Odyssey Announces Agreement to Combine with BenevolentAI

London and Amsterdam (ots/PRNewswire) -

- BenevolentAI is a leading, clinical-stage AI drug discovery company that
combines advanced AI and machine learning with cutting edge science to
discover and develop novel and more effective medicines
- Combination of BenevolentAI with Odyssey, a EUR300m Euronext Amsterdam-listed
special purpose acquisition company focused on European healthcare and
technology, represents the largest European SPAC merger to date and one of the
largest Euronext Amsterdam biotech listings ever
- Combination values BenevolentAI at a pre-money valuation of EUR1.1 billion and
a post-money valuation of EUR1.5 billion prior to any redemptions; expected
completion in Q1 2022
- EUR135m of fully committed private placement in Odyssey Class A ordinary
shares (the "PIPE") from existing BenevolentAI shareholder Temasek,
BenevolentAI strategic partner AstraZeneca, healthcare experts Ally Bridge
Group and Invus as well as a number of leading institutional investors
- AstraZeneca to expand its existing collaboration with BenevolentAI, further
validating the scientific leadership of BenevolentAI's platform
- Net transaction proceeds of up to EUR390m[1] including EUR135m of
fully-committed PIPE and EUR300m of gross cash held in escrow by Odyssey
- Transaction to enable BenevolentAI to continue investing in its innovative
technology platform, accelerate the scale-up of its clinical pipeline and
consolidate its leadership position in AI-enabled drug discovery and deliver
multiple value inflection points in the near-future
- Odyssey believes that BenevolentAI, thanks to its ground-breaking AI-based
platform, is uniquely positioned to benefit from the increasing focus of
established pharma companies on AI-augmented drug discovery
- Olivier Brandicourt, former CEO of Sanofi, and Jean Raby, former CEO of
Natixis Investment Managers, to join the BenevolentAI Board upon completion of
the Combination
- Post-combination, BenevolentAI will continue to be a UK headquartered company
growing its team and operations in the United Kingdom and the United States

Odyssey Acquisition S.A. ("Odyssey"), a Euronext Amsterdam-listed
special-purpose acquisition company, and BenevolentAI, a leading clinical-stage
AI drug discovery company, today announced that they have entered into a
definitive agreement for a business combination (the "Combination"). The terms
of the Combination value BenevolentAI at a pre-money valuation of EUR1.1 billion
and a post-money valuation of up to EUR1.5 billion. Net transaction proceeds are
expected to be up to EUR390m[1] including EUR135m of fully-committed PIPE and
EUR300m of gross cash held in escrow by Odyssey. The funds will be used to
accelerate BenevolentAI's development, scale-up its clinical pipeline, continue
investment in its technology platform, consolidate its leadership position in
AI-enabled drug discovery and deliver multiple value inflection points in the
near future.

MANAGEMENT COMMENTARY

Joanna Shields, Chief Executive Officer, BenevolentAI, said: "We have built
BenevolentAI into a category defining business by pioneering a revolutionary
approach to drug discovery and development. Our AI platform empowers scientists
to leverage biomedical and experimental data at scale to understand the
underlying causes of disease and develop more effective medicines, faster. Every
drug in our pipeline of 20+ programmes has been generated by the Benevolent
Platform(TM) which has a proven track record of scientifically validated
discoveries, both in-house and in partnership with leading pharmaceutical
companies. The combination with Odyssey will allow us to scale our vision and
ambition of uniting purposeful technology and cutting-edge science to discover
life-changing medicines."

Dr François Nader, Chairman of BenevolentAI, said: "BenevolentAI stands out at
the forefront of the emerging sector of AI-driven drug discovery, with its
innovative R&D platform and focus on mechanism-based drug discovery. Through its
impressive track record, BenevolentAI has demonstrated the value of its platform
in facilitating new discoveries for challenging diseases that have defied
conventional research efforts. BenevolentAI is a company with significant growth
potential, and the combination with Odyssey will further accelerate the
company's ambitious plans to scale its platform and broaden its pipeline.
Investments from existing shareholder Temasek, our strategic partner AstraZeneca
and new shareholders Ally Bridge and Invus are a clear vote of confidence in
BenevolentAI and its growth prospects."

