Profit Gross Margin EBITDA EBITDA Margin Rule of 40 Company CY23E CY24E CY23E CY24E CY23E CY24E CY23E CY24E CY23E CY24E CY23E CY24E CY23E CY24E Enterprise Peers Everest Enterprise $157 $192 23.1% 21.9% $128 $155 81.3% 81.0% $6 $14 4.1% 7.2% 27.2% 29.1% Flywire $262 $326 36.0% 24.4% $246 $310 93.6% 95.0% $37 $63 13.9% 19.2% 49.9% 43.6% ACI Worldwide 1,453 1,549 2.2% 6.6% 737 805 50.7% 52.0% 388 420 26.7% 27.1% 28.9% 33.7% Payoneer 704 799 36.1% 13.5% 704 799 100.0% 100.0% 169 194 24.1% 24.3% 60.1% 37.8% Paymentus 606 729 21.8% 20.4% 186 233 30.8% 31.9% 44 56 7.2% 7.7% 29.1% 28.0% AvidXchange 370 441 16.8% 19.3% 251 303 67.9% 68.8% 8 39 2.1% 9.0% NM NM Mean $679 $769 22.6% 16.8% $425 $490 68.6% 69.5% $129 $155 14.8% 17.5% 42.0% 35.8% Median 606 729 21.8% 19.3% 251 310 67.9% 68.8% 44 63 13.9% 19.2% 39.5% 35.8% SMB Peers Everest SMB $217 $277 31.1% 27.9% 171 220 78.7% 79.1% $70 $97 32.4% 34.9% 63.6% 62.8% Bill Holdings $1,179 $1,456 37.6% 23.5% $1,004 $1,226 85.2% 84.2% $154 $221 13.1% 15.2% 50.7% 38.6% Paylocity 1,291 1,542 27.2% 19.5% 944 1,134 73.1% 73.5% 420 514 32.6% 33.3% 59.7% 52.8% Paycor 599 701 21.9% 16.9% 413 485 68.9% 69.3% 180 218 30.1% 31.0% 52.0% 47.9% Doximity 448 498 12.0% 11.0% 401 446 89.5% 89.6% 196 221 43.8% 44.5% 27.3% 24.7% Evercommerce 688 769 10.9% 11.7% 453 508 65.8% 66.1% 146 167 21.2% 21.8% 32.1% 33.4% Definitive 251 284 12.6% 13.4% 215 249 85.7% 87.7% 70 81 27.8% 28.4% 45.4% 47.2% Phreesia 348 443 26.6% 27.2% 226 289 65.0% 65.3% (55) (18) NM NM NA NA Weave Comm. 166 190 16.8% 14.2% 113 129 67.9% 68.1% (12) (4) NM NM NA NA Mean $621 $735 20.7% 17.2% $471 $558 75.1% 75.5% $138 $175 28.1% 29.0% 44.5% 40.8% Median 524 599 19.4% 15.6% 407 466 71.0% 71.4% 150 192 28.9% 29.7% 48.0% 42.9% WholeCo2 Everest WholeCo Cons. $378 $468 24.5% 23.6% $299 $367 79.0% 78.5% $70 $90 18.6% 19.2% 43.0% 42.9% Everest WholeCo Mgmt. 374 469 27.6% 25.4% 299 375 79.8% 79.9% 72 106 19.3% 22.5% 46.9% 47.9% Mean $644 $748 21.4% 17.0% $453 $532 72.6% 73.2% $134 $167 22.0% 23.8% 43.5% 38.8% Median 599 701 21.8% 16.9% 401 446 68.9% 69.3% 146 167 24.1% 24.3% 47.6% 38.2% 9 Project Everest Source: Company filings, FactSet (9/14/23), Management estimates Note: EBITDA multiple means and medians only include meaningful values. Multiples shown as NM are >50x or Note: Everest, Flywire, AvidXchange, and Payoneer financials calculated on a net revenue basis negative Note: Everest based on Management projections except where indicated as Consensus; EBITDA represents 1. “Rule of 40” calculated as Revenue Growth + EBITDA Margin segments burdened by allocated corporate overhead 2. WholeCo peers represent the peer median for all Enterprise and SMB peers

Confidential – Preliminary Draft I Reference: Present Value of Future Share Price (NTM EBITDA) ($ in millions, expect per share data) Illustrative Future Share Price Analysis Illustrative Present Value of the Future Share Price (@ Various NTM EBITDA Multiples) (@ Various NTM EBITDA Multiples) $45.56 30.0x—26.0x NTM $42.44 EBITDA 30.0x—24.0x NTM EBITDA $35.84 30.0x—22.0x NTM $34.28 $39.32 30.0x—26.0x NTM Average PV of FSP – High Range: $28.80 EBITDA; 14.0% CoE $27.74 $24.30 $25.83 $26.83 $27.17 $32.72 $22.79 30.0x—24.0x NTM $24.71 $22.32 EBITDA; 14.0% CoE $21.13 $21.13 $26.59 $19.79 30.0x—22.0x NTM $19.79 $24.86 $23.58 EBITDA; 14.0% CoE $21.13 $21.85 $17.50 $19.79 $17.50 Average PV of FSP – Low Range: $22.52 Current 12/31/23 12/31/24 12/31/25 12/31/26 Current 12/31/23 12/31/24 12/31/25 12/31/26 PV of Future Share Price Analysis (6/30/23) NTM EBITDA Multiple Method FYE 12/31, 2023E 2024E 2025E 2026E NTM EBITDA (Mgmt. Plan) $106 $149 $205 $276 (x) NTM EBITDA Multiple 30.0x 28.0x 26.0x 24.0x Future TEV $3,172 $4,175 $5,322 $6,621 Plus: Net Cash1 420 525 677 891 Future Equity Value $3,592 $4,700 $6,000 $7,512 (/) FDSO 2 170.0 173.0 175.0 177.0 Implied Future Share Price $21.13 $27.17 $34.28 $42.44 (x) Discount Factor @ 14.0% CoE 0.94x 0.82x 0.72x 0.63x PV of Future Share Price $19.79 $22.32 $24.71 $26.83 % Premium to Current 13.1% 27.5% 41.2% 53.3% 10 Project Everest Source: Company Filings, Management estimates, FactSet (9/14/23) 1. Net cash balance forecast per management 2. Provided by Management

II Confidential – Preliminary Draft III Precedent Transactions – Valuation Metrics ($ in millions, except per share data items) Total TEV / Revenue EBITDA Date Enterprise TEV / Revenue Revenue / G TEV / EBITDA Growth Margin Announced Acquirer Target Value LTM NTM NTM LTM NTM NTM NTM Enterprise Transactions 1/9/23 Nuvei Paya $1,300 4.7x 4.1x 0.31x 18.2x 15.5x 13.4% 26.7% 12/12/22 Thoma Bravo Coupa 8,000 9.8 8.3 0.46 NM 36.4 18.2% 22.7% 9/28/22 EQT Billtrust 1,552 10.7 7.9 0.22 NM NM 35.4% (3.1%) 8/1/22 Global Payments EVO Payments 4,000 7.4 7.2 2.84 20.4 19.6 2.5% 36.8% 12/17/21 Thoma Bravo Bottomline 2,600 5.4 4.7 0.34 26.8 23.2 13.9% 20.4% 5/28/19 Global Payments TSYS 25,225 6.2 6.0 2.61 18.1 16.5 2.3% 36.7% 3/18/19 FIS Worldpay 43,000 11.0 9.9 0.93 22.7 19.5 10.7% 50.6% 1/16/19 Fiserv First Data 39,000 4.9 4.4 0.35 12.0 11.4 12.5% 38.4% 7/4/17 Vantiv Worldpay 12,000 9.4 9.1 NM 24.9 22.0 2.7% 41.6% 2/14/17 PayPal TIO 201 3.5 2.4 0.06 24.8 14.4 43.7% 17.0% 8/2/07 Fiserv CheckFree 4,400 4.4 3.7 0.21 12.4 12.1 17.9% 31.1% Mean $12,843 7.0x 6.2x 0.83x 20.0x 19.0x 15.7% 29.0% Median 4,400 6.2 6.0 0.34 20.4 18.0 13.4% 31.1% SMB Transactions 7/31/23 Francisco / TPG New Relic $6,043 6.3x 5.6x 0.42x NM 29.6x 13.5% 18.9% 3/14/23 Blackstone Cvent 4,600 7.3 6.0 0.29x 40.6 31.3 20.8% 19.3% 3/6/23 Silver Lake Qualtrics 12,500 8.6 7.3 0.41x NM 47.4 17.6% 15.4% 1/9/23 Vista Equity Partners Duck Creek 2,600 8.4 7.5 0.62x NM NM 12.0% 9.0% 8/8/22 Vista Equity Partners Avalara 8,400 11.4 8.6 0.26x NM NM 32.6% 4.0% 5/4/22 ICE Black Knight 16,000 10.6 9.7 1.13x 21.6 19.6 8.6% 49.7% 4/7/22 Brookfield CDK Global 8,300 4.7 4.5 0.72x 12.3 11.8 6.2% 37.9% 8/19/21 Nordic Capital Inovalon Holdings 7,300 10.2 8.8 0.55x 29.3 24.6 16.0% 35.6% 2/10/21 Tyler Technologies NIC 2,300 5.0 5.1 NM 21.1 20.1 (1.6%) 25.2% 12/21/20 Thoma Bravo RealPage 10,200 9.1 8.0 0.55x 32.5 28.1 14.4% 28.4% 2/12/19 Thoma Bravo Ellie Mae 3,397 7.1 6.6 0.97x 27.6 23.2 6.8% 28.6% 2/4/19 Hellman & Friedman Ultimate Software 11,000 9.6 7.9 0.37x 40.3 32.5 21.6% 24.4% 12/24/18 Vista Equity Partners Mindbody 1,900 8.3 6.4 0.22x NM NM 29.5% 4.4% Mean $7,422 8.1x 7.1x 0.59x 26.4x 26.2x 13.4% 24.7% Median 7,300 8.4 7.3 0.55 27.6 24.6 13.5% 25.2% Total Enterprise and SMB Mean $9,826 7.7x 6.7x 0.67x 23.9x 22.9x 15.5% 25.8% Median 6,671 7.8 6.9 0.41 22.7 21.1 13.7% 26.0% Source: Company filings, FactSet 11 Project Everest

Confidential – Preliminary Draft II A Spin-Off of Enterprise May be Challenging Given Scale Everest Enterprise’s relatively small expected scale in the public markets as a standalone company make a public spin more challenging Characteristics of Strong Characteristics of Weak Enterprise as a Candidates Candidates Standalone Public Co Enterprise 1 Scale Sufficient Scale Insufficient Scale would likely be ~1/2 the size of its closest 2 Capitalization Properly Capitalized Untenable Balance Sheets public peer Revenue Consistent Historical and 3 Flat to Negative Growth Growth Projected Growth Story Margin High Gross Margins and Low Gross Margins and 4 Profile Profitable Unprofitable Supportive Public Market Stronger Private Market 5 Valuation Valuations Valuations Efficient Operations & No Unable to Operate Publicly or 6 Operation Insurmountable Dis- Significant Synergies of Remaining synergies Together No Macroeconomic or Unfavorable Market 7 Market Regulatory Headwinds Conditions Other Considerations Need to capitalize standalone companies Tax status of transaction Public company readiness 12 Project Everest

Confidential – Preliminary Draft Project Everest Sponsors Strategics Illustrative Buyer Landscape For the Individual Business Segments Tier 1 Tier 2 Tier 1 Tier 2 Tier 1 Enterprise Solutions SMB Solutions Tier 1 Tier 2 13 Sponsors Strategics Note: Figures in parentheses represent latest flagship fund size; logos represent selected payments and vertical software portfolio companies II

Confidential – Preliminary Draft II Illustrative Tax Impact of Sale of Enterprise ($ in millions, expect per share data) Range based on valuation range of Enterprise implied by Trading Multiples and Precedents methodologies Enterprise Select Precedent Transactions Mid-point of Trading Multiples Mid-point of Precedent Transactions Implied Price / Share (Pre-Tax)—Midpoints $2.82 $4.70 Implied Enterprise Value (Pre-Tax) $448 $774 (-) Tax Basis (116) (116) Gain on Sale 332 658 Assumed Tax Rate 26.0% 26.0% Illustrative Tax Impact 86 171 Implied After Tax Enterprise Value $362 $603 (-) Net Debt (Cash) (40) (40) Equity Value $402 $643 FDSO 173.2 173.2 Implied Price / Share (Tax-Affected) $2.32 $3.71 Implied Tax Impact / Share ($0.50) ($0.99) Source: Company filings, FactSet (9/14/23), Management estimates 14 Project Everest

Confidential – Preliminary Draft Project Everest Financial Sponsors (Non-Control and Majority Transaction) Tier 1 Tier 2 Strategics (WholeCo Transaction) Tier 1.5 Tier 2 Illustrative Buyer Landscape 15 There may be limited “obvious” strategic buyers for WholeCo, which contains two distinct businesses serving different end markets Included in Non-control Sale Outreach Partner only for Non-Control Transaction Expressed Inbound Interest Passed Subsequent Additions (not part of initial process) III *

Confidential – Preliminary Draft Project Everest Process Update Signed NDA / Rec. Mats. Mgmt. Meeting Financial DD Call Follow Up Qs Current Status Commentary 8/22 9/12 Engaged • • • • • Management sessions reaffirmed [***] favorable view of the SMB business and helped them understand Enterprise better Are more positive about Enterprise following the meetings Diligence expected to focus on channel mix and paths for the business to move up-market [***] will only be able to commit $400-$500mm and will likely need to partner Opportunity has been well-socialized internally 8/22 9/11 Engaged • Like the business and management team • Believe both businesses are “very high quality” • Asked for time (at least a week’s notice ahead of the formal bid date) to put their best foot forward 8/28 9/12 Engaged • • • • • Very excited about the business and its positioning Believe SMB is the best-in-class solution currently in the market Comfortable partnering with GA and with check size Claimed to have already done “lots of work” given that [***] Asked for 2 weeks to complete valuation work 8/31 9/11 Engaged • Like the business and management team • Questions centered around process, timeline, and GA’s intentions • Preference for non-control deal, and to sell Enterprise / keep SMB • General preference for SMB business over Enterprise 8/23 9/12 Engaged • Like overall quality of the business (with a preference for SMB) • Initial feedback from IC suggested a concern with valuation • Confirmed that check size is not an issue • Curious about GA’s value creation plan for Everest • Continue to do work; will provide more feedback the week of 9/25 16

Confidential – Preliminary Draft Project Everest Process Update (Cont’d) Next Steps for the Special Committee Evaluate next steps in the context of bids and Evercore conversation: Narrow list of buyers to move to round 2 and authorize incremental information sharing Widen process – if bids deemed “unattractive” or to create greater competitive tension Stop process 17 Next Steps on Process Process Letter to be shared with potential bidders following Committee sign-off Tentative deadline for Initial Indications of Interest – Oct 5, 2023 Signed NDA / Rec. Mats. Mgmt. Meeting Financial DD Call Follow Up Qs Current Status Commentary 9/14 9/21 Engaged • • • • Interested (particularly in SMB) and taking process seriously Need to do more work on Enterprise (which is more opaque); will need detail on residuals to understand profitability potential Affirmed that a post go-private separation is the most interesting value creation strategy and are thinking about the Enterprise M&A opportunity Indicated they know at GA and may reach out to discuss views and strategy TBD TBD Coordinating Meeting Date • Inbound call to Everest on 9/18 on the back of historic relationship with Everest management TBD TBD Processing NDA • Indicated that non-control structure was not in their sweet spot • Implied equity check is smaller than what they prefer • Has since directed the opportunity to their mid-market fund 8/22 9/12 Passed • Believe business is fully valued today • Also concerned about check size 8/22 9/11 Passed • • Like the business, but believe it is fully valued Interested in engaging in a conversation involving a separation of SimplePractice if there is an opportunity to do so in the future (potentially through the lens of

