EVO Evotec SE

The CUSIP number is for the American Depositary Shares, each representing one-half of one ordinary share.

 Names of Reporting Persons

 Excalibur LuxCo SARL

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 Citizenship or Place of Organization

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With:

 Sole Voting Power

 Shared Voting Power

 17,730,913

 Sole Dispositive Power

 Shared Dispositive Power

 17,730,913

 Aggregate Amount Beneficially Owned by Each Reporting Person

 17,730,913

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 9.99%⁽¹⁾

 Type of Reporting Person (See Instructions)

 OO

Calculated based on 177,533,384 Ordinary Shares (as defined below) outstanding as of June 30, 2024, as disclosed in the Issuer’s (as defined below) Current Report on Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on August 14, 2024.

 Names of Reporting Persons

 Triton Fund 6 SCSp

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds (See Instructions)

 OO

 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 Citizenship or Place of Organization

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With:

 Sole Voting Power

 Shared Voting Power

 17,730,913

 Sole Dispositive Power

 Shared Dispositive Power

 17,730,913

 Aggregate Amount Beneficially Owned by Each Reporting Person

 17,730,913

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 9.99%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 177,533,384 Ordinary Shares outstanding as of June 30, 2024, as disclosed in the Issuer’s Current Report on Form 6-K furnished to the SEC on August 14, 2024.

 Names of Reporting Persons

 Triton Fund 6 US SCSp

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 Citizenship or Place of Organization

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With:

 Sole Voting Power

 Shared Voting Power

 17,730,913

 Sole Dispositive Power

 Shared Dispositive Power

 17,730,913

 Aggregate Amount Beneficially Owned by Each Reporting Person

 17,730,913

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 9.99%⁽¹⁾

 Type of Reporting Person (See Instructions)

 PN

Calculated based on 177,533,384 Ordinary Shares outstanding as of June 30, 2024, as disclosed in the Issuer’s Current Report on Form 6-K furnished to the SEC on August 14, 2024.

 Names of Reporting Persons

 Triton Fund 6 GP SARL

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 Citizenship or Place of Organization

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With:

 Sole Voting Power

 Shared Voting Power

 17,730,913

 Sole Dispositive Power

 Shared Dispositive Power

 17,730,913

 Aggregate Amount Beneficially Owned by Each Reporting Person

 17,730,913

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 9.99%⁽¹⁾

 Type of Reporting Person (See Instructions)

 OO

Calculated based on 177,533,384 Ordinary Shares outstanding as of June 30, 2024, as disclosed in the Issuer’s Current Report on Form 6-K furnished to the SEC on August 14, 2024.

 Names of Reporting Persons

 Triton GP HoldCo SARL

 Check The Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds (See Instructions)

 AF

 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 Citizenship or Place of Organization

 Luxembourg

Number of

Shares  Beneficially 

Owned By

Each

Reporting

Person

With:

 Sole Voting Power

 Shared Voting Power

 17,730,913

 Sole Dispositive Power

 Shared Dispositive Power

 17,730,913

 Aggregate Amount Beneficially Owned by Each Reporting Person

 17,730,913

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 9.99%⁽¹⁾

 Type of Reporting Person (See Instructions)

 OO

Calculated based on 177,533,384 Ordinary Shares outstanding as of June 30, 2024, as disclosed in the Issuer’s Current Report on Form 6-K furnished to the SEC on August 14, 2024.

Excalibur LuxCo SARL (f/k/a Triton V LuxCo 113 SARL) (“LuxCo”), by virtue of its direct ownership of Ordinary Shares;

Triton Fund 6 SCSp (“Fund 6 SCSp”), which is the sole shareholder of LuxCo;

Triton Fund 6 US SCSp (“Fund 6 US”), which holds the majority of the voting rights in Fund 6 SCSp;

Triton Fund 6 GP SARL (“Fund 6 GP”), which is the general partner of Fund 6 SCSp; and

Triton GP HoldCo SARL (“GP HoldCo”), which is the sole shareholder of Fund 6 GP.