Michael Zaoui, Chairman of Odyssey, said: "We established Odyssey with the
objective of supporting and bringing to the European capital markets promising
European growth companies in the healthcare and/or technology sectors.
BenevolentAI is positioned at the convergence of these two sectors, is a proven
leader in the emerging area of AI-driven drug discovery, and is led by a very
experienced management team. We are convinced BenevolentAI offers superior
growth prospects in a sector which itself is at an inflection point. We see our
combination with BenevolentAI as a compelling investment opportunity and are
convinced that this transaction will create value for all our shareholders."

Dr Olivier Brandicourt, healthcare expert to Odyssey, said: "BenevolentAI,
leveraging its Knowledge Graph technology, is very well positioned to unlock a
new phase of growth in the pharmaceutical R&D industry. BenevolentAI has already
produced substantial evidence of the potency and efficiency of its platform,
notably through the quality of its existing pipeline of candidates and its
strong and expanding collaboration with AstraZeneca. We are confident in the
ability of BenevolentAI to sustainably generate a pipeline of first- and
best-in-class programmes and to become a key player in the global drug discovery
sector."

TRANSACTION HIGHLIGHTS

The combination of Odyssey, a EUR300m Euronext Amsterdam-listed special-purpose
acquisition company focused on European healthcare and TMT growth companies, and
BenevolentAI, a leading clinical-stage AI drug discovery company, represents the
largest European SPAC merger announced to date and one of the largest Euronext
Amsterdam biotech listings ever.

Founded in 2013, BenevolentAI has built a proprietary AI-based drug discovery
platform that, combined with the scientific expertise of approximately 300
world-class scientists and technologists and full wet-lab capabilities, enables
the delivery of novel drug candidates with a higher probability of clinical
success than those developed using traditional methods. BenevolentAI has a
consistently proven track-record of scientifically validated discoveries.

AI-driven drug discovery is at an inflection point and represents a significant
growth opportunity.

AI-led drug discovery is becoming a powerful tool to accelerate biomedical
innovations and discoveries, with the potential to achieve materially higher
clinical success rates and drive efficiencies across the drug discovery process
through the use of data-driven insights and analysis.

The sector is now at an inflection point and is increasingly becoming a
strategic focus area for pharma companies, attracting significant capital and
investment.

BenevolentAI is a leader in AI-enabled drug discovery with a highly promising
pipeline.

BenevolentAI is a recognised industry leader in AI-enabled drug discovery; its
existing pipeline alone could potentially address a patient base of over 260
million people with a current market opportunity above $30 billion.

Through the combined capabilities of its leading Knowledge Graph, AI-enabled
BenevolentAI Platform(TM) and wet-lab facilities, BenevolentAI is
well-positioned to not only identify new drug targets for complex and
intractable diseases, with higher success rates than traditional drug discovery
methods, but also to develop these targets at pace while generating experimental
data at scale to fuel continuous innovation.

BenevolentAI has a proven scientific and commercial track-record.

All of BenevolentAI's 20+ in-house drug programmes are platform-generated,
discovered and developed using the company's AI and machine learning tools. This
includes a novel target for treating ulcerative colitis and an atopic dermatitis
programme in the clinic. BenevolentAI's multi-target commercial collaboration
with AstraZeneca delivered the first novel AI-generated target for chronic
kidney disease into AstraZeneca's portfolio, and this collaboration is now being
expanded. BenevolentAI also successfully identified Eli Lilly's baricitinib as a
treatment for COVID-19, which is now FDA emergency-use approved.

BenevolentAI has a highly versatile and diversified business model.

BenevolentAI is highly versatile and diversified, combining work across multiple
therapeutic areas with the ability to develop pre-clinical and early-stage
clinical assets in-house, to out-license or to collaborate with partners on new
drug discovery and development.

BenevolentAI has an experienced management team supported by industry-leading
Board members and scientific advisors.

BenevolentAI is led by an experienced management team with an outstanding track
record in healthcare and technology, supported by industry-leading Board members
and scientific advisors.

Highly attractive value proposition with significant and tangible upside.

Odyssey believesthe investment opportunity represents an attractive value
proposition with significant upside, as evidenced by the extensive pipeline of
drug candidates and the potential of the BenevolentAI Platform(TM).