Confidential – Preliminary Draft Appendix

Confidential – Preliminary Draft A. Financial Summary and Valuation

Confidential -Preliminary Draft 0 Financial Summary- Management Projections (Everest Segments) ($ in millions) Everest Enterprise Everest SMB 2021A 2022A 2023E 2024E 2025E 2026E 2027E 2021A 2022A 2023E 2024E 2025E 2026E 2027E Revenue $99 $128 $157 $192 $239 $294 $359 $109 $165 $217 $277 $350 $432 $527 %Growth 29.7% 23.1%0 21.9% 24.3% 23.2% 22.1% 51.9% 31.1% 27.9% 26.0% 23.6% 22.1% (-)COGS (20) (24) (29) (37) (44) (52) (62) (25) (36) (46) (58) (71) (85) ( 100) %of Rev. 20.6% 18.9% 18.7% 19.0% 18.4% 17.8% 17.4% 22.7% 21.8% 21.3% 20.9% 20.2% 19.6% 18.9% Gross Profit $78 $104 $128 $155 $195 $242 $297 $84 $129 $171 $220 $279 $347 $428 %Margin 79.4% 81.1% 81.3% 81.0% 81.6% 82.2% 82.6% 77.3% 78.2% 78.7% 79.1% 79.8% 80.4% 81.1% (-) S&M1 (47) (61) (74) (85) (101) (118) (137) (21) (33) (42) (54) (68) (83) (99) %of Rev. 47.2% 47. 7%f) 47.3% 44.4% 42.4% 40.2% 38.1% 19.7% 19.9% 19.3% 19.4% 19.4% 19.2% 18.7% (-) R&D (13) (18) (23) (30) (37) (45) (54) (18) (27) (39) (47) (58) (72) (86) %of Rev. 13.6% 13.8% 14.7% 15.6% 15.4% 15.5% 15.0% 16.1% 16.1% 17.8% 16.9% 16.7% 16.6% 16.3% (-) G&A2 (14) (25) (28) (33) (38) (44) ( 18) (22) (23) (27) (31) (34) (39) %of Rev. 13.7% 17.8% 16.1% 14.8% 14.0% 12.9% 12.3% 16.3% 13.5% 8 10.5% 9.7% 8.8% 8.0% 7.3% Adj. EBIT2 $5 $2 $5 $12 $23 $40 $62 $27 $48 $68 $92 $122 $158 $205 %Margin 4.8% 1.7% 3.1% 6.2% 9.8% 13.7% 17.2% 25.2% 28.7% 31.1% 33.1% 34.9% 36.7% 38.8% (+) D&A 2 2 2 3 4 2 3 5 7 9 12 %of Rev. 1.2% 1.0% 1.0% 1.0% 1.0% 1.1% 1.1% 1.1% 1.1% 1.3% 1.8% 1.9% 20% 22% Adj. EBITDA2 $6 $3 $6 $14 $26 $43 $66 $29 $49 $70 $97 $129 $167 $216 %Margin 6.0% 2.6% 4.1% 7.2% 10.8% 14.8% 18.3% 26.3% 29.9% 32.4% 34.9% 36.8% 38.7% 41.0% Key Observations 0 Continued Enterprise grovvth in out years partially driven by increased e Declining G&A due to operating leverage, driven, in part, by the shared digital adoption and targeting of non-utility verticals (e.g. , consumer finance services function and insurance) 0 One-time pricing study in 2023 contributing to improvement in subsequent f) S&M includes residuals, which are declining due to a one-time residual G&A expense buyout in 2023, and focus on lower-residual partners going forward EvERCORE 20 Project Everest Source: Company filings, Management estimates overlapping services, and other redundancies) allocated to Enterprise and SMB segments, respectively, per Note: 2021A-2023E Enterprise figures pro forma for sale of HealthPay24 management; Allocatable corporate overhead includes public company costs 1. Includes residuals 2. 55% and 45% of allocatable corporate overhead (total overhead less costs for management team,

Confidential -Preliminary Draft 0 Financial Summary- Management Projections (Everest WholeCo) ($ in millions) Historical Management 2021A 2022A 2023E 2024E 2025E 2026E 2027E Total Enterprise $99 $128 $157 $192 $239 $294 $359 %Growth 17.4% 29.7% 0 23.1% 21.9% 24.3% 23.2% 22.1% Total SMB $109 $165 $217 $277 $350 $432 $527 %Growth 73.9% 51.9% 31.1% 27.9% 26.0% 23.6% 22.1% Total Revenue $208 $293 $374 $469 $588 $726 $886 %Growth 41.6% 41.4% 27.6% 25.4% 25.3% 23.4% 22.1% (-)COGS (45) (60) (76) (94) (115) (137) (162) %ofRevenue 21.7% 20.5% 20.2% 20.1% 19.5% 18.8% 18.3% Gross Profit $162 $233 $299 $375 $474 $589 $724 %Margin 78.3% 79.5% 79.8% 79.9% 80.5% 81.2% 81 .7% (-) S&M1 (69) (95) (119) (141) (172) (204) (238) %ofRevenue 33.2% 32.6% 31.7% 30.1% 29.2% 28.1% 26.9% (-)R&D (31) (44) (62) (77) (95) (117) (140) %ofRevenue 14.9% 15.1% 16.5% 16.3% 16.2% 16.1% 15.8% (-) G&A (34) (48) (50) (58) (67) (75) (86) %ofRevenue 16.6% 16.3% 13.4% 12.4% 11.4% 10.4% 9.7% $28 $45 $68 $99 $140 $193 $260 13.6% 15.5% 18.1% 21.1% 23.8% 26.6% 29.3% (+) D&A 2 3 4 7 9 12 16 %of Revenue 1.2% 1.1% 1.2% 1.5% 1.6% 1.6% 1.8% Adj. EBITDA $31 $48 $72 $106 $149 $205 $276 %Margin 14.7% 16.5% 19.3% 22.5% 25.3% 28.2% 31 .1% Key Observations 0 Wholeco continues to grow at 20%+ at end of management projection period (2027E) f) 80%+ gross margins (net payments revenue and SaaS revenues) 0 Operating leverage from improved net take rates from Stripe, focus on lower residual partners, and shared services I G&A efficiency EvERCORE 21 Project Everest Source: Company filings, Management estimates Note: 2021A-2023E Enterprise figures pro forma for sale of HealthPay24 1. Includes residuals

Confidential -Preliminary Draft 0 Long-Term Management Extrapolations (Everest WholeCo) ($ in millions) ~————— .. ———- . —I Model Rec’d 1 DCF analysts termmal year: 2033 1 9/20/23 Extrapolations L—- ——— ———-~ FYE Decerrber 31, 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E 2035E 2036E 2037E Revenue $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,737 $1,834 $1,932 $2,032 %Growth 0 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% 5.9% 5.6% 5.4% 5.2% (-)COGS (162)1 (190) (215) (238) (259) (279) (297) (314) (331) (348) (365) %of Revenue 18.3% : 18.3% 18.3% 18.2% 18.2% 18.2% 18.1% 18.1% 18.0% 18.0% 18.0% Gross Profit $724 I $850 $961 $1,067 $1,166 $1,259 $1,343 $1,423 $1,503 $1,585 $1,668 %Margin 81.7% : 81.7% 81.7% 81.8% 81.8% 81.8% 81.9% 81.9% 82.0% 82.0% 82.0% 1 (-) S&M (238)1 (277) (310) (341) (368) (393) (415) (435) (455) (473) (492) %of Revenue 26.9% ! 26.6% 26.4% 26.1% 25.8% 25.6% 25.3% 25.1% 24.8% 24.5% 24.2% I (-)R&D (140)1 (164) (184) (203) (221) (238) (253) (267) (280) (294) (308) %of Revenue 15.8% I 15.7% 15.7% 15.6% 15.5% 15.5% 15.4% 15.3% 15.3% 15.2% 15.2% I (-) G&A (86)1 (92) (97) (103) (109) (116) (123) (129) (136) (144) ( 151) %of Revenue 9.7% 8.8% 8.3% 7.9% 7.7% 7.5% 7.5% 7.5% 7.4% 7.4% 7.4% Adj. EBIT $260 $317 $369 $419 $467 $511 $552 $592 $632 $674 $717 %Margin 29.3% 30.5% 31.4% 32.1% 32.8% 33.3% 33.7% 34.1% 34.5% 34.9% 35.3% (+) D&A 16 19 21 23 25 27 29 31 32 34 36 %of Revenue 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% 1.8% Adj. EBITDA $276 $336 $390 $443 $492 $539 $581 $622 $664 $708 $753 %Margin 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.8% 36.2% 36.6% 37.0% MernJ: Other Items Cap ex $18 $21 $24 $26 $29 $31 $33 $35 $37 $39 $41 %ofRevenue 2.0% e 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% Change in NINC ($16)1 ($16) ($18) ($20) ($21) ($23) ($25) ($26) ($28) ($29) ($30) %ofRevenue (1.8%) I 0 (1.5%) (1.5%) (1.5%) (1.5%) (1.5%) (1.5%) (1.5%) (1.5%) (1.5%) (1.5%) I SBC $80 : $83 $94 $91 $100 $108 $115 $104 $110 $116 $122 %ofRevenue 9.0% I 0 8.0% 8.0% 7.0% 7.0% 7.0% 7.0% 6.0% 6.0% 6.0% 6.0% I Tax Rate 26.6% ! 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Key Observations 0 Growth decelerates from -22% to -5% 0 Change in NWC held constant at 1.5% of Revenue f) Adj. EBITDA margin expands from -31% to -37% 0 SBC falls as a percentage of Revenue as growth decelerates e Capex held constant at 2.0% of Revenue EvE RCORE 22 Project Everest Source: Management 1. Includes residuals

Confidential -Preliminary Draft 0 Reconciliation of Corporate Overhead Allocations ($ in millions) 2021A 2022A 2023E 2024E 2025E 2026E 2027E Total Corporate Overhead $19 $52 $60 (-) Corporate-Level-Only Costs 1 (4) (6) (6) —— —— Allocatable Overhead $15 $46 $54 Enterprise Allocation ,———————————————————————————————————- $8 $15 $16 $20 $23 $25 $30 % of Allocatable 0 verhead ‘1 ———————————————————————————————————- 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% 55.0% : SMB Allocation $7 $12 $13 $16 $19 $21 $24 ,———————————————————————————————————~ % of Allocatable 0 verhead ‘I ———————————————————————————————————- 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% 45.0% : Enterprise EBITDA (Pre-Corp. Expenses) $14 $18 $23 $34 $49 $69 $95 %Margin 14.4% 14.3% 14.5% 17.5% 20.4% 23.4% 26.6% (-) Corporate Overhead (55% Allocation) (8) (15) (16) (20) (23) (25) (30) Enterprise EBITDA (Post-Corp. Expenses) $6 $3 $6 $14 $26 $43 $66 %Margin 6.0% 2.6% 4. 1% 7.2% 10.8% 14.8% 18.3% SMB EBITDA (Pre-Corp. Expenses) $35 $62 $84 $113 $147 $188 $241 %Margin 32.5% 37.2% 38.6% 40.8% 42.1% 43.5% 45.6% (-) Corporate Overhead (45% Allocation) (7) (12) (13) (16) (19) (21) (24) SMB EBITDA (Post-Corp. Expenses) $29 $49 $70 $97 $129 $167 $216 %Margin 26.3% 29.9% 32.4% 34.9% 36.8% 38.7% 41.0% ,—-. 1 1 ..            , Allocation based on management guidance Source: Company filings, Management estimates Note: Enterprise is Pro Forma for divestiture of HealthPay24 1. Represents duplicated costs for management team, overlapping services, and other redundancies (e.g., Everest corporate-level S&M expense), based on discussion with management EvERCORE 23 Project Everest

Confidential -Preliminary Draft 0 Weighted Average Cost of Capital (WACC)—WholeCo ($ in millions) Selected Public Companies- Cost of Capital Cost of Equity and WACC Calculation Total Gross Market Enterprise Debtto Adj. Unl. Historical Supply-Side Value Eguity Beta2 Beta2 Com~an}l Ca~ Everest WholeCo $3,030 $2,698 0.0% 1.19 1.19 Everest Peers Everest Peers Enter11,rise Peers Flywire $4,237 $3,647 0.0% 1.66 1.66 1 4.6% 4.6% 4.6% 4.6% Risk Free Rate ACI Worldwide 2,619 3,541 41.0% 0.97 0.75 Payoneer 2,524 1,997 0.7% 1.08 1.07 2 1.19 1.33 1.19 1.33 Paymentus 2,025 1,866 0.0% 1.42 1.42 Unlevered Beta AvidXchange 2,071 1,777 4.0% 1.49 1.45 SMB Peers Debt I Equity Ratio 0.0% 10.0% 0.0% 10.0% Bill Holdings $12,581 $11,781 14.8% 2.01 1.81 Paylocity 10,772 10,484 0.0% 1.08 1.08 3 26.0% 26.0% 26.0% 26.0% Tax Rate Paycor 4,160 4,693 0.0% 1.38 1.38 Doximity 4,592 3,719 0.0% 1.52 1.52 4 1.19 1.43 1.19 1.43 Levered Beta Evercommerce 1,892 2,340 28.3% 1.11 0.92 Definitive 1,323 1,233 19.7% 1.70 1.48 5 7.2% 7.2% 6.4% 6.4% Market Risk Premium Phreesia 1,229 1’ 117 0.3% 1.35 1.34 Weave Comm. 696 610 1.4% 1.41 1.40 5 0.9% 0.9% 0.9% 0.9% Size Premium Overall Mean 8.5% 1.40 1.33 Overall Median 0.7% 1.41 1.40 Cost of Eq uitl 14.1% 15.7% 13.1% 14.6% WACC—Sensitivities Historical Supply-Side Pre-tax Cost of Debe 5.8% 5.8% 5.8% 5.8% WACC WACC Debt I Equity Ratio Debt I Equity Ratio After- tax Cost of Debt 4.3% 4.3% 4.3% 4.3% 0.0% 10.0% 20.0% 0.0% 10.0% 20.0% 1.10 12.6% 13.1% 13.6% 1.10 11.7% 12.2% 12.7% Equity to Total Cap. 90.9% 90.9% 90.9% 90.9% Unl. 1.20 13.2% 13.8% 14.4% Unl. 1.20 12.3% 12.8% 13.3% Beta Beta 8 1.30 13.9% 14.5% 15.1% 1.30 12.9% 13.5% 14.0% lwACC 13.2% 14.7% 12.3% 13.6% Source: Company filings, FactSet (9114/23), Ibbotson 1. 20-year Treasury rate as of 9114/23 5. Kroll (2023). The market size of$2,847mm assumed for Everest WholeCo is equivalent to a 5th decile size premium 2. Raw Beta based on average of two-year weekly Beta, calculated in comparison to the S&P 500 index. Adjusted Beta= (213) 6. Cost of Equity= Risk Free Rate +(Market Risk Premium • Levered Beta) • Raw Beta + (1/3) • 1. Unlevered Beta =Levered Beta I (1 + (1—Tax rate) • (Debt I Equny)) 7. Based off YTW of Bill Holdings 3. Assumes 27% tax rate based on the KPMG corporate marginal tax rates for peers (includes state tax) 8. WACC =Cost of Equity • Equnyto Total Capitalization +Aner-tax Cost of Debt • (1- Equity to Total Capnalization) 4. Levered Beta = Unlevered Beta • (1 + (1—Tax Rate) • (Debt I Equity)) EvERCORE 24 Project Everest

Confidential -Preliminary Draft G Illustrative Sum-of-the-Parts Analysis-Trading Multiples and Precedents ($ in millions, expect per share data) Enterprise Total Trading Multiples Low High Low High Low High Select Segment Peer Set 1 Methodology ‘24E EBITDAI ‘24E EBITDA Metric $14 $14 $97 $97 (x) Multiple Range 30.0x 35.0x 28.0x 36.0x Enterprise Value $414 $482 $2,715 $3,490 $3,128 $3,973 Implied EBITDA Multiple 30.0x 35.0x 2B.Ox 36.0x 29.6x 37.6x Net Debt (Cash) (40) (40) (19) (19) (274) (333) (333) Equity Value $454 $522 $2,733 $3,509 $274 $3,461 $4,305 FDSO 173.2 173.2 173.2 173.2 173.2 173.2 173.2 Implied Price I Share $2.62 $3.02 $15.78 $20.26 $1.58 $19.99 $24.86 % Prem. I (Disc.) to Current 14.2% 42.1% Precedent Txns. Methodology NTM Revenue (6130123) NTM EBITDA (6130123) Metric $172 $172 $83 $83 (x) Multiple Range 4.0x 5.0x 30.0x 40.0x Enterprise Value $688 $860 $2,479 $3,306 I $3,168 $4,166 Implied Multiple 4.0x 5.0x 30.0x 40.0x 30.0x 39.4x Net Debt (Cash) (40) (40) (19) (19) (274) (333) (333) Equity Value $728 $900 $2,498 $3,325 $274 $3,501 $4,499 FDSO 173.2 173.2 173.2 173.2 173.2 173 .2 173.2 Implied Price I Share $4.21 $5.20 $14.43 $19.20 $1.58 $20.21 $25.98 % Prem. I (Disc.) to Current 15.5% 48.5% EvERCORE 25 Project Everest Source: Company filings, FactSet (9/14/23), Management estimates 1. 55% and 45% of allocatable corporate overhead (total overhead less costs for management team, overlapping services, and other redundancies) allocated to Enterprise and SMB segments, respectively, per management; Allocatable corporate overhead includes public company costs