UBS AG, London Branch

5 Broadgate

London EC2M 2QS

GENERAL TERMS

Counterparty may from time to time, by notice to UBS (such notice a “Purchase Instruction”), instruct UBS to purchase Shares during the Purchase Period. Such Purchase Instruction shall specify (i) the Scheduled Trading Days to which the Purchase Instruction is applicable, (ii) the proposed maximum price that UBS may pay for each Share purchased pursuant to the applicable Purchase Instruction (the “Purchase Instruction Maximum Price per Share”) (iii) the proposed target volume of Shares to be purchased pursuant to the applicable Purchase Instruction (expressed as a percentage of the daily lit volume, but excluding volumes traded on OTC or dark pool venues) (the “Purchase Instruction Target Volume”), and (iv) the proposed maximum number of Shares that may be purchased by UBS pursuant to the applicable Purchase Instruction (the “Purchase Instruction Maximum Number of Shares”).

UBS shall use commercially reasonable efforts to purchase (or procure the purchase of) Shares (whether on the Exchange or any other venues) on the specified Scheduled Trading Days on terms which comply with the terms of the relevant Purchase Instruction.

UBS shall not purchase Shares on any day in excess of (i) the Purchase Instruction Maximum Price per Share or (ii) the Purchase Instruction Maximum Number of Shares.

UBS shall use commercially reasonable efforts not to purchase Shares on any day in excess of the Purchase Instruction Target Volume.

UBS shall not be obliged (and does not intend) to purchase Shares on any day in an amount in excess of 25% of lit volume traded in the Shares on regulated trading venues (but excluding volumes traded on OTC or dark pool venues).

Nothing in this Confirmation will require UBS to purchase Shares if it would cause the Total Number of Shares Purchased to exceed the Maximum Number of Shares or the Total Purchase Cost to exceed the Maximum Total Purchase Cost.

Any Shares so purchased by or on behalf of UBS in connection with such an instruction shall be included in the Total Number of Shares Purchased. Unless the Counterparty demonstrates that UBS shall have failed to use reasonable efforts as aforesaid, a failure by UBS to purchase (or procure the purchase of Shares) in accordance with instructions shall not constitute an Event of Default or Potential Event of Default.

Where UBS has not received any instruction from Counterparty to purchase Shares in respect of a Scheduled Trading Day during the Purchase Period, UBS shall not purchase (or procure the purchase of) any Shares pursuant to this Confirmation on such Scheduled Trading Day.

The Purchase Instruction appended as Annex 3 hereto shall constitute the first Purchase Instruction.

In respect of any day:

(a)   the Initial Exchange Amount paid by Counterparty and received by UBS on or prior to such day (if any) (or in respect only of the period commencing on and including the Trade Date and ending on and including the Initial Exchange Date the amount instructed to be transferred by the Counterparty to UBS in payment of the Initial Exchange Amount as evidenced by a SWIFT confirmation delivered by the Counterparty to UBS on the Trade Date); plus

(b)   each Additional Exchange Amount paid by Counterparty and received by UBS on or prior to such day (if any); minus

(c)   the Initial Fee; minus

(d)   the Maximum Final Fee Amount.

INITIAL EXCHANGE

INITIAL FEE AND FINAL FEE

An amount in EUR equal to the lesser of:

(i) 0.25% of the Final Fee Notional Amount; and

(ii)  125% of the Initial Fee (the “Maximum Final Fee Amount”).

ADDITIONAL EXCHANGE AMOUNTS

INTERIM EXCHANGE AMOUNT

An amount equal to:

(a)   the Initial Exchange Amount; plus

(b)   each Additional Exchange Amount paid by Counterparty on or prior to the Actual Completion Date (if any); minus

(c)   the Initial Fee; minus

(d)   the Equity Notional Amount to be deducted by UBS from the Total Exchange Amount on the Settlement Date pursuant to “Payment of Equity Notional Amount” below; minus

(e)   the Maximum Final Fee Amount.