TRANSACTION OVERVIEW

Odyssey has agreed to combine with BenevolentAI at a pre-money valuation of
EUR1.1 billion and a post-money valuation of up to EUR1.5 billion, prior to any
redemptions. The combination will be effected by way of a share exchange.
BenevolentAI shareholders will receive Class A ordinary shares (the "Ordinary
Shares") of Odyssey in exchange for their shares of BenevolentAI. Their
BenevolentAI options and RSUs will convert into options and RSUs of Odyssey. As
a result of the share exchange, BenevolentAI will become a wholly-owned
subsidiary of Odyssey, which, following the closing of the transaction, will
change its name to BenevolentAI. BenevolentAI is expected to benefit from a
strong cash position, including EUR135m fully-committed PIPE, EUR300m of gross
cash held in escrow by Odyssey (prior to any redemptions) and an estimated
EUR56m of cash on BenevolentAI's balance sheet as at 30 November 2021. Assuming
that no Odyssey shareholders elect to redeem their Ordinary Shares in connection
with the transaction, current BenevolentAI shareholders are expected to own
67.4% of the combined company (including vesting RSUs and options), Odyssey
shareholders (including the Sponsor) 23.5%, and PIPE investors 9.1% of the
post-transaction pro-forma equity, respectively. None of the current
shareholders of BenevolentAI will sell stock as part of the transaction, and
BenevolentAI's core shareholders and current members of the board of directors
of BenevolentAI, representing collectively approximately 86% of the current
capital of BenevolentAI, will be subject to a lock-up of 180 days, subject to
limited market standard exceptions.

The Board of Directors of Odyssey and the Board of Directors of BenevolentAI
have each unanimously approved the proposed transaction. The closing of the
transaction is subject to the satisfaction or waiver of customary closing
conditions, including the approval by a general meeting of Odyssey's
shareholders and a minimum cash balance at closing (see "Conditions to Closing"
below), and is expected to close in Q1 2022. Following the closing of the
transaction, the combined company will be listed on Euronext Amsterdam and will
trade under the ticker symbol "BAI". The combined company will be led by the
current CEO of BenevolentAI, Joanna Shields, alongside BenevolentAI's
industry-leading management and research team. Olivier Brandicourt, healthcare
expert to Odyssey, will join the combined company's Board of Directors alongside
Jean Raby, Odyssey's current co-CEO. Dr Francois Nader, current Chairman of the
Board of Directors of BenevolentAI, will assume the role of Chairman of the
Board of Directors of the combined company. The combined company will be
headquartered in London.

INVESTOR PRESENTATION

Odyssey and BenevolentAI will host an investor conference call today at 14:00
CET via webcast to discuss the proposed transaction. The webcast is accessible
as an audio only livestream via BenevolentAI's website (
http://www.benevolent.com/investors ), alternatively investors can join via
phone to listen to the webcast and participate in a Q&A with management.

Participant Dial-in Numbers: UK: [phone]
UK Toll Free: 0808 109 0700
USA: [phone]
USA Toll Free: 1 866 966 5335
Access reference:
Odyssey and BenevolentAI Investor Call

Further information about the transaction is available on BenevolentAI's website
( http://www.benevolent.com/ ) and on the Odyssey website (
http://www.odyssey-acquisition.com/ ).

ADVISORS

Goldman Sachs International is serving as exclusive financial advisor to
BenevolentAI in connection with the business combination. Goldman Sachs
International is also acting as placement agent on the PIPE. Latham & Watkins
(London) LLP, NautaDutilh Avocats Luxembourg S.a r.l. and NautaDutilh N.V. are
serving as legal advisors to BenevolentAI.

J.P. Morgan AG and Zaoui & Co are serving as financial advisors to Odyssey. J.P.
Morgan AG is also acting as placement agent on the PIPE. Skadden, Arps, Slate,
Meagher & Flom (UK) LLP, ELVINGER HOSS PRUSSEN, société anonyme and Stibbe N.V.
are serving as legal advisors to Odyssey.

Odyssey was supported in its due diligence by Oliver Wyman (commercial
advisors), Accuracy (accounting advisors), Arsène-Taxand (tax advisors) and
former DeepMind Health Research Lead Trevor Back (AI expert).