Confidential -Preliminary Draft 0 Preliminary Leveraged Buyout Analysis ($ in millions, except per share data) Key Assumptions Financial Summary and Credit Statistics Management Estimate Extrap. • Illustrative transaction close date of June 30, 2023 and Calendar Year Ended 6/30/23 2024E 2025E 2026E 2027E 2028E exit on December 31, 2028 (5.5-year holding period) Revenue $197 $469 $588 $726 $886 $1,040 %Growth 25.4% 25.3% 23.4% 22.1% 17.3% • Illustrative Sources & Uses shows entry at $21.00 Adj. EBITDA $36 $106 $149 $205 $276 $336 offer price per share (20% premium to current), for a %Margin 18.4% 22.5% 25.3% 28.2% 31.1% 32.3% purchase TEV of $3.3bn (+) PubCo Cost Savings 4 9 9 10 11 12 • Exit at 24.0x LTM EBITDA, based on current peer $40 $114 $159 $215 $287 $348 trading multiples 20.3% 24.4% 27.0% 29.6% 32.4% 33.5% $30 $94 $136 $194 $264 $322 • 6.5x Target Gross Leverage, consisting of: 15.4% 20.0% 23.1% 26.8% 29.7% 31.0% ~ 6.5x Unitranche@ S+CSA+650bps, 97.0 OlD, (-)Cash Taxes (14) (28) (45) (64) (82) %Tax Rate 34.3% 33.9% 30.3% 28.1% 26.6% 26.0% 1.0% amortization, no financing fees (+)Depreciation 2 7 9 12 16 19 • $60mm minimum cash balance1 (+)Intangible Amortization 7 14 14 9 8 8 (-) Net Interest Expense (28) (50) (42) (32) (18) (4) • $50mm transaction fees (-)Changes in NWC (8) (9) (14) (14) (16) (16) (-)Capital Expenditures (5) (12) (13) (15) (18) (21) • 4% management promote Levered Free Cash Flow ($1) $30 $63 $108 $171 $226 Cumulative Free Cash Flow 1 29 92 200 371 597 Sources Memo: Leverage and Credit Statistics Unitranche Facility $472 Net Debt $383 $320 $212 $41 ($185) Pro Forma Debt 472 Total Debt I Adj. EBITDA 3.9x 2.4x 1.3x 0.4x O.Ox Balance Sheet Cash 333 Net Debt I Adj. EBITDA 3.3 2.0 1.0 0.1 NM Sponsor Equity 2,960 Implied TEV and Offer Price (‘28 Exit, 6.5x Gross Leverage) !Total Sources $3,765 1 Implied Purchase Equity Implied Offer Price Exit L TM EBITDA Multiple Exit L TM EBITDA Multiple Uses 22.0x 24.0x 26.0x 22.0x 24.0x 26.0x Everest Purchase Equity $3,641 Minimum Cash 60 17.5% $3,451 $3,726 $4,002 17.5% $21.82 $23.40 $24.98 Transaction Fees 50 Req’d Req’d 20.0% 3,111 3,357 3,602 20.0% $19.87 $21.28 $22.69 Financing Fees & OlD 14 IRR IRR !Total Uses $3,765 1 22.5% 2,815 3,034 3,253 22.5% $18.17 $19.43 $20.69 EvERCORE 26 Project Everest Source: Company filings, Management estimates, FactSet (9/14/23) 1. Approximately 2.5x monthly expenses in June 2023, per Management guidance 2. Burdened by intangible amortization

Confidential -Preliminary Draft B. Additional Analysis EvERCORE

Confidential -Preliminary Draft Analysis at Various Prices ($in millions, except per share data) ~rice=$26 Everest Current Anal~sis at Various Prices {9/14/23) Current Price (9/14/23) $17.50 $19.25 $21.00 $22.75 $24.50 $26.25 $28.00 % Premium to Current 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% % Premium to 30-Day VWAP 1.7% 11.9% 22.1% 32.3% 42.4% 52.6% 62.8% % Premium to 52 Week High (21.4%) (13.6%) (5.7%) 2.2% 10.0% 17.9% 25.7% (x) FDSO 173.2 173.3 173.4 173.5 173.5 173.6 173.6 Equity Value $3,030 $3,336 $3,641 $3,946 $4,251 $4,557 $4,862 (+)Debt (-)Cash (333) (333) (333) (333) (333) (333) (333) Enterprise Value $2,698 $3,003 $3,308 $3,613 $3,919 $4,224 $4,529 % Premium to Current TEV 11.3% 22.6% 33.9% 45.3% 56.6% 67.9% Multiples Analysis Enterprise Value to: Metric CY23E Revenue (Mgmt.) $374 7.2x 8.0x 8.8x 9.7x 10.5x 11.3x 12.1x CY24E Revenue (Mgmt.) 469 *2.6x *5.5x 5.7 6.4 7.0 7.7 8.3 9.0 9.6 1 CY24E Growth-Adj. Revenue (Mgmt.) 25.4% *0.21x 0.23x 0.25x 0.28x 0.30x *O.JJx 0.33x 0.35x 0.38x CY23E Gross Profit (Mgmt.) $299 9.0x 10.1x 11.1x 12.1x 13.1x 14.1x 15.2x CY24E Gross Profit (Mgmt.) 375 *5.9x *6.6x 7.2 8.0 8.8 9.6 10.5 11.3 12.1 1 *0.39x CY24E Growth-Adj. Gross Profit (Mgmt.) 25.4% 0.28x 0.32x 0.35x 0.38x * 0.41x 0.44x 0.48x 0.40x CY23E Adj. EBITDA (Mgmt.) $72 37.4x 41.6x 45.8x 50.0x 54.3x 58.5x 62.7x CY24E Adj. EBITDA (Mgmt.) 106*16.8X*1.8x 25.5 28.4 31.3 34.2 37.1 39.9 42.8 1 CY24E Growth-Adj. EBITDA (Mgmt.) 25.4% 1.01x 1.12x *1.2ox 1.23x 1.35x *1.46x 1.46x 1.57x 1.69x CY23E Adj. EBITDA (Consensus) $70 38.4x 42.8x 47.1x 51.5x 55.8x 60.2x 64.5x CY24E Adj. EBITDA (Consensus) 90 30.0 33.4 36.8 40.1 43.5 46.9 50.3 1 CY24E Growth-Adj. EBITDA (Consensus) 23.6% 1.27x 1.41x 1.56x 1.70x 1.84x 1.99x 2.13x * Median ofEnterprise Peers *Median ofSMB Peers EvERCORE 28 Project Everest Source: Company filings, FactSet (9114/23) Note: Analysis assumes -173.2mm shares at current price (and TSM); Includes 167.4mm basic shares outstanding as of 7131123 and 5.Bmm dilutive securities as of 6/30/23 1. Calculated as TEV I ‘24E Metric I ‘23E-‘24E Revenue Growth

Confidential -Preliminary Draft Everest Stock Performance Share Price Performance ————- Enterprise/Billing SM B/Healthcare 9/23/21: Everest’s IPO at Everest WholeCo Peers Peers Peers $26.00 per share Since 1 Month Ago 5.5% 5.4% (3.8%) 0.5% Since 3 Months Ago (4.6%) 3.3% (9.2%) (2.5%) f———————————~ Since 6 Months Ago (7.2%) 12.4% (5.1%) (0.3%) : 52 week Trading Range: : 120.0% : $15.44- $22.27 : Since 12 Months Ago (7.2%) 12.4% (5.1%) (0.3%) L———————————~ Since 18 Months Ago (13.2%) 12.4% (25.9%) (19.5%) Since I PO’             (jiH.“I~_ (34.6%) (59.8%) (36.4%) 2/15/22: Everest reported a 48% YoY increase in Annual 8/3/23: Everest reported 02’23, $34.12 Revenue in 04’21 , beating announcing strategic consensus estimates by 6% acquisition of Luminello’s assets and a divestiture of 8/4/22: Everest reported 02’22 HealthPay24 to Waystar 2/9/23: Everest reported FY’22 results, with Revenue exceeding with 24% customer growth rate 43% led by 56% growth in SMB, YoY 80.0% exceeding expectations 65.2% 11/10/21: Everest reported 03’21 losses of $0.06 per share, Revenue increases, and issued 40.0% positive 2021 Sales guidance 44.1% 3/9/22: DonorDrive, an Everest 11/3/23: Everest reported solution and digital fundraising 6/29/22: The City of Escondido 03’22 results, beating street’s platform for enterprise non profits, has seen 62% overall self- expectations and management announced the launch of a new 6/12/23: SimplePractice, an service electronic payment raising estimates again version of their app Everest solution, launches adoption since implementing learning pass to support lnvoiceCioud, an Everest education across group practices solution 0.0% Sep-21 Feb-22 Jul-22 Nov-22 Apr-23 Sep-23 —Everest —WholeCo Peers — Enterprise/Billing Peers — SMB/Healthcare Peers Earnings Release Key Events EvERCORE 29 Project Everest Source: FactSet (9/14/23) Note: Enterprise/Billing Camps comprise of ACI Worldwide, AvidXchange, Flywire, Payoneer and Paymentus. SMB/Healthcare Camps comprise of Bill Holdings, Definitive, Doximity, Evercommerce, Paycor, Paylocity, Phreesia, and Weave Comm. WholeCo Camps comprise of Enterprise and SMB peers 1. Chart begins at Everest’s price of $34.12 on day of IPO (9/23121); Subsequent decline in stock price occurs after initial price increase of 31% following IPO

Confidential -Preliminary Draft Trading Multiples Over Time TEV I NTM Revenue (Since IP01 ($ in millions) ) 20.0x TEV I NTM Revenue Everest IGV 17.5x Current (9/14/23) 6.1x 7.3x 16.0x 3 Months Average 6.3 7.3 6 Months Average 6.5 6.9 1 Year Average 7.1 6.5 12.0x 10.6x 8.0x 7.3x (3.3x) 6.1x (11.5x) 4.0x Oct-21 Mar-22 Jul-22 Dec-22 Apr-23 Sep-23 —Everest — IGV TEV I NTM EBITDA (Last 12 Months) 70.0x TEV I NTM EBITDA Everest IGV 61.3x Current (9/14/23) 32.0x 20.8x 55.0x 3 Months Average 33.5 20.6 6 Months Average 34.8 19.8 40.0x 41.7 18.9 32.0x (29.3x) 25.0x 20.8x +2.0x 18.7x 10.0x Sep-22 Nov-22 Feb-23 Apr-23 Jul-23 Sep-23 — Everest — IGV EvERCORE 30 Project Everest Source: FactSet (9/14/23) 1. Chart begins October 2021 , the most recent date broker estimates are available following Everest’s IPO (9/23/21)

Confidential -Preliminary Draft Summary of Equity Research Perspectives Selected Analyst Price Targets Analyst Commentary Strong combination ofgrowth and J Broker Date Rating Target’ Valuation Methodolog~ profitability, well insulated from macro Citi 8124123 Buy $22.00 DCF, EV I Revenue slowdown J.P. Morgan 8122123 19.00 DCF, FCF Per Share Lower cash flow conversion in 2023 Needham 813123 Buy 40.00 due to higher cash taxes Truist 813123 Buy 30.00 DCF Robust customer growth in SMB Raymond James 813123 Buy 25.00 SOTP (EV I Revenue , EV I GP) driven by core mental health and emerging verticals (speech pathology Bank of America 813123 Buy 23.00 EV I Revenue and occupational therapy) Craig-Hallum 813123 Buy 22.00 EV I EBITDA Potential execution risk as it KeyBanc 813123 20.00 expands target market within SMB Buy William Blair 813123 Buy NA EV I Revenue, EV I EBITDA Deutsche Bank 813123 21.00 DCF Revenue Cycle Management product expected to drive long-term growth Goldman Sachs 7113123 Hold 21.00 Potential overhang from private Mean $24.30 equity ownership Median 22.00 Attractive opportunity to expand into 25th Percentile 21.00 larger group practices, but still early 75th Percentile 24.50 innings Actual Share Performance vs. Target Price (Since IPO) Analyst Rating History $60 Premium to Current: 25.7% ®®®®®®®®®®®® $40 “”’—— $22.00 $20 (45.0%) $17.50 (48.7%) $- 9/23/21 2/14/22 7/8/22 11/29/22 4/22/23 9/14/23 —Everest Price — Median PT EvERCORE 31 Project Everest Source: FactSet (9/14/23), Bloomberg, Wall Street research 1. Target price not discounted to present value

Confidential -Preliminary Draft North America Take Private Premiums Paid Analysis Analysis of last 3 years of take private transactions with TEV > $1.0bn- 97 Deals Premium to Unaffected Premium to 1 Calendar Month VWAP1 Number of Deals Number of Deals I 11 16 19 14 12 24 I 8 14 18 16 12 28 Median: 31.0% Median: 34.6% Mean: 33.5% Mean: 35.8% 29.2% 25.0% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% Premium to 3 Calendar Month VWAP1 Premium to 6 Calendar Month VWAP1 Number of Deals Number of Deals I 1 10 19 15 18 27 I 12 6 16 19 14 29 Median: 36.5% Median: 36.1% 30.2% Mean: 36.8% 28.1% Mean: 37.3% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% Source: Thomson Reuters, FactSet, Company Filings Note, does not include REITS, Real Estate, BDCs, and MLPs 1. VWAP relative to unaffected date EvERCORE 32 Project Everest

Confidential -Preliminary Draft One-Step Spin-off Overview Pre-Transaction Post-Transaction 100% “’. Subsidiary ‘, Shares .. . ‘ I I Optimal ‘ Cash : I I I . I New Subsidiary Other Businesses Subsidiary other Businesses Company Transaction Description Transaction Outcome • Parent creates Subsidiary • Parent shareholders own two securities- Parent and Subsidiary stock • Subsidiary could potentially raise debt and dividend proceeds to Parent .,._ For example, if a shareholder owns 2% of Parent prior to spin-off the shareholder will own 2% of • Parent distributes stock of Subsidiary tax-free to Parent Parent and 2% of Spin Co after the spin-off shareholders on a pro-rata basis • The market, through trading, establishes the valuation and price • Financial market objective is to create value through “sum of the parts” EvERCORE 33 Project Everest

Confidential -Preliminary Draft These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or revievved with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources , represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials vvere compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. EvERCORE Project Everest

Exhibit (c)(vii)

Confidential – Preliminary Draft Project Everest Strategic Alternatives – Update October 2023