FINAL EXCHANGE AMOUNT

EQUITY AMOUNTS

DISTRIBUTION AMOUNTS

An amount, in respect of each Dividend Eligible Share, equal to the lesser of:

(a) the net cash dividend amount (net of any withholding or deduction of taxes at source by or on behalf of any applicable authority having power to tax in respect of such dividend) which would be received by Counterparty in respect of each Dividend Eligible Share if it had been at all relevant times the holder of such Dividend Eligible Share, net of other taxes, fees and charges, as determined by UBS in its sole discretion; and

(b) an amount, in respect of each Dividend Eligible Share, equal the net cash dividend amount (net of any withholding or deduction of taxes at source by or on behalf of any applicable authority having power to tax in respect of such dividend) which would be received by a Hypothetical Holder in respect of each Dividend Eligible Share, net of taxes, fees and charges, as determined by UBS in its sole discretion;

but excluding in each case any Extraordinary Dividend that are not in the form of cash.

SETTLEMENT TERMS

ADJUSTMENTS

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Determining Party:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Determining Party:

Section 12.2(e) of the Equity Definitions shall be amended by (i) replacing the reference to “Merger Date” in the 1st line thereof with the words “Announcement Date” and (ii) replacing the references to “such Merger Event” in the 4^th and 7^th lines thereof with the words “the potential Merger Event that has been announced”. Section 12.2(b) of the Equity Definitions shall be amended by inserting the words “or such other date as the Calculation Agent shall determine is appropriate” after the words “the Merger Date” in the 5th line thereof.

Section 12.3(d) of the Equity Definitions shall be amended by (i) replacing the reference to “Tender Offer Date” in the 1st and 2^nd line thereof with the words “Announcement Date” and (ii) replacing the references to “such Tender Offer” in the 5^th, 7^th and 8^th lines thereof with the words “the potential Tender Offer that has been announced”. Section 12.3(a) of the Equity Definitions shall be amended by inserting the words “or such other date as the Calculation Agent shall determine is appropriate” after the words “the Tender Offer Date” in the 5th line thereof.

Applicable. Section 12.9(a)(ii) of the Equity Definitions is replaced in its entirety by the words:

“Change in Law” means that, on or after the Trade Date of any Transaction (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), a party to such Transaction determines in good faith that (x) it has become illegal for a party to that Transaction to hold, acquire or dispose of Hedge Positions relating to such Transaction, or (y) it would incur a materially increased cost in performing its obligations under such Transaction (including without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position) provided that a “Change in Law” shall not have occurred if the Calculation Agent determines that such party could have taken reasonable steps to avoid such illegality.”

ADDITIONAL REPRESENTATIONS BY COUNTERPARTY

neither Counterparty nor any of its Affiliates nor, to their knowledge, anyone acting on Counterparty’s or any Affiliate’s behalf, has engaged in any behaviour which is designed to cause or has caused manipulation of the price of any security of the Issuer;

it will record in its books and account for the value of this Transaction in accordance with the policies and rules applicable to it;

it has complied and will comply with all laws, regulations and administrative provisions applicable to it in connection with the Transaction, including making all relevant disclosures to, or obtaining any required approvals from all regulatory authorities in respect of its holding in the Shares (if any) and in respect of the Transaction as required by, and within the time limits required by, such regulatory authorities or pursuant to all applicable laws and regulations in this regard (including, without limitation, in the United Kingdom, Luxembourg and Germany);

neither this Transaction nor any delivery of Shares or payment of cash or giving of a notice or instruction contemplated hereby will constitute a violation by Counterparty or any Affiliate of any applicable law or regulations of any applicable jurisdiction prohibiting “insider dealing” in, or market abuse in respect of, securities;

it is not, as of the Trade Date, the Effective Date and the time of delivery of any Purchase Instruction from the Counterparty to UBS, in possession of any inside information (other than information relating to this Transaction and other transactions entered into or contemplated to be entered into by the Counterparty or its Affiliates) on the Shares or the Issuer within the meaning of EU Regulation 596/2014 or implementing measures thereunder which has not been publicly disclosed which might have influenced its decision to enter into the Transaction or any particular element thereof;