Linklaters LLP is serving as legal advisor to the placement agents on the PIPE.

[1]Prior to any redemptions, excluding EUR56m of cash on BenevolentAI's balance
sheet estimated as at 30 November 2021 and including transaction expenses.

About BenevolentAI

BenevolentAI is a leading, clinical-stage AI drug discovery company. Through the
combined capabilities of its AI platform, scientific expertise and wet-lab
facilities, BenevolentAI is well-positioned to deliver novel drug candidates
with a higher probability of clinical success than those developed using
traditional methods. BenevolentAI has a consistently proven track-record of
scientifically validated discoveries. The BenevolentAI Platform(TM) powers a
growing in-house pipeline of over 20 drug programmes, spanning from target
discovery to clinical studies, and it maintains successful commercial
collaborations with leading pharmaceutical companies. BenevolentAI also
identified Eli Lilly's baricitinib as a repurposing drug candidate for COVID-19,
which has been authorised for emergency use by the FDA. BenevolentAI is
headquartered in London, with a research facility in Cambridge (UK) and a
further office in New York.

About Odyssey

Odyssey is a special-purpose acquisition company incorporated in Luxembourg for
the purpose of completing a merger, share exchange, asset acquisition, share
purchase, reorganisation or similar business combination with a European
business with principal activities in healthcare or TMT. On 2 July 2021, Odyssey
raised EUR300 million for this purpose in its initial public offering. Odyssey
is led by Chairman Michael Zaoui, co-CEOs Yoël Zaoui and Jean Raby, alongside
industry experts Dr Olivier Brandicourt and Michel Combes.

Contacts for BenevolentAI

Media
Rajin Kang - VP Communications
[e-mail]

Brunswick Group
Diana Vaughton / Ayesha Bharmal / Samantha Chiene
[e-mail]
[phone]

Investors
Julia Balanova - Head of Investor Relations
[e-mail]

Contacts for Odyssey

[e-mail]

KEY TERMS OF THE AGREEMENT

Business Combination Agreement

The combination will be effected by way of a share exchange. BenevolentAI
shareholders will receive Ordinary Shares of Odyssey in exchange for their
shares of BenevolentAI based on a consideration exchange multiple. Their
BenevolentAI options and RSUs will convert into options and RSUs of Odyssey. As
a result of the share exchange, BenevolentAI will become a wholly-owned
subsidiary of Odyssey, which, following the closing of the transaction, will be
considered the combined company.

Consideration Exchange Multiple

Subject to the terms and conditions of the business combination agreement, the
aggregate consideration to be received by the BenevolentAI shareholders in
exchange for their BenevolentAI shares in connection with the business
combination will be the number of Ordinary Shares equal to (i) EUR1,100,000,000
less (a) EUR50,000,000 and (b) EUR45,800,000, divided by (ii) EUR10.00 (such
number of Ordinary Shares, the "Total Consideration Shares").

Accordingly, each BenevolentAI shareholder will receive the number of Ordinary
Shares that is equal to (i) such shareholder's number of BenevolentAI shares
(other than BenevolentAI G2 Growth Shares) multiplied by (ii) the Consideration
Exchange Multiple (as defined below).

The "Consideration Exchange Multiple" means the quotient of (i) the Total
Consideration Shares divided by (ii) the Fully Diluted BenevolentAI Share
Number.

The "Fully Diluted BenevolentAI Share Number" means the number of BenevolentAI
shares (other than BenevolentAI G2 Growth Shares) in issue immediately before
the closing of the share exchange plus the number of Ordinary Shares that would
be issued upon (i) the exercise of certain in-the-money vested options and (ii)
the settlement of certain vested RSUs, if such exercise and settlement took
place immediately before the closing of the share exchange.

Representations and Warranties

Representations and Warranties of BenevolentAI

Under the business combination agreement, BenevolentAI made customary warranties
to Odyssey relating to, among other things, organisation and standing; relevant
securities; authority; binding agreement, governmental approvals, UK Takeover
Code waiver, non-contravention, Odyssey's subsidiaries, records, accounts,
additional financial matters, position since the reference date, compliance with
law, data protection, litigation, material contracts and other obligations,
intellectual property rights, information technology, insurance,
anti-corruption; anti-money laundering; sanctions, employees and consultants,
benefit plans, pensions, environmental matters, tax, properties, finders and
brokers and information supplied.