Illustrative Financial Analysis Summary – Confidential – Preliminary Draft Presented as of 9/26/23 ($ in millions, expect per share data) Valuation as of 6/30/23 Current TEV: Current FY24E Consensus Current Share Price: $17.50 $2,698 Multiples: 30.0x / 5.8x Implied FY24E Implied FY24E Implied EBITDA Revenue Premium Key Metrics and Methodologies Implied Share Price Implied TEV Multiple1 Multiple1 to Current I DCF – PGR Method (5.0%—7.0% PGR) PGR    Disc. Rate: 12.5%—13.5% $12.54 $17.42 $1,838—$2,684 17.4x—25.4x 3.9x—5.7x (28.4%)—(0.4%)    Imp. Terminal EBITDA Multiple (NTM): 6.8x—10.6x DCF DCF – Terminal Multiple Method (9.0x—13.0x NTM EBITDA) Terminal                Disc. Rate: 12.5%—13.5% $14.64 $19.88 $2,202—$3,110 20.8x—29.4x 4.7x—6.6x (16.4%)—13.6% Multiple    Imp. PGR: 6.1%—8.9% Trading Trading EBITDA Multiples2    FY24E EBITDA: $106 $17.19 $22.07 $2,643—$3,489 25.0x—33.0x 5.6x—7.4x (1.8%)—26.1% Multiples    Multiple Range: 25.0x—33.0x Average of PV of FSP from FY23-FY26    NTM EBITDA Multiple starting at $22.52 $24.30 $3,567—$3,876 33.7x—36.7x 7.6x—8.3x 28.7%—38.9%    30.0x and stepped down to 22.0x— 26.0x by FY26    Disc. Rate: 14.0% Standalone 1-Year Analyst Price Targets Reference $21.00 $24.50 $3,304—$3,910 31.2x—37.0x 7.0x—8.3x 20.0%—40.0%    25th—75th Percentile (Based on Available Analysts) 52-Week Trading Range $15.44 $22.27 $2,341—$3,524 22.1x—33.3x 5.0x—7.5x (11.8%)—27.3% $2.62—$3.02 | $15.78—$20.26 II Trading Trading EBITDA Multiples 3 Multiples    FY24E Enterprise EBITDA: $14 / FY24E SMB EBITDA: $97 Implied Tax Impact / $19.99 $24.86 $3,128—$3,973 29.6x—37 14.2%—42.1% Separation    Multiple Range: 30.0x—35.0x / 28.0x—36.0x Share to be Netted (SOTP of Against SOTP Value in Taxable Separation: $4.21—$5.20 | $14.43—$19.20 Ent. / SMB) Precedent Transactions5 ($0.50)—($0.99)4 Precedents    NTM Enterprise Rev.: $172 / NTM SMB EBITDA: $83 $20.21 $25.98 $3,168—$4,166 30.0x—39.4x 15.5%—48.5%    Precedent Multiple Range: 4.0x—5.0x / 30.0x—40.0x III Precedent Transactions Precedents    NTM EBITDA: $82 $13.78 $20.89 $2,053—$3,284 19.4x—31.1x 4.4x—7.0x (21.3%)—19.4%    Precedent Multiple Range: 25.0x—40.0x Premiums Paid (Majority Transaction) Sale $21.00 $23.63 $3,304—$3,758 31.2x—35.5x 7.0x—8.0x 20.0%—35.0%    Premia Paid: 20.0%—35.0% Reference 6 LBO (WholeCo Exit): 6.5x Leverage    ’28E Exit EBITDA: 22.0x—26.0x $18.17 $24.98 $2,814—$3,992 26.6x—37.8x 6.0x—8.5x 3.9%—42.7%    Required IRR: 17.5%—22.5% Source: Management estimates, FactSet (9/14/23) Implied Share Price Range: Enterprise | SMB 1. Implied multiples based on management estimates for 2024E EBITDA and Revenue, respectively Enterprise SMB (Totals also incl. $1.58 of unallocated cash / sh.) 2. Implies ~1.00-1.30x growth adjusted EBITDA based on peers and 25.4% growth rate 3. Implies a range of 1.35x – 1.55x 2024E growth adjusted EBITDA and 2.2x – 2.5x 2024E Revenue for Enterprise. Implies a range of 1.00x – 1.30x 2024E growth adjusted EBITDA and 9.8x – 12.6x 2024E Revenue for SMB 2 Project Everest 4. Calculated using midpoint Enterprise valuations implied by peer and precedent methodologies 5. For the Enterprise segment (NTM growth rate of ~20%), implies ~0.22x growth adjusted Revenue (EQT / BillTrust transaction’s growth adjusted revenue multiple). Implies a range of 10.1x – 13.4x NTM Revenue for SMB 6. LBO Incorporates $9mm-$12mm of public company cost savings over the forecast period (2023E-2028E)

Confidential – Preliminary Draft Illustrative Financial Analysis Summary – Updated ($ in millions, expect per share data) Valuation as of 6/30/23 Current TEV: Current FY24E Consensus Current Share Price: $18.44 $2,861 Multiples: 31.8x / 6.1x Implied FY24E Implied FY24E Implied EBITDA Revenue Premium Key Metrics and Methodologies Implied Share Price Implied TEV Multiple1 Multiple1 to Current I DCF – PGR Method (5.0%—7.0% PGR) PGR    Disc. Rate: 12.5%—13.5% $13.28 $18.20 $1,968—$2,820 18.6x—26.7x 4.2x—6.0x (28.0%)—(1.3%)    Imp. Terminal EBITDA Multiple (NTM): 6.8x—10.6x DCF DCF – Terminal Multiple Method (9.0x—13.0x NTM EBITDA) Terminal                Disc. Rate: 12.5%—13.5% $15.39 $20.66 $2,332—$3,246 22.1x—30.7x 5.0x—6.9x (16.6%)—12.0% Multiple    Imp. PGR: 6.1%—8.9% Trading Trading EBITDA Multiples2    FY24E EBITDA: $106 $17.18 $22.07 $2,643—$3,489 25.0x—33.0x 5.6x—7.4x (6.8%)—19.7% Multiples    Multiple Range: 25.0x—33.0x Average of PV of FSP from FY23-FY26    NTM EBITDA Multiple starting at $22.52 $24.30 $3,568—$3,877 33.7x—36.7x 7.6x—8.3x 22.1%—31.8%    30.0x and stepped down to 22.0x— 26.0x by FY26    Disc. Rate: 14.0% Standalone 1-Year Analyst Price Targets Reference $21.00 $24.50 $3,305—$3,911 31.3x—37.0x 7.0x—8.3x 13.9%—32.9%    25th—75th Percentile (Based on Available Analysts) 52-Week Trading Range $15.44 $22.27 $2,341—$3,524 22.1x—33.3x 5.0x—7.5x (16.3%)—20.8% $2.62—$3.02 | $15.78—$20.26 II Trading Trading EBITDA Multiples 3    FY24E Enterprise EBITDA: $14 / FY24E SMB EBITDA: $97 Implied Tax Impact / $19.98 $24.86 $3,128—$3,973 29.6x—37 8.4%—34.8% Separation Multiples Share to be Netted                Multiple Range: 30.0x—35.0x / 28.0x—36.0x (SOTP of Against SOTP Value in Taxable Separation: $4.20—$5.20 | $14.42—$19.19 Ent. / SMB) Precedent Transactions5 ($0.50)—($0.99)4 Precedents    NTM Enterprise Rev.: $172 / NTM SMB EBITDA: $83 $20.21 $25.98 $3,168—$4,166 30.0x—39.4x 9.6%—40.9%    Precedent Multiple Range: 4.0x—5.0x / 30.0x—40.0x III Precedent Transactions Precedents    NTM EBITDA: $82 $13.77 $20.88 $2,053—$3,284 19.4x—31.1x 4.4x—7.0x (25.3%)—13.3%    Precedent Multiple Range: 25.0x—40.0x Premiums Paid (Majority Transaction) Sale $22.13 $24.89 $3,500—$3,979 33.1x—37.6x 7.5x—8.5x 20.0%—35.0%    Premia Paid: 20.0%—35.0% Reference 6 LBO (WholeCo Exit): 6.5x Leverage    ’28E Exit EBITDA: 22.0x—26.0x $18.40 $25.27 $2,854—$4,044 27.0x—38.2x 6.1x—8.6x (0.2%)—37.0%    Required IRR: 17.5%—22.5% Source: Management estimates, FactSet (10/3/23) Implied Share Price Range: Enterprise | SMB 1. Implied multiples based on management estimates for 2024E EBITDA and Revenue, respectively Enterprise SMB (Totals also incl. $1.58 of unallocated cash / sh.) 2. Implies ~1.00-1.30x growth adjusted EBITDA based on peers and 25.4% growth rate 3. Implies a range of 1.35x – 1.55x 2024E growth adjusted EBITDA and 2.2x – 2.5x 2024E Revenue for Enterprise. Implies a range of 1.00x – 1.30x 2024E growth adjusted EBITDA and 9.8x – 12.6x 2024E Revenue for SMB 3 Project Everest 4. Calculated using midpoint Enterprise valuations implied by peer and precedent methodologies 5. For the Enterprise segment (NTM growth rate of ~20%), implies ~0.22x growth adjusted Revenue (EQT / BillTrust transaction’s growth adjusted revenue multiple). Implies a range of 10.1x – 13.4x NTM Revenue for SMB 6. LBO Incorporates $9mm-$12mm of public company cost savings over the forecast period (2023E-2028E)

Confidential – Preliminary Draft I Illustrative Discounted Cash Flow Analysis – WholeCo (PGR Method) Valuation date as of 6/30/23 ($ in millions, expect per share data) Free Cash Flow Summary Management Projections Management Extrapolation 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $374 $469 $588 $726 $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,640 % Growth 27.6% 25.4% 25.3% 23.4% 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% EBITDA $72 $106 $149 $205 $276 $336 $390 $443 $492 $539 $581 $581 % Margin 19.3% 22.5% 25.3% 28.2% 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.5% Less: Depreciation (4) (7) (9) (12) (16) (19) (21) (23) (25) (27) (29) (33) Less: Intangible Amort (15) (14) (14) (9) (8) (8) (2) (0) — —Less: SBC (23) (34) (47) (63) (80) (83) (94) (91) (100) (108) (115) (115) EBIT (Burdened by SBC) $30 $51 $79 $121 $172 $226 $274 $328 $367 $404 $438 $434 % Margin 8.0% 10.8% 13.4% 16.7% 19.4% 21.8% 23.3% 25.1% 25.8% 26.3% 26.7% 26.5% Less: Unlevered Taxes (12) (17) (24) (34) (46) (59) (71) (85) (95) (105) (114) (113) % Tax Rate 38.3% 33.9% 30.3% 28.1% 26.6% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Plus: Depreciation 4 7 9 12 16 19 21 23 25 27 29 33 Plus: Intangible Amort 15 14 14 9 8 8 2 0 — —Less: Capital Expenditures (10) (12) (13) (15) (18) (21) (24) (26) (29) (31) (33) (33) Less: (Increases) in NWC 2 4 5 6 6 7 8 9 10 11 12—Total Unlevered FCF $31 $47 $69 $98 $139 $181 $210 $249 $279 $306 $332 $321 (x) Discount Factor @ 13.0% Disc. Rate 0.97x 0.88x 0.78x 0.69x 0.61x 0.54x 0.48x 0.43x 0.38x 0.33x 0.29x PV of Unlevered FCF $15 $42 $54 $68 $85 $98 $101 $106 $105 $102 $98 Implied Share Price Implied Terminal NTM EBITDA Multiple Terminal Cash Flow $321 Terminal Value @ 6.0% PGR 4,861 Perpetuity Growth Rate Perpetuity Growth Rate Discount Factor @ 13.0% WACC 0.295x PV of Terminal Value $1,432 5.0% 6.0% 7.0% 5.0% 6.0% 7.0% PV of Projected Cash Flows 873 12.5% $15.09 $16.41 $18.20 12.5% 7.7x 8.9x 10.6x Total Enterprise Value $2,305 Plus: Cash 333 u nt u nt Less: Debt—Rate 13.0% $14.13 $15.23 $16.70 Rate 13.0% 7.2 8.3 9.8 Equity Value $2,638 Disco Disco (/) FDSO 1 173.2 13.5% $13.28 $14.21 $15.43 13.5% 6.8 7.8 9.0 Price Per Share $15.23 4 Project Everest Source: Company filings, Management estimates 1. Includes 167.4mm basic shares outstanding as of 7/31/23 and 5.8mm dilutive securities as of 6/30/23

Confidential – Preliminary Draft I Illustrative Discounted Cash Flow Analysis – WholeCo (Terminal Multiple Method) Valuation date as of 6/30/23 ($ in millions, expect per share data) Free Cash Flow Summary Management Projections Management Extrapolation 2023E 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E Terminal Revenue $374 $469 $588 $726 $886 $1,040 $1,175 $1,305 $1,425 $1,538 $1,640 $1,640 % Growth 27.6% 25.4% 25.3% 23.4% 22.1% 17.3% 13.0% 11.0% 9.2% 7.9% 6.7% EBITDA $72 $106 $149 $205 $276 $336 $390 $443 $492 $539 $581 $581 % Margin 19.3% 22.5% 25.3% 28.2% 31.1% 32.3% 33.2% 33.9% 34.5% 35.0% 35.5% 35.5% Less: Depreciation (4) (7) (9) (12) (16) (19) (21) (23) (25) (27) (29) (33) Less: Intangible Amort (15) (14) (14) (9) (8) (8) (2) (0) — —Less: SBC (23) (34) (47) (63) (80) (83) (94) (91) (100) (108) (115) (115) EBIT (Burdened by SBC) $30 $51 $79 $121 $172 $226 $274 $328 $367 $404 $438 $434 % Margin 8.0% 10.8% 13.4% 16.7% 19.4% 21.8% 23.3% 25.1% 25.8% 26.3% 26.7% 26.5% Less: Unlevered Taxes (12) (17) (24) (34) (46) (59) (71) (85) (95) (105) (114) (113) % Tax Rate 38.3% 33.9% 30.3% 28.1% 26.6% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% 26.0% Plus: Depreciation 4 7 9 12 16 19 21 23 25 27 29 33 Plus: Intangible Amort 15 14 14 9 8 8 2 0 — —Less: Capital Expenditures (10) (12) (13) (15) (18) (21) (24) (26) (29) (31) (33) (33) Less: (Increases) in NWC 2 4 5 6 6 7 8 9 10 11 12—Total Unlevered FCF $31 $47 $69 $98 $139 $181 $210 $249 $279 $306 $332 $321 (x) Discount Factor @ 13.0% Disc. Rate 0.97x 0.88x 0.78x 0.69x 0.61x 0.54x 0.48x 0.43x 0.38x 0.33x 0.29x PV of Unlevered FCF $15 $42 $54 $68 $85 $98 $101 $106 $105 $102 $98 Implied Share Price Implied PGR Terminal NTM EBITDA $622 NTM Multiple 11.0x Terminal NTM EBITDA Multiple Terminal NTM EBITDA Multiple Terminal Value $6,846 Discount Factor 0.277x 9.0x 11.0x 13.0x 9.0x 11.0x 13.0x PV of Terminal Value $1,897 PV of Projected Cash Flows 873 12.5% $16.49 $18.57 $20.66 12.5% 6.1% 7.2% 8.0% Total Enterprise Value $2,770 nt u u nt Plus: Cash 333 Rate 13.0% $15.92 $17.91 $19.91 Rate 13.0% 6.5% 7.6% 8.4% Less: Debt—Disco Disco Equity Value $3,103 1 13.5% $15.39 $17.29 $19.19 13.5% 7.0% 8.1% 8.9% (/) FDSO 173.2 Price Per Share $17.91 5 Project Everest Source: Company filings, Management estimates 1. Includes 167.4mm basic shares outstanding as of 7/31/23 and 5.8mm dilutive securities as of 6/30/23

Confidential – Preliminary Draft These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Project Everest

Exhibit (c)(viii)

Confidential -Preliminary Draft Confidential Treatment Requested. Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment. PRELIMINARY DRAFT Subject to Change Highly Confidential 10/20/2023 4:22 PM Project Everest Discussion Materials October 20, 2023 EvERCORE

Confidential – Preliminary Draft Project Everest Summary of Round 1 Bids Received ($ in millions, except per share data) Source: Management estimates, Company filings, FactSet (10/19/23) 1. One day prior to 10/5/23 leak 2 Everest Analysis at Various Prices Current Illustrative Transaction Value Price Per Share (10/19/23) $20.65 $19.00 $20.00 $21.00 $22.00 $23.00 $24.00 % Premium to Unaffected: $18.71 (10/4/23)¹ 10.4% 1.5% 6.9% 12.2% 17.6% 22.9% 28.3% % Premium to 30-Day VWAP: $19.20 7.6% (1.0%) 4.2% 9.4% 14.6% 19.8% 25.0% (x) FDSO 174.3 174.2 174.3 174.3 174.4 174.4 174.4 Equity Value $3,599 $3,310 $3,485 $3,661 $3,836 $4,011 $4,186 (+) Debt - - - - - - - (–) Cash (333) (333) (333) (333) (333) (333) (333) Total Enterprise Value $3,266 $2,977 $3,153 $3,328 $3,503 $3,678 $3,853 Multiples Analysis Enterprise Value to: Metric CY23E Adj. EBITDA (Management) $72 45.2x 41.2x 43.7x 46.1x 48.5x 50.9x 53.4x CY24E Adj. EBITDA (Management) 106 30.9 28.2 29.8 31.5 33.1 34.8 36.4 CY23E Adj. EBITDA (Consensus) $70 46.6x 42.5x 45.0x 47.5x 50.0x 52.5x 55.0x CY24E Adj. EBITDA (Consensus) 90 36.3 33.1 35.0 37.0 38.9 40.9 42.8 Range of IOIs Received (See Summary for Assumptions) $22.75 $20.50 $20.00 $20.59 $22.00 $19.00 $21.00 $22.00 $20.00 $23.00 $ - $ - (Final Bid) $17.00