it has full power, authority and capacity to enter into the Transaction and the execution and delivery of this Confirmation and the consummation by it of the Transaction contemplated hereby have been duly authorised by all necessary corporate action. All consents, orders, approvals, and other authorisations, whether governmental, corporate or other, necessary for the Transaction have been obtained or made and are in full force and effect;

the purpose and effect of the Transaction and the manner in which it intends to account for the Transaction are permissible and appropriate as a matter of local law, custom and practice in jurisdictions applicable to it in this regard;

it has entered into this Transaction as principal for its own account in the normal and ordinary course of its business;

this Transaction, including the accounting and tax treatment to be accorded to the Transaction, is consistent with all regulatory requirements arising from or applicable to this Transaction and it has taken all steps necessary to ensure that this Transaction complies with such requirements, and it will ensure that such accounting and tax treatment is appropriately reflected, if required, with the proper regulatory authorities in the applicable jurisdiction;

none of it, any of its subsidiaries or, to its knowledge, any of its (or any of its subsidiaries’) directors, officers, employees, agents, affiliates or representatives, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (i) subject to any sanctions administered or enforced by the US Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, the Swiss State Secretariat for Economic Affairs (“SECO”) or other relevant sanctions authority (collectively “Sanctions”), nor (ii) located, organised or resident in a country or territory that is the subject of Sanctions;

it will not, directly or knowingly indirectly, use any payments or securities received under this Confirmation (or the Agreement), lend, contribute or otherwise make available any proceeds or assets to any subsidiary, joint venture partner or other Person: (i) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Person; and

(1) it is a non-financial counterparty (as such term is defined in Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories dated 4 July 2012 (“EMIR”); and (2) it is not subject to a clearing obligation pursuant to EMIR in respect of a Transaction of a type that has been declared to be subject to the clearing obligation in accordance with Article 5 of EMIR and is subject to the clearing obligation in accordance with Article 4 of EMIR (whether or not in fact this is the case), and that any transitional provisions in EMIR are ignored.

MISCELLANEOUS

Conditions precedent. The obligations of UBS in respect of the Transaction are subject to the delivery of each document specified to be delivered by the Counterparty in Annex 2 (Conditions Precedent) hereto (regardless of the time of delivery specified in Annex 2 (Conditions Precedent) hereto).

Additional Representations. For the purposes of Section 3 of the Agreement, the following will constitute an Additional Representation:

Non-Reliance: it is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own investigations and judgment (including as to the legal, regulatory, accounting, tax, business, credit, operations financial implications arising from this Transaction) and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction will not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of this Transaction;

Assessment and Understanding: it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction; and

Status of Parties: the other party is not acting as a fiduciary for or an adviser to it in respect of this Transaction.

Cross Default: The “Cross Default” provisions of Section 5(a)(vi) of the Agreement will not apply to UBS and will apply to Counterparty PROVIDED THAT the words, “, or becoming capable at such time of being declared,” shall be deleted from clause (i) thereof, and for such purpose “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement and “Threshold Amount” shall mean, with respect to Counterparty, EUR 1,000,000.

Events of Default: Section 5(a) of the Agreement is amended as follows:

by deleting the number “30” appearing on line five of subsection (ii)(1) thereof and substituting the number “10” therefor;

by inserting the following at the end of subsection (vii)(3) thereof:

Payer tax representation: For the purposes of Section 3(e) of the Agreement, UBS and Counterparty each hereby make the following representation:

Payee tax representation: For the purposes of Section 3(f) of the Agreement, UBS and Counterparty do not make any representations.

Agreement to deliver documents: For the purpose of Sections 4(a)(ii) of the Agreement, each party agrees to deliver the documents as set out in Annex 2 (Conditions Precedent), as applicable.