Representations and Warranties of BenevolentAI's Shareholders

BenevolentAI shareholders made customary warranties to Odyssey and BenevolentAI
relating to, among other things, organisation and standing, authorisation;
binding agreement and ownership or BenevolentAI shares.

Representations and Warranties of Odyssey

Odyssey made customary warranties to BenevolentAI and the BenevolentAI
shareholders relating to, among other things, organisation, authorisation;
binding agreement, governmental approvals, non-contravention, capitalisation,
Euronext Amsterdam and other regulatory filings; Odyssey financials; internal
controls, absence of certain changes, compliance with laws, actions; orders;
permits, taxes and returns; employees and employee benefit plans, properties,
material contracts, transactions with affiliates, finders and brokers,
anti-corruption; anti-money laundering; sanctions, insurance, subscription
agreements, information supplied, escrow account and warranties.

Representations and Warranties of Odyssey's Dutch Subsidiary

Odyssey Acquisition Subsidiary B.V. ("Odyssey's Dutch Subsidiary") made
customary warranties to BenevolentAI and BenevolentAI shareholders relating to,
among other things, organisation, authorisation; binding agreement,
non-contravention; capitalisation, activities of Odyssey's Dutch Subsidiary,
compliance with laws and finders and brokers.

Material Adverse Effect

Under the business combination agreement, certain warranties of BenevolentAI,
the BenevolentAI shareholders, Odyssey and Odyssey's Dutch Subsidiary are
qualified in whole or in part by materiality thresholds. In addition, certain
warranties of BenevolentAI, the BenevolentAI shareholders, Odyssey and Odyssey's
Dutch Subsidiary are qualified in whole or in part by a material adverse effect
standard for purposes of determining whether a breach of such warranties has
occurred. Pursuant to the business combination agreement, material adverse
effect means, with respect to any specified person, any state of facts,
development, change, circumstance, occurrence, event or effect, that,
individually or in the aggregate, (a) has had a material adverse effect on the
business, assets, liabilities, condition (financial or otherwise), results of
operations or prospects of such person and its subsidiaries; or (b) would
reasonably be expected to prevent or materially delay or materially impede the
ability of such person or any of its subsidiaries to consummate the transactions
contemplated by the business combination agreement on a timely basis, in each
case subject to certain customary exceptions.

Covenants

The business combination agreement includes customary covenants of the parties
with respect to business operations prior to consummation of the transactions
contemplated thereby and efforts to satisfy conditions to consummation of the
combination.

Subject to certain exceptions, during the period between signing and closing,
BenevolentAI and Odyssey will, and will cause their respective subsidiaries to,
except as expressly contemplated by the business combination agreement or any
ancillary document, as required by applicable law (including in respect of any
COVID-19 measures) or as consented to by the other party, or as reasonably
necessary in light of COVID-19 to protect the wellbeing of their respective
employees generally or to mitigate the impact on BenevolentAI or Odyssey, as
applicable, and their respective operations: (i) conduct their respective
businesses, in all material respects, in the ordinary course of business
consistent with past practice and (ii) comply with all laws applicable to
BenevolentAI or Odyssey, as applicable, and its respective businesses, assets
and employees.

Conditions to Closing

Conditions to Each Party's Obligation to Close

The obligations of each party to consummate the transactions under the business
combination agreement are in all respects subject to the satisfaction or written
waiver (where permissible) by BenevolentAI and Odyssey of the following
conditions:

- the receipt of the approval of Odyssey's shareholders meeting and such
approval to be in full force and effect;
- that no law or order has been issued which has the effect of making the
transactions under the business combination agreement illegal or void or which
otherwise prevents or prohibits consummation of the transactions in whole or
in part;
- the receipt of necessary consents of or with a governmental authority and such
consent to be in full force and effect;
- the approval of the prospectus in connection with the combination by the
Luxembourg financial supervisory authority (Commission de surveillance du
secteur financier) (the "CSSF"), with such approval to be in full force and
effect, and the CSSF's passporting of such prospectus to the Netherlands
Authority for the Financial Markets ( Stichting Autoriteit Financiële Markten
);
- admission to listing and trading on Euronext Amsterdam of the Ordinary Shares
issued in connection with the transactions;
- the combined entity's board of directors to be comprised, with effect from the
effective time of the closing, exclusively by the list of nominees agreed to
by BenevolentAI and Odyssey, and proposed by Odyssey upon such closing;
- Odyssey having at least an aggregate of EUR250 million of cash after taking
into account payments by Odyssey for the shareholder redemption, the PIPE
investment amount, and net of the deferred underwriting commission in
connection with Odyssey's initial public offering (but before payment of any
of BenevolentAI's or Odyssey's transaction expenses);
- BenevolentAI shareholders shall have performed in all material respects all of
their respective obligations and complied in all material respects with all of
their respective agreements and covenants under the business combination
agreement to be performed or complied with by them; and
- if and to the extent that the United Kingdom's National Security and
Investment Act 2021 (the "NSI Act") comes into force prior to the closing and
the Investment Security Unit of the Department for Business, Energy and
Industrial Strategy (the "ISU") indicates, in response to the consultation
provided for in the business combination agreement, that the transactions
contemplated thereby would or could potentially constitute a notifiable
acquisition under the NSI Act, (A) the Secretary of State confirming that no
further action will be taken under the NSI act in relation to the share
exchange and the other transactions contemplated by the business combination
agreement, or (B) if the Secretary of State issues a call-in notice under the
NSI Act in relation to such transactions (a "Call-In Notice"): (i) the parties
receiving a final notification that no further action in relation to the
Call-In Notice is to be taken under the NSI Act; or (ii) the Secretary of
State making a final order in relation to such transactions under the NSI Act
which permits such transactions to be completed subject to the provisions of
such final order, and, to the extent relevant, all conditions, provisions or
obligations contained in such final order necessary for completion of such
transactions having been satisfied or complied with.

Conditions to BenevolentAI's Obligation to Close

The obligations of BenevolentAI to consummate the transactions under the
business combination agreement are subject to the satisfaction or written waiver
(by BenevolentAI) of the following conditions:

- no Odyssey material adverse effect has occurred;
- (i) the Odyssey and Odyssey's Dutch Subsidiary fundamental warranties (i.e.,
the warranties with regard to organisation, authorisation and binding
agreement, governmental approvals, non-contravention, and finder and broker
fees) and Odyssey's Dutch Subsidiary fundamental warranties (i.e., the
warranties with regard to organisation, authorisation; binding agreement and
Odyssey's Dutch Subsidiary activities) are true and correct in all respects on
and as at the date of the business combination agreement and as at the date of
closing as if made on such date, except for those Odyssey and Odyssey's Dutch
Subsidiary fundamental warranties that address matters only as at a particular
date (which have been true and correct as at such date), (ii) the Odyssey and
Odyssey's Dutch Subsidiary warranties with regard to capitalisation are true
and correct in all respects (except for de minimis inaccuracies) on and as at
the date of the business combination agreement and on and as at closing as if
made on such closing date, except for those warranties that address matters
only as at a particular date (which have been true and correct as at such
date), (iii) all other Odyssey and Odyssey's Dutch Subsidiary warranties are
true and correct in all respects on and as at the date of the business
combination agreement and on and as at the closing date as if made on such
date, except for those warranties that address matters only as at a particular
date (which have been true and correct as at such date) and except for any
failures to be true and correct that (without giving effect to any
qualifications or limitations as to materiality or material adverse effect),
individually or in the aggregate, have not had and would not reasonably be
expected to have a material adverse effect in respect of Odyssey or Odyssey's
Dutch Subsidiary, as applicable; and
- Odyssey and Odyssey's Dutch Subsidiary have performed in all material respects
all of their respective obligations and complied in all material respects with
all of their respective agreements and covenants under the business
combination agreement at or prior to the closing date.