Confidential -Preliminary Draft Analysis at Various Prices ($in millions, except per share data) Everest Unaffected Current Anal:Ł sis at Various Prices {1 0/19/23l Current Price (1 0/19/23) $18.71 $20.65 $22.00 $22.50 $22.75 $23.00 $23.50 $24.00 $24.50 $25.00 % Premium to Current 6.5% 9.0% 10.2% 11.4% 13.8% 16.2% 18.6% 21.1% % Premium to Unaffected ($18. 71) 0.0% 10.4% 17.6% 20.3% 21.6% 22.9% 25.6% 28.3% 30.9% 33.6% % Premium to 30-Day VWAP ($19.20) (2.5%) 7.6% 14.6% 17.2% 18.5% 19.8% 22.4% 25.0% 27.6% 30.2% % Premium to 90-Day VWAP ($18.43) 1.5% 12.0% 19.4% 22.1% 23.4% 24.8% 27.5% 30.2% 32.9% 35.6% %Premium to 52 Week High ($21.72) (13.9%) (4.9%) 1.3% 3.6% 4.7% 5.9% 8.2% 10.5% 12.8% 15.1% (x) FDSO 174.2 174.3 174.4 174.4 174.4 174.4 174.4 174.4 174.4 174.4 Equity Value $3,260 $3,599 $3,836 $3,923 $3,967 $4,011 $4,098 $4,186 $4,274 $4,361 (+) Debt (-)Cash (333) (333) (333) (333) (333) (333) (333) (333) (333) (333) Enterprise Value $2,927 $3,266 $3,503 $3,590 $3,634 $3,678 $3,766 $3,853 $3,941 $4,028 % Premium to Current TEV 7.2% 9.9% 11.3% 12.6% 15.3% 18.0% 20.6% 23.3% Enter[!rise Value to: Metric CY23E Revenue (Mgmt.) $374 7.8x 8.7x 9.4x 9.6x 9.7x 9.8x 10.1x 10.3x 10.5x 10.8x CY24E Revenue (Mgmt.) 469 6.2 7.0 7.5 7.6 7.7 7.8 8.0 8.2 8.4 8.6 1 CY24E Growth-Adj. Revenue (Mgmt.) 25.4% 0.25x 0.27x 0.29x 0.30x 0.31x 0.31x 0.32x 0.32x 0.33x 0.34x CY23E Gross Profit (Mgmt.) $299 9.8x 10.9x 11.7x 12.0x 12.2x 12.3x 12.6x 12.9x 13.2x 13.5x CY24E Gross Profit (Mgmt.) 375 7.8 8.7 9.3 9.6 9.7 9.8 10.0 10.3 10.5 10.7 CY24E Growth-Adj. Gross Profit (Mgmt.) 1 25.4% 0.31x 0.34x 0.37x 0.38x 0.38x 0.39x 0.40x 0.41x 0.41x 0.42x CY23E Adj. EBITDA (Mgmt. ) $72 40.5x 45.2x 48.5x 49.7x 50.3x 50.9x 52.1x 53.4x 54.6x 55.8x CY24E Adj. EBITDA (Mgmt.) 106 27.7 30.9 33.1 34.0 34.4 34.8 35.6 36.4 37.3 38.1 . 1 CY24E Growth-AdJ. EBITDA (Mgmt.) 25.4% 1.09x 1.22x 1.31x 1.34x 1.35x 1.37x 1.40x 1.44x 1.47x 1.50x CY23E Adj. EBITDA (Consensus) $70 41.8x 46.6x 50.0x 51.2x 51.9x 52.5x 53.7x 55.0x 56.2x 57.5x CY24E Adj. EBITDA (Consensus) 90 32.5 36.3 38.9 39.9 40.4 40.9 41.9 42.8 43.8 44.8 1 CY24E Growth-Adj. EBITDA (Consensus) 23.3% 1.40x 1.56x 1.67x 1.71x 1.73x 1.75x 1.80x 1.84x 1.88x 1.92x EvERCORE 3 Project Everest Source: Company filings, FactSet (1 0119123) Note: Analysis assumes -174.3mm shares at current price (and TSM); Includes 168.1 mm basic shares outstanding and 6.2mm dilutive securities as of 10110123 1. Calculated as TEV I ‘24E Metric I ‘23E-‘24E Revenue Growth

Confidential -Preliminary Draft Illustrative Financial Analysis Summary ($in millions, except per share data) Valuation as of 6/30/23 :-Current -TI:v: : ~- Current FY24E Consensus -: ~             $ _ 3.z.2_ 6!l             J L            ~!!p!_e_s~ :!~·:!-! ~ !:~-!             J ~—~ ~ Implied FY24E Implied FY24E Implied : Unaffected Share Price: : : Vista Second 1 1 Round Bid: $22-75 EBITDA Revenue Premium frTiiilleCisiiare 1 Price- 1 1 Key Metrics and Methodologies Implied TEV Multiple Multiple to Unaffected I DCF- PGR Method (5.0%- 7.0% PGR) I I $13.20 I I DCF: PGR Disc. Rate: 12.5%- 13.5% $18.09 $1,968-$2,820 18.6x-26.7x 4.2x- 6.0x (29.5%)- (3.3%) I Imp. Terminal EBITDA Multiple (NTM): 6.8x- 10.6x I I I I DCF- Terminal Multiple Method (9.0x- 13.0x NTM EBIIDA) I DCF: Terminal Disc. Rate: 12.5%- 13.5% $15.29 $20.5!1 $2,332- $3,246 22. 1x—30. 7x 5.0x- 6.9x (18.3%)- 9. 7% Multiple I Imp. PGR: 6.1%- 8.9% I I Trading EBIIDA Multipfes2 I Trading Multiples FY24E EBITDA: $106 $h 93 $2,643- $3,489 25.0x- 33.0x 5.6x- 7.4x (8.7%)- 17.2% Multiple Range: 25.0x- 33. Ox I I I Precedent Transactions I Precedent NTM EBIIDA: $82 $13.69 $20.71i $2,053- $3,284 19.4x- 31.1x 4.4x- 7.0x (26.8%)—10.9% Transactions I Precedent Multiple Range: 25.0x- 40.0x I I I Average of PV of FSP from FY23-FY26 I NTM EBIIDA Multiple starting at I $3,592- $3,903 34.0x- 36.9x 7. 7x- 8.3x 20.4%- 29.9% 1 $22.52 $24.30 30.0x and stepped down to 22.0x- 26.0x by FY26 Disc. Rate: 14.0% I I SOTP: Trading EBITDA Multip!es 3 00.1 ··;: ~;;;::;,~t·;· $ ::.tl: . 3. $‘i 11 568 i;:;: FY24E Enterprise EBIIDA: $141 FY24E SMB EBITDA: $97 Share to be Netted $3,128- $3,973 29.6x- 37.6x 6. 7x- 8.5x 6.1%-32.0% Multiple Range: 30.0x- 35. Ox I 28.0x- 36.0x Against SOTP Value in Taxable Separation: $4.18- $5.17 j $14.33-$19.07 SOTP: Precedent Transactions5 NTM Enterprise Rev.: $172 I NTM SMB EBITDA: $83 ~ ~-( ~ $ .081 1 $3, 168- $4, 166 30.0x- 39.4x 6. 7x- 8.9x 7.3%-38.0% 2~ $25.81 Precedent Multiple Range: 4.0x- 5.0x I 30.0x- 40.0x I LBO (Who/eGo Exit): 6.5x Leveragd) ~ -~-.- ‘28E Exit EBITDA: 22.0x- 26.0x $18.30 : $25.13 $2,856- $4,047 27.0x- 38.3x 6. 1x- 8.6x (2.2%)—34.3% Required IRR: 17.5%-22.5% 1 ; 1 I 1-Year Analyst Price Targets (Unaffected as of 1014123) I $3,327- $3,938 31.5x- 37.2x 7. 1x- 8.4x 12.2%- 30.9% i$21.00 $24.50 25th—75th Percentile (Based on Available Analysts) 52-Week Trading Range $15.44 $:::11 .72 $2,358- $3,453 22.3x- 32. 7x 5.0x- 7.4x (17.5%)—16.1% I I I I Premiums Paid to Unaffected (Majority Transaction) $22.45 $25.26 $3,581- $4,070 33.9x- 38.5x 7.6x- 8. 7x 20.0%- 35.0% Premia Paid: 20.0%- 35.0% Source: Management estimates, FactSet (1 0/19/23) Implied Share Price Range: Enterprise 1 SMB 1. Implied multiples based on management estimates for 2024E EBITDA and Revenue, respectively (Totals also incl. $1 .61 of unallocated cash I sh .) 2. Implies -1.00-1.30x growth adjusted EBITDA based on peers and 25.4% growth rate 3. Implies a range of 1.35x- 1.55x 2024E growth adjusted EBITDA and 2.2x- 2.5x 2024E Revenue for Enterprise. Implies a range of 1.00x- 1.30x 2024E growth adjusted EBITDA and 9.8x- 12.6x 2024E Revenue for SMB EvERCORE 4 Project Everest 4. Calculated using midpoint Enterprise valuations implied by peer and precedent methodologies 5. For the Enterprise segment (NTM growth rate of -20%), implies -0.22x growth adjusted Revenue (EQT I BiiiTrust transaction’s growth adjusted revenue multiple). Implies a range of 10 .1x- 13.4x NTM Revenue for SMB 6. LBO Incorporates $9mm-$12mm of public company cost savings over the forecast period (2023E-2028E)

Confidential -Preliminary Draft Selected Publicly Traded Companies—Valuation Metrics ($ in millions, expect per share data items) Share Total TEV I TEVI 1 1 Price Market Enterprise TEV I Revenue REV IG TEV I EBITDA EBITDAIG Com~an~ 10119123 Ca~ Value CY23E CY24E CY24E CY23E CY24E CY24E Entem.rise Peers Everest Enterprise ACI Worldwide $21.47 $2,349 $3,272 2.3x 2.1x 0.32x 8.4x 7.8x 1.18x Flyvvire 28.41 3,826 3,237 12.3 9.9 0.41 NM NM NA Payoneer 5.87 2,422 1,895 2.7 2.4 0.18 11.2 9.8 0.72x Paymentus 14.93 1,905 1,746 2.9 2.4 0.12 39.9 31.2 1.53x AvidXchange 9.04 1,929 1,636 4.4 3.7 0.20 NM 41.4 2.25x Mean 4.9x 4.1x 0.24x 19.8x 22.5x 1.42x Median 2.9 2.4 0.20 11.2 20.5 1.36 SMBPeers Everest SMB Bill Holdings $102.50 $11 ,571 $10,770 9.1x 7.4x 0.32x NM NM NA Paylocity 196.05 10,964 10,675 8.3 6.9 0.36 25.4 20.8 1.07 Paycor 24.65 4,425 4,959 8.3 7.1 0.42 27.5 22.9 1.35 Doximity 22.06 4,719 3,846 8.6 7.7 0.70 19.6 17.4 1.58 Evercom merce 9.87 1,923 2,371 3.4 3.1 0.26 16.3 14.2 1.21 Definitive 7.58 1,212 1,122 4.5 3.9 0.29 16.1 13.8 1.02 Phreesia 15.76 963 850 2.4 1.9 0.07 NM NM NA Weave Comm. 7.27 559 472 2.8 2.5 0.17 NM NM NA Mean 5.9x 5.1x 0.32x 21.0x 17.8x 1.25x Median2 6.4 5.4 0.30 19.6 17.4 1.21 Who/eCo Unaffected (10/4123l Everest WholeCo Cons. $18.71 $3,184 $2,852 7.5x 6.1 x 0.26x 40.6x 31.7x 1.34x Everest WholeCo Mgmt. 18.71 3,184 2,852 7.6 6.1 0.24 39.5 27.0 1.06 Mean 5.5x 4.7x 0.29x 20.5x 19.9x 1.32x Median 4.4 3.7 0.29 17.9 17.4 1.21 Weiqhed Averaqe 3 4.9 4.2 0.26 18.9 17.8 1.23 Memo: Current Everest WholeCo Cons. $20.65 $3,516 $3,183 8.4x 6.8x 0.29x 45.4x 35.4x 1.52x Everest WholeCo Mgmt. 20.65 3,516 3,183 8.5 6.8 0.27 44.1 30.1 1.19 Source: Company filings, FactSet (10119/23), Management estimates 1. Calculated as TEV I ‘24E Metric I ‘23E-‘24E Revenue Growth Note: Everest, Flywire, AvidXchange, and Payoneer financials calculated on a net revenue basis 2. WholeCo peers represent the peer median for all Enterprise and SMB peers Note: Everest based on Management projections except where indicated as Consensus; EBITDA represents 3. Weighted averages represent each segment’s peer median multiple weighted by Everest’s revenue segments burdened by allocated corporate overhead contribution for revenue and gross profit multiples, and by Everest’ s EBITDA contribution for EBITDA Note: EBITDA multiple means and medians only include meaningful values. Multiples shONn as NM are >45x or multiples negative EvERCORE 5 Project Everest

Confidential -Preliminary Draft Precedent Transactions- Valuation Metrics ($ in millions, except per share data items) Total TEVI Revenue EBITDA Date Enterprise TEV I Revenue Revenue I G TEV I EBITDA Growth Margin Announced Acquirer Target Value LTM NTM NTM LTM NTM NTM NTM Entemrise Transactions 1/9/23 Nuvei Paya $1 ,300 4.7x 4.1x 0.31x 18.2x 15.5x 13.4% 26.7% 12/12/22 Thoma Bravo Coup a 8,000 9.8 8.3 0.46 NM 36.4 18.2% 22.7% 9/28/22 EQT Billtrust 1 ,552 10.7 7.9 0.22 NM NM 35.4% (3.1%) 8/1/22 Global Payments EVO Payments 4,000 7.4 7.2 2.84 20.4 19.6 2.5% 36.8% 12/17/21 Thoma Bravo Bottomline 2,600 5.4 4.7 0.34 26.8 23.2 13.9% 20.4% 5/28/19 Global Payments TSYS 25,225 6.2 6.0 2.61 18.1 16.5 2.3% 36.7% 3/18/19 FIS Worldpay 43 ,000 11.0 9.9 0.93 22.7 19.5 10.7% 50.6% 1/16/19 Fiserv First Data 39 ,000 4.9 4.4 0.35 12.0 11.4 12.5% 38.4% 7/4/17 Vantiv Worldpay 12,000 9.4 9.1 NM 24.9 22.0 2.7% 41.6% 2/14/17 PayPal TIO 201 3.5 2.4 0.06 24.8 14.4 43.7% 17.0% 8/2/07 Fiserv CheckFree 4,400 4.4 3.7 0.21 12.4 12.1 17.9% 31.1% Mean $12,843 7.0x 6.2x 0.83x 20.0x 19.0x 15.7% 29.0% Median 4,400 6.2 6.0 0.34 20.4 18.0 13.4% 31.1% SMB Transactions 7131/23 Francisco I TPG New Relic $6 ,043 6.3x 5.6x 0.42x NM 29.6x 13.5% 18.9% 3114/23 Blackstone event 4,600 7.3 6.0 0.29x 40.6 31.3 20.8% 19.3% 3/6/23 Silver Lake Qualtrics 12,500 8.6 7.3 0.41x NM 47.4 17.6% 15.4% 1/9/23 /isla Equity Partners Duck Creek 2,600 8.4 7.5 0.62x NM NM 12.0% 9.0% 8/8/22 /isla Equity Partners Ava lara 8,400 11.4 8.6 0.26x NM NM 32.6% 4.0% 5/4/22 ICE Black Knight 16,000 10.6 9.7 1.13x 21.6 19.6 8.6% 49.7% 4/7/22 Brookfield CDK Global 8,300 4.7 4.5 0.72x 12.3 11.8 6.2% 37.9% 8119/21 Nordic Capital lnovalon Holdings 7,300 10.2 8.8 0.55x 29.3 24.6 16.0% 35.6% 2110/21 Tyler Technologies NIC 2,300 5.0 5.1 NM 21.1 20.1 (1.6%) 25.2% 12/21/20 Thoma Bravo Real Page 10,200 9.1 8.0 0.55x 32.5 28.1 14.4% 28.4% 2112/19 Thoma Bravo Ellie Mae 3,397 7.1 6.6 0.97x 27.6 23.2 6.8% 28.6% 2/4/19 Hellman & Friedman Ultimate Software 11 ,000 9.6 7.9 0.37x 40.3 32.5 21.6% 24.4% 12/24/18 /isla Equity Partners Mind body 1 ,900 8.3 6.4 0.22x NM NM 29.5% 4.4% Mean $7,422 8.1x 7.1 X 0.59x 26.4x 26.2x 13.4% 24.7% Median 7,300 8.4 7.3 0.55 27.6 24.6 13.5% 25.2% Total Enterprise and SMB Mean $9,826 7.7x 6.7x 0.67x 23.9x 22.9x 15.5% 25.8% Median 6,671 7.8 6.9 0.41 22.7 21.1 13.7% 26.0% Source: Company filings, FactSet EvERCORE 6 Project Everest