Settlement. This Transaction has been entered into by a member of the UBS group (“UBS Party”). For the avoidance of doubt, any payment or delivery obligations of the UBS Party in respect of this Transaction (“Obligations”) may be effected by either UBS Europe SE, UBS Switzerland AG, UBS Securities LLC or UBS AG (or any branches or successor entity thereof) (the “Settlement Agent”). UBS Party has authorised the Settlement Agent to act on its behalf in the same manner and with the same force and effect as UBS Party might or could do in connection with any such payment or delivery obligation.

Recording of conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties and their Affiliates in connection with the Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings for the purpose of establishing any matters pertinent to this Agreement or any such Transaction.

Address for Notices: For the purpose of Section 12(a) of the Agreement:

Address for notices or communications to UBS:

Address for notices or communications to Counterparty:

Account details and offices

Account number /IBAN:

*****

Custody account:

SWIFT:

Financial Institution:

Process Agent. For the purposes of Section 13(c) of the Agreement the Counterparty appoints as its process agent The Law Debenture Trust Corporation p.l.c. with its address at:

Contracts (Rights of Third Parties) Act 1999. No person shall have any right to enforce any provision of the Agreement under The Contracts (Rights of Third Parties) Act 1999.

Taxes. Counterparty shall be responsible (and shall indemnify UBS for) all stamp, registration, documentary or similar taxes or duties (and including any interest, penalties and additions thereto) incurred in respect of this Transaction or the performance of either party’s obligations hereunder (including without limitation in respect of the delivery of Shares).

FATCA Protocol. “Tax” as used in paragraph 12.5 (Payer tax representation) and “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. If the parties each independently decide to adhere to any ISDA Protocol on FATCA Withholding Tax, upon effective adherence by both parties, the provisions of such Protocol shall supersede the foregoing provision.

Section 871(m) Protocol. Notwithstanding Section 1(b) of the Agreement and any provision that is inconsistent or to the contrary in this Confirmation, to the extent that either party to the Agreement is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015 and available at www.isda.org (the “871(m) Protocol”), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement as if set forth in full therein, and, for the avoidance of doubt, the parties agree that the term “Dividend Equivalent Tax” shall include any tax imposed on deemed payments treated as dividends from sources within the United States under Section 871(m) or the United States Treasury Regulations thereunder. The parties further agree that, solely for purposes of applying such provisions and amendments to this Agreement, references to “each Covered Master Agreement” in the 871(m) Protocol will be deemed to be references to the Agreement, and references to the “Implementation Date” in the 871(m) Protocol will be deemed to be references to the date of the Agreement.

Legal fees. The Counterparty agrees to reimburse UBS, upon request by UBS, for all legal fees reasonably incurred by UBS in connection with the drafting, negotiation and entry into this Confirmation and other documents referred to herein.

ISDA Resolution Stay Protocol: The terms of the Swiss Jurisdictional Module and the ISDA Resolution Stay Jurisdictional Modular Protocol (each published by the International Swaps and Derivatives Association, Inc. and together, the “Swiss Stay Provisions”) are incorporated into and form part of the Agreement. For the purposes thereof, the Agreement shall be deemed a Covered Agreement and the terms of the Swiss Stay Provisions shall apply to the Agreement as if UBS is a Regulated Entity and the Counterparty is a Module Adhering Party with the Implementation Date deemed to be the date of this Confirmation. In the event of any inconsistencies between the Agreement and the Swiss Stay Provisions, the Swiss Stay Provisions will prevail.

Regulatory Event. The parties agree that the occurrence of a Regulatory Event shall be an Additional Termination Event, in respect of which Counterparty shall be the sole Affected Party and all Transactions governed by the Agreement shall be Affected Transactions.

Portfolio Reconciliation. The ISDA 2020 UK EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol where it applies (and where it applies to the Counterparty the ISDA 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol) will apply with the implementation date in each case being the date of this Confirmation, where each party’s status and elections for the purpose of the relevant protocol will be as below:

Managing Director

UBS AG, London Branch

Executive Director

Strategic Equity Solutions