Conditions to Odyssey's Obligation to Close

The obligations of Odyssey to consummate the transactions contemplated by the
business combination agreement are subject to the satisfaction or written waiver
(by Odyssey) of the following conditions:

- no BenevolentAI material adverse effect has occurred;
- (i) the BenevolentAI fundamental warranties (i.e., the warranties with regard
to organisation; standing, authority, governmental approvals,
non-contravention, BenevolentAI's subsidiaries, and finder and broker fees)
and the BenevolentAI shareholders fundamental warranties (i.e., the warranties
with regard to organisation; standing, authorisation; binding agreement and
ownership of shares) are true and correct in all respects on and as at the
date of the business combination agreement and on and as at the closing date,
as if made on such closing date except for those BenevolentAI and BenevolentAI
shareholder fundamental warranties that address matters only as at a
particular date (which have been true and correct as at such date), (ii)
BenevolentAI warranties with regard to relevant securities are true and
correct in all respects (except for de minimis inaccuracies) on and as at the
date of the business combination agreement and on and as at the closing date
as if made on such closing date, except for those warranties that address
matters only as at a particular date (which have been true and correct as at
such date), and (iii) all other warranties of BenevolentAI and BenevolentAI
shareholders are true and correct in all respects on and as at the date of the
business combination agreement and on and as at the closing date as if made on
the closing date, except for those warranties that address matters only as at
a particular date (which have been true and correct as at such date) and
except for any failures to be true and correct that (without giving effect to
any qualifications or limitations as to materiality or material adverse
effect), individually or in the aggregate, have not had and would not
reasonably be expected to have a material adverse effect in respect of
BenevolentAI or BenevolentAI shareholders, as applicable; and
- BenevolentAI has performed in all material respects all of its obligations and
complied in all material respects with all of its respective agreements and
covenants under the business combination agreement at or prior to the closing
date.

Termination

The business combination agreement may be terminated, and the transactions
contemplated by the business combination agreement may be abandoned at any time
prior to closing as follows:

- by mutual written consent of Odyssey and BenevolentAI;
- by Odyssey or BenevolentAI, if any of the conditions to closing set forth in
the business combination agreement have not be satisfied or waived by 6 June
2022 (the "Outside Date"), provided parties shall use all reasonable
endeavours to ensure the closing occurs before such date;
- by Odyssey or BenevolentAI, if a governmental authority has issued an order or
taken any other action permanently enjoining, restraining or otherwise
prohibiting the transactions contemplated by the business combination
agreement and such order or other action has become final and non-appealable,
unless the failure to comply with any provision of the business combination
agreement has been a substantial cause of such action by such governmental
authority;
- by BenevolentAI, if


- there has been a material breach by Odyssey of any of its
warranties, covenants or agreements contained in the business
combination agreement, or if any warranty of Odyssey has become
untrue or materially inaccurate, in each case which would result
in a failure to satisfy the conditions to the obligation of
BenevolentAI with respect to warranties, agreements and covenants,
and the breach or inaccuracy is incapable of being cured or is not
cured within the earlier of (i) twenty (20) business days after
written notice of such breach or inaccuracy is provided to Odyssey
by BenevolentAI or (ii) the Outside Dateprovided, that
BenevolentAI shall not have the right to terminate the business
combination agreement if at such time any of BenevolentAI or the
BenevolentAI shareholders is in material uncured breach of the
business combination agreement which would result in a failure to
satisfy the conditions to obligations of Odyssey with respect to
warranties, agreements and covenants;
- by Odyssey, if


- there has been a material breach by BenevolentAI or BenevolentAI
shareholders of any of their respective warranties, covenants or
agreements contained in the business combination agreement, or if
any warranty of such parties has become untrue or materially
inaccurate, in each case which would result in a failure to
satisfy the conditions to the obligation of Odyssey with respect
to warranties, agreements and covenants, and the breach or
inaccuracy is incapable of being cured or is not cured within the
earlier of (i) twenty (20) business days after written notice of
such breach or inaccuracy is provided to BenevolentAI by Odyssey
or (ii) the Outside Dateprovided, that Odyssey shall not have the
right to terminate the business combination agreement if at such
time Odyssey is in material uncured breach of the business
combination agreement which would result in a failure to satisfy
conditions to the obligations of Odyssey with respect to
warranties, agreements and covenants;
- by either Odyssey or BenevolentAI, if Odyssey's extraordinary general meeting
has been held (including any adjournment thereof) and concluded, the Odyssey
shareholders have duly voted, and the approval of Odyssey's general meeting of
shareholders was not obtained; or
- by BenevolentAI if the Odyssey's board has changed its recommendation
regarding the business combination agreement.