Confidential -Preliminary Draft North America Take Private Premiums Paid Analysis Analysis of last 3 years of take private transactions with TEV > $1.0bn- 97 Deals Premium to Unaffected Premium to 1 Calendar Month VWAP1 Number of Deals Number of Deals I 11 16 19 14 12 24 I 8 14 18 16 12 28 Median: 31.0% Median: 34.6% Mean: 33.5% Mean: 35.8% 29.2% 25.0% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% Premium to 3 Calendar Month VWAP1 Premium to 6 Calendar Month VWAP1 Number of Deals Number of Deals I 1 10 19 15 18 27 I 12 6 16 19 14 29 Median: 36.5% Median: 36.1% 30.2% Mean: 36.8% 28.1% Mean: 37.3% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% <10% 10%-20% 20%-30% 30%-40% 40%-50% >50% Source: Thomson Reuters, FactSet, Company Filings Note, does not include REITS, Real Estate, BDCs, and MLPs 1. VWAP relative to unaffected date EvERCORE 7 Project Everest

Confidential -Preliminary Draft These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or revievved with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources , represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials vvere compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. EvERCORE Project Everest

Exhibit (c)(ix)

Confidential – Preliminary Draft Project Everest Discussion Materials October 22, 2023

Confidential – Preliminary Draft These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Special Committee of the Board of Directors of Everest to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated. These materials are based on information provided by or on behalf of the Company and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such Management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Special Committee of the Board of Directors of the Company. These materials were compiled on a confidential basis for use by the Special Committee of the Board of Directors of the Company in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Project Everest

Confidential – Preliminary Draft Analysis at Various Prices ($ in millions, except per share data) Everest Unaffected Current Analysis at Various Prices (10/19/23) Current Price (10/19/23) $18.71 $20.65 $22.00 $22.50 $23.00 $23.50 $24.00 $24.50 $25.00 % Premium to Current 6.5% 9.0% 11.4% 13.8% 16.2% 18.6% 21.1% % Premium to Unaffected as of 10/4/23 ($18.71) 10.4% 17.6% 20.3% 22.9% 25.6% 28.3% 30.9% 33.6% % Premium to 30-Day VWAPą ($17.74) 5.4% 16.4% 24.0% 26.8% 29.6% 32.4% 35.3% 38.1% 40.9% % Premium to 60-Day VWAPą ($17.37) 7.7% 18.9% 26.7% 29.6% 32.4% 35.3% 38.2% 41.1% 44.0% % Premium to 90-Day VWAPą ($18.03) 3.8% 14.6% 22.0% 24.8% 27.6% 30.4% 33.1% 35.9% 38.7% % Premium to 52-Week Highą ($22.27) (16.0%) (7.3%) (1.2%) 1.0% 3.3% 5.5% 7.8% 10.0% 12.3% (x) FDSO 174.2 174.3 174.3 174.3 174.4 174.4 174.4 174.4 174.4 Equity Value $3,259 $3,599 $3,835 $3,923 $4,010 $4,098 $4,185 $4,273 $4,360 (+) Debt — — — — -(-) Cash (366) (366) (366) (366) (366) (366) (366) (366) (366) Enterprise Value $2,893 $3,233 $3,469 $3,557 $3,644 $3,732 $3,819 $3,907 $3,994 Multiples Analysis Enterprise Value to: Metric CY23E Revenue (Mgmt.) $374 7.7x 8.6x 9.3x 9.5x 9.7x 10.0x 10.2x 10.4x 10.7x CY24E Revenue (Mgmt.) 469 6.2 6.9 7.4 7.6 7.8 8.0 8.1 8.3 8.5 CY24E Growth-Adj. Revenue (Mgmt.)² 25.4% 0.24x 0.27x 0.29x 0.30x 0.31x 0.31x 0.32x 0.33x 0.34x CY23E Gross Profit (Mgmt.) $299 9.7x 10.8x 11.6x 11.9x 12.2x 12.5x 12.8x 13.1x 13.4x CY24E Gross Profit (Mgmt.) 375 7.7 8.6 9.3 9.5 9.7 10.0 10.2 10.4 10.7 CY24E Growth-Adj. Gross Profit (Mgmt.)Ë› 25.4% 0.30x 0.34x 0.36x 0.37x 0.38x 0.39x 0.40x 0.41x 0.42x CY23E Adj. EBITDA (Mgmt.) $72 40.1x 44.8x 48.0x 49.2x 50.5x 51.7x 52.9x 54.1x 55.3x CY24E Adj. EBITDA (Mgmt.) 106 27.4 30.6 32.8 33.6 34.5 35.3 36.1 37.0 37.8 CY24E Growth-Adj. EBITDA (Mgmt.)² 25.4% 1.08x 1.20x 1.29x 1.33x 1.36x 1.39x 1.42x 1.46x 1.49x CY23E Adj. EBITDA (Consensus) $70 41.3x 46.1x 49.5x 50.7x 52.0x 53.2x 54.5x 55.7x 57.0x CY24E Adj. EBITDA (Consensus) 90 32.2 35.9 38.6 39.5 40.5 41.5 42.5 43.4 44.4 CY24E Growth-Adj. EBITDA (Consensus)² 23.3% 1.38x 1.54x 1.65x 1.70x 1.74x 1.78x 1.82x 1.86x 1.90x 3 Project Everest Source: Company filings, FactSet (10/19/23), Management Projections Note: Analysis assumes ~174.3mm shares at current price (and TSM); Includes 168.1mm basic shares outstanding and 6.2mm dilutive securities as of 10/20/23 1. Relative to unaffected date of 10/4/23 2. Calculated as TEV / ’24E Metric / ’23E-’24E Revenue Growth

Confidential – Preliminary Draft Illustrative Financial Analysis Summary ($ in millions, except per share data) Valuation as of 9/30/23 Current TEV: Current FY24E Consensus $3,233 Multiples: 35.9x / 6.9x Impl. Prem. Unaffected 30D VWAP: Vista 10/21/23 1 Implied FY24E Implied FY24E To 10/4/23 $17.74 (10/4/23) Bid: $23.00 EBITDA Revenue Unaffected Key Metrics and Methodologies Implied Share Price Implied TEV Multiple2 Multiple2 30D VWAP DCF – PGR Method (5.0%—7.0% PGR) DCF: PGR    Disc. Rate: 12.5%—13.5% $13.71 $18.72 $2,023—$2,896 19.1x—27.4x 4.3x—6.2x (22.7%)—5.5%    Imp. Terminal EBITDA Multiple (NTM): 6.8x—10.6x DCF – Terminal Multiple Method (9.0x—13.0x NTM EBITDA) DCF: Terminal                Disc. Rate: 12.5%—13.5% $15.87 $21.24 $2,399—$3,335 22.7x—31.5x 5.1x—7.1x (10.6%)—19.7% Multiple    Imp. PGR: 7.0%—8.0% Trading EBITDA Multiples 3 Trading Multiples    FY24E EBITDA: $106 $17.27 $22.12 $2,643—$3,489 25.0x—33.0x 5.6x—7.4x (2.7%)—24.7%    Multiple Range: 25.0x—33.0x Precedent Transactions Precedent                NTM EBITDA: $94 $15.58 $23.67 $2,350—$3,759 22.2x—35.6x 5.0x—8.0x (12.2%)—33.4% Transactions    Precedent Multiple Range: 25.0x—40.0x Average of PV of FSP from FY23-FY26    NTM EBITDA Multiple starting at $23.23 $25.09 $3,682—$4,006 7.8x—8.5x 30.9%—41.4%    30.0x and stepped down to 22.0x— 26.0x by FY26    Disc. Rate: 14.0% $2.80—$3.19 | $15.63—$20.08 4 SOTP: Trading EBITDA Multiples    FY24E Enterprise EBITDA: $14 / FY24E SMB EBITDA: $97 SOTP Valuation $20.05 $24.90 $3,128—$3,973 29.6x—37.6x 6.7x—8.5x 13.0%—40.3%    Multiple Range: 30.0x—35.0x / 28.0x—36.0x Excludes Implied Tax Impact / Share to be $4.58—$5.62 | $15.64—$20.83 6 Netted Against SOTP SOTP: Precedent Transactions Value in Taxable                NTM Enterprise Rev.: $181 / NTM SMB EBITDA: $91 $21.84 $28.07 $3,440—$4,526 32.5x—23.1%—58.2% Separation:                Precedent Multiple Range: 4.0x—5.0x / 30.0x—40.0x 5 ($0.50)—($1.04) LBO (WholeCo Exit): 6.5x Leverage7 Reference    ’28E Exit EBITDA: 22.0x—26.0x $19.24 $26.18 $2,986—$4,197 28.2x—39.7x 6.4x—8.9x 8.4%—47.5%    Required IRR: 17.5%—22.5% Analyst Price Targets (As of Unaffected Date) $21.00 $24.50 $3,294—$3,904 31.2x—36.9x 7.0x—8.3x 18.3%—38.1%    25th—75th Percentile (Based on Available Analysts) 52-Week Trading Range (As of Unaffected Date) $15.44 $22.27 $2,325—$3,515 22.0x—33.2x 5.0x—7.5x (13.0%)—25.5% Premiums Paid to Unaffected 30D VWAP (Majority Transaction) $22.18 $24.84 $3,499—$3,963 33.1x—37.5x 7.5x—8.4x 25.0%—40.0%    Premiums Paid: 25.0%—40.0% Source: Management Projections, FactSet (10/19/23) Implied Share Price Range: Enterprise | SMB 1. Incorporates Vista’s internal view of 12/31/23 cash balance Enterprise SMB 2. Implied multiples based on Management Projections for 2024E EBITDA and Revenue, respectively (Totals also incl. $1.62 of unallocated cash / sh.) 3. Implies ~1.00-1.30x growth adjusted EBITDA based on peers and 25.4% growth rate 4 Project Everest 4. Implies a range of 1.35x – 1.55x 2024E growth adjusted EBITDA and 2.2x – 2.5x 2024E Revenue for Enterprise. Implies a range of 1.00x – 1.30x 2024E growth adjusted EBITDA and 9.8x – 12.6x 2024E Revenue for SMB 5. Calculated using midpoint Enterprise valuations implied by peer and precedent methodologies 6. For the Enterprise segment (NTM growth rate of ~20%), implies ~0.22x growth adjusted Revenue (EQT / BillTrust transaction’s growth adjusted revenue multiple). Implies a range of 10.1x – 13.4x NTM Revenue for SMB 7. LBO Incorporates $9mm-$12mm of annual public company cost savings over the forecast period (2023E-2028E)

Confidential – Preliminary Draft Selected Publicly Traded Companies – Valuation Metrics ($ in millions, expect per share data) Share Total TEV / 1 TEV / 1 Price Market Enterprise TEV / Revenue REV / G TEV / EBITDA EBITDA / G Company 10/19/23 Cap Value CY23E CY24E CY24E CY23E CY24E CY24E Enterprise Peers Everest Enterprise — — — — -ACI Worldwide $21.47 $2,349 $3,272 2.3x 2.1x 0.32x 8.4x 7.8x 1.18x Flywire 28.41 3,826 3,237 12.3 9.9 0.41 NM NM NA Payoneer 5.87 2,422 1,895 2.7 2.4 0.18 11.2 9.8 0.72x Paymentus 14.93 1,905 1,746 2.9 2.4 0.12 39.9 31.2 1.53x AvidXchange 9.04 1,929 1,636 4.4 3.7 0.20 NM 41.4 2.25x Mean 4.9x 4.1x 0.24x 19.8x 22.5x 1.42x Median 2.9 2.4 0.20 11.2 20.5 1.36 SMB Peers Everest SMB — — — — -Bill Holdings $102.50 $11,571 $10,770 9.1x 7.4x 0.32x NM NM NA Paylocity 196.05 10,964 10,675 8.3 6.9 0.36 25.4 20.8 1.07 Paycor 24.65 4,425 4,959 8.3 7.1 0.42 27.5 22.9 1.35 Doximity 22.06 4,719 3,846 8.6 7.7 0.70 19.6 17.4 1.58 Evercommerce 9.87 1,923 2,371 3.4 3.1 0.26 16.3 14.2 1.21 Definitive 7.58 1,212 1,122 4.5 3.9 0.29 16.1 13.8 1.02 Phreesia 15.76 963 850 2.4 1.9 0.07 NM NM NA Weave Comm. 7.27 559 472 2.8 2.5 0.17 NM NM NA Mean 5.9x 5.1x 0.32x 21.0x 17.8x 1.25x Median2 6.4 5.4 0.30 19.6 17.4 1.21 WholeCo Unaffected (10/4/23) Everest WholeCo Cons. $18.71 $3,259 $2,893 7.6x 6.2x 0.26x 41.3x 32.2x 1.38x Everest WholeCo Mgmt. 18.71 3,259 2,893 7.7 6.2 0.24 40.1 27.4 1.08 Mean 5.5x 4.7x 0.29x 20.5x 19.9x 1.32x Median 4.4 3.7 0.29 17.9 17.4 1.21 Weighed Average3 4.9 4.2 0.26 18.9 17.8 1.23 Memo: Current Everest WholeCo Cons. $20.65 $3,599 $3,233 8.5x 6.9x 0.30x 46.1x 35.9x 1.54x Everest WholeCo Mgmt. 20.65 3,599 3,233 8.6 6.9 0.27 44.8 30.6 1.20 Source: Company filings, FactSet (10/19/23), Management Projections 1. Calculated as TEV / ’24E Metric / ’23E-’24E Revenue Growth Note: Everest, Flywire, AvidXchange, and Payoneer financials calculated on a net revenue basis 2. WholeCo Peers represent the peer median for all Enterprise and SMB Peers Note: Everest based on Management Projections except where indicated as Consensus; EBITDA represents 3. Weighted averages represent each segment’s peer median multiple weighted by Everest’s revenue segments burdened by allocated corporate overhead contribution for revenue and gross profit multiples, and by Everest’s EBITDA contribution for EBITDA Note: EBITDA multiple means and medians only include meaningful values. Multiples shown as NM are >45x or multiples negative 5 Project Everest                

Exhibit (d)(iv)

LIMITED GUARANTEE

THIS LIMITED GUARANTEE, dated as of October 23, 2023 (this “Limited Guarantee”), is made by Vista Equity Partners Fund VIII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of EngageSmart, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, Icefall Parent, LLC, a Delaware limited liability company (“Parent”) and Icefall Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Buyer Parties”). Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Merger Agreement.

1. Limited Guarantee. To induce the Company to enter into the Merger Agreement, the Guarantor hereby expressly, absolutely, irrevocably and unconditionally guarantees to the Company the due and punctual payment by Parent to the Company of all of the liabilities and obligations of the Buyer Parties arising under the Merger Agreement, including the payment of any monetary damages as a result of any breach by a Buyer Party of any representation, warranty or covenant set forth in the Merger Agreement to the extent permitted thereunder and any reimbursement and indemnification obligations pursuant to Sections 6.6(e) and 6.6(f) of the Merger Agreement when required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement (collectively, the “Guaranteed Obligations”); provided, that, notwithstanding anything to the contrary set forth in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter (as defined below), the Support Agreements or any other agreement contemplated hereby or by any of such agreements (collectively, the “Transaction Agreements”), the Company and the Guarantor agree that in no event shall the aggregate liability of the Guarantor hereunder exceed the Parent Liability Limitation and that the Guarantor shall in no event be required to pay, in the aggregate, more than the Parent Liability Limitation under or in respect of this Limited Guarantee, or otherwise have any other liability under this Limited Guarantee relating to, arising out of or in connection with the Merger Agreement and the transactions contemplated thereby or any other circumstance, except as set forth herein and in the Equity Commitment Letter. If Parent fails to discharge any portion of the Guaranteed Obligations when due, the Guarantor shall, upon the valid written request of the Company, promptly and in any event within ten (10) Business Days of the issuance of such valid written request by the Company, pay such Guaranteed Obligations in full. The Guarantor acknowledges and agrees that (a) Parent is delivering a copy of the Equity Commitment Letter to the Company and that the Company is relying on the obligations and commitments of the Guarantor under the Equity Commitment Letter in connection with the Company’s decision to enter into and consummate the transactions contemplated by the Merger Agreement, (b) the provisions of this Limited Guarantee (i) are not intended to and do not adequately compensate for the harm that would result from a breach of the Merger Agreement or a breach of the Guarantor’s obligations to fund the Commitment (as defined in the Equity Commitment Letter) in accordance with the terms of the Equity Commitment Letter, (ii) shall not be construed to diminish or otherwise impair in any respect the Company’s right to specific enforcement to cause Parent or Merger Sub to cause, or to directly cause, the Guarantor to fund, directly or indirectly, the Commitment under the Equity Commitment Letter, and to cause Parent or Merger Sub to consummate the transactions contemplated by the Merger Agreement under Section 9.8(b) of the Merger Agreement and (iii) shall not limit the Company’s rights under the Confidentiality Agreement, and (c) the right of specific performance under the Equity Commitment Letter and Section 9.8(b) of the Merger Agreement are each an integral part of the transactions contemplated by the Merger Agreement and without those rights, the Company would not have entered into the Merger Agreement. For the avoidance of doubt, the remedies available to the Company under Section 9.8 of the Merger Agreement and the Equity Commitment Letter shall be in addition to any other remedy to which the Company is entitled, and the election to pursue any injunction or specific performance under Section 9.8(b) of the Merger Agreement and/or the Equity Commitment Letter shall not restrict, impair or otherwise limit the Company from, in the alternative, terminating the Merger Agreement

and collecting the Guaranteed Obligations (including under Sections 6.6(e) and 6.6(f) of the Merger Agreement and this Limited Guarantee); provided, that, without limiting the ability of the Company to seek both remedies, under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance under Section 9.8(b) of the Merger Agreement that results in the occurrence of the Closing, on the one hand, and the payment of the Guaranteed Obligations, on the other hand. All payments hereunder shall be made in cash by wire transfer of immediately available funds.

