Benevolent Platform Precision Medicine

Risk Factors Risks Related to the Proposed Transactions 123 2. 3. 4. 5. 6. 456 2 CO 7. 8. 9. 10. #2 11. 12. Odyssey and the Company will be subject to business uncertainties and contractual restrictions while the proposed business combination is pending. Odyssey and the Company will incur significant transaction and transition costs in connection with the proposed business combination. Odyssey's sponsor and certain of its directors and officers have interests in the proposed business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the proposed business combination. Odyssey's sponsor holds a significant number of shares of Odyssey's securities, and their entire investment will be lost if the proposed business combination is not completed. Odyssey's sponsor and its directors or officers or their affiliates may elect to purchase shares from public shareholders, which may influence a vote on the proposed business combination and reduce Odyssey's public float. Odyssey does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Odyssey and the Company to complete the proposed business combination with which a substantial majority of Odyssey's shareholders do not agree. Warrants will become exercisable for Odyssey's ordinary shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to Odyssey's shareholders. The ability of Odyssey's ordinary shareholders to exercise redemption rights with respect to a large number of shares could deplete Odyssey's trust account prior to the proposed business combination and thereby diminish the amount of working capital of the combined entity. Goldman Sachs International and J.P. Morgan AG and its or their affiliates (the "Placement Agents") are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research) and there may be situations where the Placement Agents and/or its or their clients either now have or may in the future have interests, or take actions, that may conflict with Odyssey's or the Company's interests. For example, the Placement Agents have in the past and may, in the ordinary course of business, engage in trading in financial products or undertake other investments for their own account or on behalf of other clients, including, but not limited to, trading in or holding long, short or derivative positions in securities, loans or other financial products of Odyssey, or other entities connected with the Proposed Transactions. Goldman Sachs International is both acting as a Placement Agent in this proposed private placement of securities and as financial advisor to the Company in connection with the proposed business combination, and a potential conflicts of interest, or a perception thereof, may arise as a result of such relationships. Odyssey has not obtained a third-party valuation or fairness opinion in determining whether or not to proceed with the proposed business combination. As Odyssey may migrate its tax residence to the UK prior to closing the proposed business combination, Odyssey may be subject to both the Luxembourg and UK corporate and tax regimes over the coming accounting periods, which could create a conflict in approach to cross-border and domestic compliance. Odyssey may be adversely affected by amendments to the corporate laws, tax laws or accounting policies of either or both of these jurisdictions, which may also have retrospective effect and be implemented unexpectedly. Future tax audits and other investigations conducted by the competent tax authorities in Luxembourg or the UK in respect of Odyssey's residence could result in the assessment of additional taxes, including corporate income taxes and withholding taxes. Odyssey's entitlement to treaty benefits under the 1967 Luxembourg-UK Double Taxation Convention (as modified by the Multilateral Instrument) (the "Treaty") may be withdrawn or the Treaty may be amended. The materialization of any of these risks could have a material adverse effect on our business, net assets, financial condition, cash flows or results of operations. Al Benevolent

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