2. Terms of Limited Guarantee.

(a) This Limited Guarantee is one of payment, not collection, and a separate Legal Proceeding or Legal Proceedings may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee up to an amount equal to the Parent Liability Limitation, irrespective of whether any Legal Proceeding is brought against Parent or Merger Sub or any other Person, or whether Parent or Merger Sub or any other Person are joined in any such Legal Proceeding or Legal Proceedings.

(b) Except as otherwise provided herein and without amending or limiting the other provisions of this Limited Guarantee (including Section 7 hereof), the liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under any applicable law, be absolute and unconditional irrespective of, and the Guarantor hereby acknowledges and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by, and the Guarantor hereby waives any defense based upon or arising out of:

(i) the value, genuineness, regularity, illegality or enforceability of the Merger Agreement, the Equity Commitment Letter or any other agreement or instrument referred to herein or therein, including this Limited Guarantee (other than in the case of (A) fraud or willful misconduct by the Company, (B) defenses to the payment of the Guaranteed Obligations that are available to Parent or Merger Sub under the Merger Agreement, or (C) any attempt by the Company or any Person acting on its behalf to seek to impose liability upon the Guarantor in violation of the provisions set forth in Section 4 below);

(ii) any change in the corporate existence, structure or ownership of Parent or Merger Sub or the Guarantor, or any insolvency, bankruptcy, reorganization or other similar proceeding (or any consequences or effects thereof) affecting Parent or Merger Sub or the Guarantor or any of their respective assets or any other Person now or hereafter liable with respect to the Guaranteed Obligations;

(iii) any duly executed and delivered waiver, amendment or modification of the Transaction Agreements or any other agreement evidencing, securing or otherwise entered into in connection therewith, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any duly executed modification, amendment or waiver of or any consent to any departure from the terms of the Transaction Agreements or any other agreement evidencing, securing or otherwise entered into in connection therewith;

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(iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with any Guaranteed Obligation or otherwise;

(v) the adequacy of any other means the Company may have of obtaining repayment of any of the Guaranteed Obligations;

(vi) the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligations or otherwise interested in the transactions contemplated by the Merger Agreement;

(vii) the failure of the Company to assert any claim or demand to enforce any right or remedy (or delay in asserting or enforcing the same) against Parent or Merger Sub or the Guarantor or any other Person interested in the transactions contemplated by the Merger Agreement with respect to the Guaranteed Obligations, or to pursue any other remedy in the Company’s power whatsoever (and the Guarantor waives the right to have the proceeds of property of Parent or Merger Sub or any other Person liable on the Guaranteed Obligations first applied to the discharge of the Guaranteed Obligations);

(viii) any lack of authority of any officer, director or any other person acting or purporting to act on behalf of Parent or Merger Sub or Guarantor, or any defect in the formation of Parent or Merger Sub or Guarantor;

(ix) any change in the applicable law of any jurisdiction;

(x) failure to obtain any authorization or approval from or other action by or to notify or file with, any Governmental Authority required in connection with the performance of the obligations hereunder by the Guarantor;

(xi) any present or future action of any Governmental Authority amending, varying, reducing, or otherwise affecting or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or obligations of the Guarantor under this Limited Guarantee; or

(xii) any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than payment of the Guaranteed Obligations, subject to the Parent Liability Limitation); provided, that, notwithstanding any other provision of this Limited Guarantee to the contrary, the Company hereby agrees that the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Limited Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Company under the terms of, or with respect to, the Merger Agreement that would relieve Parent or Merger Sub, as applicable, of its obligations under 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).

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(c) The Guarantor hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Company upon this Limited Guarantee or acceptance of this Limited Guarantee. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guarantee, and all dealings between Parent, Merger Sub or the Guarantor, on the one hand, and the Company, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guarantee. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Transaction Agreements and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits. The Guarantor acknowledges and agrees that each of the waivers set forth herein is made with the Guarantor’s full knowledge of its significance and consequences and made after the opportunity to consult with counsel of its own choosing, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of such waivers are determined to be contrary to any applicable law or public policy by a final, non-appealable judgment of a court of competent jurisdiction, such waiver shall be effective only to the extent permitted by applicable law. Except as expressly provided herein (including in Section 2(a)), when pursuing its rights and remedies hereunder against the Guarantor, the Company shall be under no obligation to pursue such rights and remedies it may have against Parent or Merger Sub or any other Person for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Company to pursue such other rights or remedies or to collect any payments from Parent or Merger Sub or any such other Person or to realize upon or to exercise any such right of offset, and any release by the Company of Parent or Merger Sub or any such other Person or any right of offset, shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Company.

(d) The Company shall not be obligated to file any claim relating to any Guaranteed Obligation in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Company to so file any claim shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Company in respect of any Guaranteed Obligation hereunder is rescinded or must otherwise be returned for any reason whatsoever, this Limited Guarantee shall continue to be effective or be reinstated, as the case may be, and the Guarantor shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made so long as this Limited Guarantee has not been terminated. Notwithstanding any modification, discharge or extension of any part of the Guaranteed Obligations or any amendment, waiver, modification, stay or cure of the Company’s rights that may occur in any bankruptcy or reorganization Legal Proceeding concerning Parent or Merger Sub, whether permanent or temporary, and whether or not assented to by the Company, the Guarantor hereby agrees that it shall be obligated hereunder to pay and perform the Guaranteed Obligations and discharge its other obligations hereunder in accordance with the terms in effect on the date hereof. The Guarantor understands and acknowledges that by virtue of this Limited Guarantee, it has specifically assumed any and all risks of a bankruptcy or reorganization Legal Proceeding with respect to Parent or Merger Sub. Any circumstance that operates to toll any statute of limitations applicable to any of Parent, Merger Sub or the Company shall also operate to toll the statute of limitations applicable to the Guarantor.

(e) The Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of Parent and Merger Sub and of all other circumstances bearing upon the risk of nonpayment by Parent or Merger Sub of the Guaranteed Obligations that diligent inquiry would reveal, represents that it has adequate means of obtaining such financial information from Parent or Merger Sub on a continuing basis, and agrees that the Company shall have no duty to advise the Guarantor of information known to it regarding such condition or such circumstances.

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(f) The Company may, at any time and from time to time while this Limited Guarantee is in effect, without the consent of or notice to the Guarantor and without incurring responsibility to the Guarantor, and without impairing or releasing the obligations of the Guarantor with respect to the Guaranteed Obligations hereunder, upon or without any terms or conditions and in whole or in part, (i) extend the time of payment set forth in Section 1 of the Guaranteed Obligations and (ii) make any agreement with Parent or Merger Sub for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company and Parent and/or Merger Sub; provided, however, that nothing contained in this Limited Guarantee is intended to modify or supersede the provisions of the Merger Agreement as between the Company, Parent and Merger Sub.

3. Waiver of Acceptance, Presentment, etc. The Guarantor hereby expressly and irrevocably waives any and all rights or defenses arising by virtue of any applicable law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of any Guaranteed Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, any defenses that might be available under any stay, moratorium or similar applicable law and any notice of the incurrence of any Guaranteed Obligations and all other notices of any kind (other than notices to be provided in accordance with Section 12 hereof or Section 9.2 of the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of Parent, Merger Sub or any other Interested Person, and all suretyship defenses generally (other than breach by the Company of this Limited Guarantee).

4. Sole Remedy.

(a) The Company acknowledges and agrees that, as of the date hereof, neither Parent nor Merger Sub has any assets other than their respective rights under the Merger Agreement, the Equity Commitment Letter and the agreements contemplated thereby. Except as specifically contemplated by this Limited Guarantee, and the letter agreement, dated as of the date hereof, between the Guarantor and Parent, pursuant to which the Guarantor has agreed, subject to the terms and upon conditions set forth therein, to make certain equity contributions to Parent (the “Equity Commitment Letter”), except to the extent necessary to pay the filing fees and related expenses of Parent or Merger Sub prior to the Closing in connection with the the obligations of Parent and Merger Sub under the Merger Agreement or as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(e) and 6.6(f) of the Merger Agreement prior to the Closing, the Company acknowledges and agrees that no funds are expected to be contributed to Parent or Merger Sub unless the Closing occurs, and that, except for rights against Parent and Merger Sub in paragraph 4 of the Equity Commitment Letter and Section 9.8(b) of the Merger Agreement and subject to all of the terms, conditions and limitations herein and in the Merger Agreement, the Company shall not have any right to cause any assets to be contributed to Parent or Merger Sub by the Guarantor, any Guarantor Affiliate (as defined below) or any other Person, except as is required to comply with Parent’s or Merger Sub’s reimbursement and indemnification obligations pursuant to Sections 6.6(e) and 6.6(f) of the Merger Agreement prior to the Closing.

(b) The Guarantor shall not have any obligation or liability to any Person relating to, arising out of or in connection with this Limited Guarantee other than as expressly set forth herein. The Company further agrees that it has no remedy, recourse or right of recovery against, or right to contribution from, and no personal liability shall attach to, (i) any former, current or future, direct or indirect director, officer, employee, agent or Affiliate of the Guarantor, Parent or Merger Sub, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent

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or Merger Sub, (iii) any former, current or future, direct or indirect holder of any securities or any equity interests of any kind of the Guarantor, Parent, Merger Sub or any other Person (whether such holder is a limited or general partner, member, stockholder or otherwise), or (iv) any former, current or future assignee of the Guarantor, Parent or Merger Sub or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person, representative or assignee of any of the foregoing (those Persons described in the foregoing clauses (i), (ii), (iii) and (iv), together, with any other Non-Recourse Parent Party (as defined in the Equity Commitment Letter), but excluding in all cases Parent, Merger Sub, and the Guarantor, being referred to herein collectively as “Guarantor Affiliates”), through the Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable law, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against the Guarantor, any Guarantor Affiliates, Parent or Merger Sub or otherwise in respect of any liabilities or obligations relating to, arising out of or in connection with, this Limited Guarantee, except, in each case, for (w) its rights against the Guarantor under this Limited Guarantee, (x) its third party beneficiary rights under the Equity Commitment Letter, (y) its rights against Parent or Merger Sub under, and in accordance with, the terms and conditions of the Merger Agreement and (z) its rights against Vista Equity Partners Management, LLC under, and in accordance with, the terms and conditions of the Confidentiality Agreement; provided, that in the event the Guarantor (A) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of the Guarantor’s remaining net assets plus uncalled capital is less than an amount equal to the Parent Liability Limitation (less amounts paid under this Limited Guarantee prior to such event), then, and in each such case, the Company shall be entitled to recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability of the Guarantor hereunder up to the amount of the Guaranteed Obligations for which the Guarantor is liable, as determined in accordance with this Limited Guarantee. Except for Guarantee Claims, Merger Agreement Claims and Equity Commitment Claims (each as defined below), recourse against the Guarantor under this Limited Guarantee shall be the sole and exclusive remedy of the Company and all of its Affiliates and Subsidiaries against the Guarantor and any Guarantor Affiliate in respect of any liabilities or obligations arising under, or in connection with, the Transaction Agreements or the transactions contemplated thereby, and such recourse shall be subject to the limitations described herein and therein.

(c) The Company hereby covenants and agrees that it shall not institute, and shall cause its controlled Affiliates not to institute, any Legal Proceeding in connection with the Transaction Agreements or the transactions contemplated hereby or thereby, against the Guarantor or any Guarantor Affiliate except for (i) claims by the Company against the Guarantor and any Successor Entity under and in accordance with this Limited Guarantee (“Guarantee Claims”), (ii) claims, including, without limitation, claims for specific performance by the Company against Parent or Merger Sub under and in accordance with the Merger Agreement and/or Vista Equity Partners Management, LLC under and in accordance with the Confidentiality Agreement (“Merger Agreement Claims”) and (iii) claims, including, without limitation, claims for specific performance, (A) by the Company against the Guarantor or any Successor Entity under and in accordance with the Merger Agreement and the Equity Commitment Letter and (B) by the Company against the Guarantor, Parent or any respective Successor Entity, or any party to, the Support Agreement (in all cases under and in accordance with the Support Agreement) (“Equity Commitment Claims”).

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(d) For all purposes of this Limited Guarantee, a Person shall be deemed to have instituted a Legal Proceeding against another Person if such first Person brings a Legal Proceeding against such Person or adds such other Person to an existing Legal Proceeding, in each case other than Legal Proceedings as are expressly contemplated and permitted in the Merger Agreement and the other agreements contemplated hereby and thereby (including Guarantee Claims, Merger Agreement Claims and Equity Commitment Claims).

5. Subrogation and Other Claims. The Guarantor unconditionally and irrevocably agrees that it will not exercise against Parent or Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement (each such Person, an “Interested Person”) any rights that it may now have or hereafter acquire against Parent or Merger Sub or any other Interested Person that arise from the existence, payment, performance, or enforcement of the Guaranteed Obligations under or in respect to this Limited Guarantee, including, without limitation, rights of subrogation or contribution, whether arising in equity, by contract or operation of law (including, without limitation, any such right arising under bankruptcy or insolvency laws) or otherwise, including, without limitation, the right to take or receive from Parent, Merger Sub or such other Interested Person, 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 unless and until the Guaranteed Obligations have been indefeasibly paid in full in cash. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Limited Guarantee (including reinstatement of any Guaranteed Obligations), such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Guaranteed Obligations or other amounts payable under this Limited Guarantee thereafter arising.

6. Additional Covenants. Guarantor agrees to comply with the provisions of the first and last sentence of Section 6.2(a) and of Section 6.2(d) of the Merger Agreement, mutatis mutandis, to the same extent as if it were Parent under the Merger Agreement.

7. Termination. This Limited Guarantee shall terminate upon, and the Guarantor shall not have any further liability or obligation under this Limited Guarantee from and after, the earliest of: (a) immediately following the later of the Effective Time and the deposit of the Exchange Fund pursuant to Section 2.10(b) of the Merger Agreement, (b) the valid termination of the Merger Agreement by mutual written consent of the Company, Parent and Merger Sub pursuant to Section 8.1(a) thereof, (c) the termination of the Merger Agreement by the Company pursuant to Sections 8.1(b), 8.1(c), 8.1(d), 8.1(g), 8.1(h) thereof, provided, that, in each case, any such termination shall not relieve Guarantor of any Guaranteed Obligations related to a breach of the Merger Agreement by a Buyer Party prior to such termination, (d) the indefeasible payment by the Guarantor, Parent or Merger Sub of an amount of the Guaranteed Obligations equal to the Parent Liability Limitation, (e) the date that is ninety (90) days following the valid termination of the Merger Agreement in accordance with its terms (other than terminations for which clauses (b) or (c) of this Section 7 applies, unless prior to the expiration of such ninety (90) day period (i) the Company has delivered a written notice with respect to any of the Guaranteed Obligations asserting that the Guarantor, Parent or Merger Sub is liable, in whole or in part, for any portion of the Guaranteed Obligations, and (ii) the Company has commenced a Legal Proceeding against the Guarantor, Parent or Merger Sub alleging that Parent or Merger Sub is liable for any other payment obligations under the Merger Agreement (including Sections 6.6(e) and 6.6(f) thereof) or against the Guarantor that amounts are due and owing from the Guarantor pursuant to Section 1, in which case this Limited Guarantee shall survive solely with respect to amounts so alleged to be owing; provided that, with respect to the foregoing clause (e), if the Merger Agreement has been validly terminated, such notice has

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been provided and such Legal Proceeding has been commenced, the Guarantor shall have no further liability or obligation under this Limited Guarantee from and after the earliest of (I) a final, non-appealable order of a court of competent jurisdiction in accordance with Section 11 hereof determining that the Guarantor does not owe any amount under this Limited Guarantee and (II) a written agreement between the Guarantor and the Company that specifically references this Section 7(e) in which the Company acknowledges that the obligations and liabilities of the Guarantor pursuant to this Limited Guarantee are terminated, and (f) the Company or any of its controlled Affiliates acting on its behalf seeks to impose liability upon the Guarantor arising under or relating to this Limited Guarantee, the Merger Agreement and the transactions contemplated thereby in excess of the Parent Liability Limitation or otherwise challenges any limit on the liability of the Guarantor hereunder or under the Equity Commitment Letter, or commences any Legal Proceeding arising under, or in connection with, the Transaction Agreements, in each case, other than a Guarantee Claim, a Merger Agreement Claim or an Equity Commitment Claim (in the event of any of the actions described in this clause (f), the obligations and liabilities of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void).

8. Continuing Guarantee. Unless terminated pursuant to the provisions of Section 7, this Limited Guarantee is a continuing one and may not be revoked or terminated and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligations, shall be binding upon the Guarantor, its successors and permitted assigns, and any Successor Entity, and shall inure to the benefit of, and be enforceable by, the Company and its permitted successors, transferees and assigns. All obligations to which this Limited Guarantee applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon.

9. Amendment; Waivers, etc. No amendment, modification or discharge of this Limited Guarantee, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by each of the Guarantor and the Company. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Limited Guarantee or a failure to or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

10. No Third Party Beneficiaries. Except for the provisions of this Limited Guarantee which reference Guarantor Affiliates (each of which shall be for the benefit of and enforceable by each Guarantor Affiliate), the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto and any Guarantor Affiliate any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

11. Incorporation by Reference. The following provisions of the Merger Agreement are hereby incorporated by reference in this Limited Guarantee, mutatis mutandis: Section 9.7 (Severability), provided, that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to an amount equal to the Parent Liability Limitation provided in Section 1 hereof and to the provisions of Section 4 and Section 7; Section 9.5 (Entire Agreement); Section 9.3 (Assignment); Section 9.9 (Governing Law); Section 9.13 (Counterparts); Section 9.10 (Consent to Jurisdiction); and Section 9.11 (Waiver of Jury Trial).

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12. Notices. All notices, requests, claims, demands, waivers and other communications required or permitted to be given under this Limited Guarantee shall be in writing and shall be deemed to have been duly delivered and received using one or a combination of the following methods (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, (iii) immediately upon delivery by hand, or (iv) on the date sent by email (except that notice given by email will not be effective unless either (A) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 12 or (B) the receiving party delivers a written confirmation of receipt of such notice either by email or any other method described in this Section 12 (excluding “out of office” or other automated replies)). In each case, the intended recipient is set forth below:

if to the Company,

EngageSmart, Inc.

30 Braintree Hill Office Park, Suite 301

Braintree, MA 02184

Attn: Scott N. Semel

Email: legal@engagesmart.com

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

Skadden, Arps, Slate, Meagher & Flom LLP

500 Boylston Street

Boston, Massachusetts 02116

if to the Guarantor,

c/o Vista Equity Partners Management, LLC

Four Embarcadero Center, 20th Floor

San Francisco, CA 94111

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

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

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and

Kirkland & Ellis LLP

555 California Street, 27^th Floor

San Francisco, CA 94104

Any notice received at the addressee’s location, or by email at the addressee’s email address, 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 hereto of a change in its address or email address through a notice given in accordance with this Section 12, except that that notice of any change to the address, email address or any of the other details specified in or pursuant to this Section 12 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 Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 12.

13. Representations and Warranties. The Guarantor hereby represents and warrants with respect to itself to the Company that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization, (b) it has all necessary power and authority to execute, deliver and perform this Limited Guarantee, (c) the execution, delivery and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Guarantor are necessary therefor, (d) this Limited Guarantee has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Guarantor in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, (e) the Guarantor has and will continue to have at all times that this Limited Guarantee is in effect uncalled capital commitments equal to or in excess of the Parent Liability Limitation and any other outstanding similar obligations and its limited partners or other investors have the obligation to fund such capital, (f) the execution, delivery and performance by the Guarantor of this Limited Guarantee do not and will not (i) violate the organizational documents of the Guarantor, (ii) violate any applicable law or order, 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, cancelation or acceleration of any obligation, any contract to which the Guarantor is a party or to which its assets are subject, in any case, for which the violation, default or right would be reasonably likely to prevent or materially impede, interfere with, hinder or delay the consummation by the Guarantor of the transactions contemplated by this Limited Guarantee on a timely basis, (g) the payment in full of the Guaranteed Obligations will not result in a breach or violation of any applicable concentration limits or similar restrictions applicable to the Guarantor, (h) all approvals of, filings with and notifications to, any Governmental Authority or other Person necessary for the due execution, delivery and performance of this Limited Guarantee by it 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 other Person is required in connection with the execution, delivery or performance by it of this Limited Guarantee, (i) it is fully familiar with the Merger Agreement and the other documents or instruments delivered in connection therewith and (j) it has the financial capacity to pay and perform all of its obligations under this Limited Guarantee, and all funds necessary to fulfill the Guaranteed Obligations under this Limited Guarantee shall be available to the Guarantor for as long as this Limited Guarantee shall remain in effect.

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14. Covenants. So long as this Limited Guarantee is in effect, the Guarantor hereby covenants and agrees that: (a) it shall not institute, and shall cause each of its controlled Affiliates not to institute, directly or indirectly, any Legal Proceeding or bring any other claim asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, but subject to the terms of this Limited Guarantee; (b) it will comply in all material respects with all applicable laws and Orders of Governmental Authorities to which it may be subject if failure to so comply would impair its ability to perform its obligations under this Limited Guarantee; (c) it will not take any action or omit to take any action that would or would reasonably be expected to cause or result in any of its representations and warranties set forth in Section 13 hereof to become untrue; and (d) in the event that the Guarantor is required to make payments pursuant to the terms of this Limited Guarantee or the Equity Commitment Letter, it will call capital from the partners of the Guarantor in such amounts and at such times as are necessary to fulfill its obligation under the terms of this Limited Guarantee or the Equity Commitment Letter. Each party agrees that it will use its reasonable best efforts to cooperate with the other parties in seeking and agreeing to an expedited schedule in any litigation seeking an injunction or order of specific performance.

15. Survival. All representations, warranties, covenants and agreements of the Guarantor contained herein shall survive the execution and delivery of this letter and shall be deemed made continuously, and shall continue in full force and effect, until the termination of this Limited Guarantee in accordance with Section 7 hereof.

16. Relationship of the Parties; Several Liability. Each party 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 and (b) the obligations of the Guarantor under this Limited Guarantee are solely contractual in nature. In no event shall Parent, Merger Sub or the Guarantor be considered an “Affiliate”, “security holder” or “representative” of the Company for any purpose of this Limited Guarantee.

17. Confidentiality. This Limited Guarantee shall be treated as confidential and is being provided to the Company solely in connection with execution of the Merger Agreement. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document (except the Merger Agreement and other documents executed in connection therewith, including the Transaction Agreements), except with the prior written consent of the undersigned. Without limiting the foregoing, each party hereto may disclose this Limited Guarantee (i) to the extent reasonably required by the applicable rules of any national securities exchange or required (or requested by the SEC) in connection with any SEC filings related to the Merger (including any 8-K or proxy statement), (ii) by interrogatory, subpoena, civil investigative demand or similar process or (iii) in connection with enforcing this Limited Guarantee, Equity Commitment Letter or the Merger Agreement.

*    *    *    *    *

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Limited Guarantee as of the date first written above.

[Signature Page to Limited Guarantee]

[Signature Page to Limited Guarantee]

Exhibit (f)

8 Del.C. § 262

§ 262. Appraisal rights

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words; the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository; the words “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person; and the word “person” means any individual, corporation, partnership, unincorporated association or other entity.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation in a merger, consolidation, conversion, transfer, domestication or continuance to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title (other than, in each case and solely with respect to a converted or domesticated corporation, a merger, consolidation, conversion, transfer, domestication or continuance authorized pursuant to and in accordance with the provisions of§ 265 or § 388 of this title):

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders, or at the record date fixed to determine the stockholders entitled to consent pursuant to § 228 of this title, to act upon the agreement of merger or consolidation or the resolution providing for the conversion, transfer, domestication or continuance (or, in the case of a merger pursuant to § 251(h) of this title, as of immediately prior to the execution of the agreement of merger), were either: (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent, converting, transferring, domesticating or continuing corporation if the holders thereof are required by the terms of an agreement of merger or consolidation, or by the terms of a resolution providing for conversion, transfer, domestication or continuance, pursuant to § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263, § 264, § 266 or § 390 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or of the converted entity or the entity resulting from a transfer, domestication or continuance if such entity is a corporation as a result of the conversion, transfer, domestication or continuance, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a. and b. of this section; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs (b)(2)a., b. and c. of this section.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 or § 267 of this title is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

(4) Repealed by 82 Laws 2020, ch. 256, § 15.

(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation, the sale of all or substantially all of the assets of the corporation or a conversion effected pursuant to § 266 of this title or a transfer, domestication or continuance effected pursuant to § 390 of this title. If the certificate of incorporation contains such a provision, the provisions of this section, including those set forth in subsections (d), (e), and (g) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger, consolidation, conversion, transfer, domestication or continuance for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting (or such members who received notice in accordance with § 255(c) of this title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations or the converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and, § 114 of this title, if applicable) may be accessed without subscription or cost. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger, consolidation, conversion, transfer, domestication or continuance, a written demand for appraisal of such stockholder’s shares; provided that a demand may be delivered to the corporation by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger, consolidation, conversion, transfer, domestication or continuance shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity shall notify each stockholder of each constituent or converting, transferring, domesticating or continuing corporation who has complied with this subsection and has not voted in favor of or consented to the merger, consolidation, conversion, transfer, domestication or continuance, and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section, of the date that the merger, consolidation or conversion has become effective; or

(2) If the merger, consolidation, conversion, transfer, domestication or continuance was approved pursuant to § 228, § 251(h), § 253, or § 267 of this title, then either a constituent, converting, transferring, domesticating or continuing corporation before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, or the surviving, resulting or converted entity within 10 days after such effective date, shall notify each stockholder of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation who is entitled to appraisal rights of the approval of the merger, consolidation, conversion, transfer, domestication or continuance and that appraisal rights are available for any or all shares of such class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation, and shall include in such notice either a copy of this section (and, if 1 of the constituent corporations or the converting, transferring, domesticating or continuing corporation is a nonstock corporation, a copy of § 114 of this title) or information directing the stockholders to a publicly available electronic resource at which this section (and § 114 of this title, if applicable) may be accessed without subscription or cost. Such notice may, and, if given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, shall, also notify such stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to § 251(h) of this title, within the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days after the date of giving such notice, demand in writing from the surviving, resulting or converted entity the appraisal of such holder’s shares; provided that a demand may be delivered to such entity by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs such entity of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, either (i) each such constituent corporation or the converting, transferring, domesticating or continuing corporation shall send a second notice before the effective date of the merger, consolidation, conversion, transfer, domestication or continuance notifying each of the holders of any class or series of stock of such constituent, converting, transferring, domesticating or continuing corporation that are entitled to appraisal rights of the effective date of the merger, consolidation, conversion, transfer, domestication or continuance or (ii) the surviving, resulting or converted entity shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to § 251(h) of this title, later than the later of the consummation of the offer contemplated by § 251(h) of this title and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection and any beneficial owner who has demanded appraisal under paragraph (d)(3) of this section. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation or entity that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation or the converting, transferring, domesticating or continuing corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

(3) Notwithstanding subsection (a) of this section (but subject to this paragraph (d)(3)), a beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares in accordance with either paragraph (d)(1) or (2) of this section, as applicable; provided that (i) such beneficial owner continuously owns such shares through the effective date of the merger, consolidation, conversion, transfer, domestication or continuance and otherwise satisfies the requirements applicable to a stockholder under the first sentence of subsection (a) of this section and (ii) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by the surviving, resulting or converted entity hereunder and to be set forth on the verified list required by subsection (f) of this section.

(e) Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, the surviving, resulting or converted entity, or any person who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance. Within 120 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, any person who has complied with the requirements of subsections (a) and (d) of this section, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares not voted in favor of the merger, consolidation, conversion, transfer, domestication or continuance (or, in the case of a merger approved pursuant to § 251(h) of this title, the aggregate number of shares (other than any excluded stock (as defined in § 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2) of this title)), and, in either case, with respect to which demands for appraisal have been received and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to paragraph (d)(3) of this section, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of such aggregate number). Such statement shall be given to the person within 10 days after such person’s request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section, whichever is later.

(f) Upon the filing of any such petition by any person other than the surviving, resulting or converted entity, service of a copy thereof shall be made upon such entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by such entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted entity and to the persons shown on the list at the addresses therein stated. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.

(g) At the hearing on such petition, the Court shall determine the persons who have complied with this section and who have become entitled to appraisal rights. The Court may require the persons who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Court may dismiss the proceedings as to such person. If immediately before the merger, consolidation, conversion, transfer, domestication or continuance the shares of the class or series of stock of the constituent, converting, transferring, domesticating or continuing corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger, consolidation, conversion, transfer, domestication or continuance for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title.

(h) After the Court determines the persons entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation, conversion, transfer, domestication or continuance, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining

such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving, resulting or converted entity to the persons entitled thereto. Payment shall be so made to each such person upon such terms and conditions as the Court may order. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be an entity of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a person whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section who participated in the proceeding and incurred expenses in connection therewith, the Court may order all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of this section or subject to such an award pursuant to a reservation of jurisdiction under subsection (k) of this section.

(k) Subject to the remainder of this subsection, from and after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, no person who has demanded appraisal rights with respect to some or all of such person’s shares as provided in subsection (d) of this section shall be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger, consolidation, conversion, transfer, domestication or continuance). If a person who has made a demand for an appraisal in accordance with this section shall deliver to the surviving, resulting or converted entity a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares in accordance with subsection (e) of this section, either within 60 days after such effective date or thereafter with the written approval of the corporation, then the right of such person to an appraisal of the shares subject to the withdrawal shall cease. Notwithstanding the foregoing, an appraisal proceeding in the Court of Chancery shall not be dismissed as to any person without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just, including without limitation, a reservation of jurisdiction for any application to the Court made under subsection (j) of this section; provided, however that this provision shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the merger, consolidation, conversion, transfer, domestication or continuance within 60 days after the effective date of the merger, consolidation, conversion, transfer, domestication or continuance, as set forth in subsection (e) of this section. If a petition for an appraisal is not filed within the time provided in subsection (e) of this section, the right to appraisal with respect to all shares shall cease.

(l) The shares or other equity interests of the surviving, resulting or converted entity to which the shares of stock subject to appraisal under this section would have otherwise converted but for an appraisal demand made in accordance with this section shall have the status of authorized but not outstanding shares of stock or other equity interests of the surviving, resulting or converted entity, unless and until the person that has demanded appraisal is no longer entitled to appraisal pursuant to this section.

Exhibit 107

CALCULATION OF FILING FEE TABLES

Schedule 13E-3

(Form Type)

EngageSmart, Inc.

Icefall Merger Sub, Inc.

Icefall Parent, LLC

Vista Equity Partners Fund VIII, L.P.

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

Vista Equity Partners Fund VIII-B, SCSp

Vista Equity Partners Fund VIII GP, L.P.

VEPF VIII GP, LLC

Robert F. Smith

General Atlantic, L.P.

General Atlantic Partners 100, L.P.

General Atlantic Partners (Bermuda) EU, L.P.

GAP Coinvestments III, LLC

GAP Coinvestments IV, LLC

GAP Coinvestments V, LLC

GAP Coinvestments CDA, L.P.

General Atlantic (SPV) GP, LLC

General Atlantic GenPar (Bermuda), L.P.

General Atlantic GenPar, L.P.

GAP (Bermuda) L.P.

General Atlantic (IC), L.P.

General Atlantic (IC) SPV, L.P.

(Exact Name of Registrant and Name of Person Filing Statement)

Table 1: Transaction Valuation

Table 2: Fee Offset Claims and Sources