Support Agreement

In connection with the transactions, BenevolentAI, Odyssey, the Ordinary
Shareholders, Odyssey Sponsor and certain shareholders of Odyssey Sponsor, have
entered into a support agreement (the "Support Agreement"), pursuant to which
the Ordinary Shareholders and Odyssey Sponsor have agreed to (i) vote all
Odyssey shares held by them in favour of approval entry into the business
combination agreement and the ancillary documents, and the transactions
contemplated thereby, including the matters to be approved by Odyssey's
shareholders at the Business Combination EGM and (ii) not redeem any of their
shares in connection with the transactions. Under the Support Agreement, the
Sponsor also waived any adjustment to the conversion ratio or any other
anti-dilution or similar protection with respect to its Sponsor and any Ordinary
Shares. The Sponsor has committed to the Company that prior to closing, and
subject to the Company not waiving this Sponsor commitment in whole or in part,
it will transfer 659,000 Sponsor Promote Shares to, in the Sponsor's sole and
entire discretion, one or more existing shareholders of Odyssey or third parties
who agree to provide a backstop to redemptions, in each case other than the
Sponsor or any of its affiliates.

Subscription Agreements

In connection with the entry into the business combination agreement, Odyssey
entered into subscription agreements with the PIPE investors as part of the PIPE
financing, pursuant to which the PIPE investors agreed to subscribe for and
purchase, and Odyssey agreed to issue and sell to such investors, an aggregate
of 13.5m Ordinary Shares at EUR10.00 each for gross proceeds of EUR135m at
closing (or such other date as the parties may agree in accordance therewith).
The subscription agreements also contain other customary representations,
warranties, escrow account waiver provisions and agreements of the parties
thereto.

The closings under such subscription agreements will occur substantially
concurrently with the closing under the business combination agreement (or such
other date as the parties to the business combination agreement may agree in
accordance therewith) and are conditioned on such closing and on other customary
closing conditions. The subscription agreements will be terminated, and be of no
further force and effect, upon the earlier to occur of (i) the termination of
the business combination agreement in accordance with its terms without the
business combination having been consummated, (ii) the mutual written agreement
of the parties thereto and BenevolentAI, (iii) on or after the date that is 270
days after the date of the subscription agreement if the business combination
closing has not occurred, and (iv) if any of the conditions to closing set forth
in the subscription agreement are not satisfied or waived, and are not capable
of being satisfied on or prior to the closing of the business combination. As
part of the transaction, Zaoui & Co. has agreed to invest in the PIPE.

The Sponsor has committed to the Company that prior to closing, and subject to
the Company not waiving this Sponsor commitment in whole or in part, it will
transfer 659,000 Sponsor Promote Shares to, in the Sponsor's sole and entire
discretion one or more, existing shareholders of Odyssey or third parties who
agree to provide a backstop to redemptions, in each case other than the Sponsor
or any of its affiliates.

Lock-Up Agreements

BenevolentAI Shareholders Lock-Up

The BenevolentAI shareholders entered into a BenevolentAI shareholders lock-up
agreement, pursuant to certain BenevolentAI shareholders (including those
directors of BenevolentAI who are also BenevolentAI shareholders) covenant and
agree, subject to certain customary exceptions, that the Ordinary Shares issued
in connection with the business combination, as well as options and RSUs issued
to such BenevolentAI shareholders, will be subject to a one-hundred and eighty
(180) day lock-up after closing, provided that such lock-up period may terminate
earlier (i) if, during the period commencing ninety (90) days after the closing
date, the closing price of the Ordinary Shares equals or exceeds twelve euro
(EUR12.00) per share (as adjusted for share splits, share dividends,
reorganisations and recapitalisations) for any twenty (20) trading days within
any thirty (30) consecutive trading day period or (ii) if after the closing,
Odyssey consummates a subsequent liquidation, merger, share exchange or other
similar transaction which results in all of Odyssey's shareholders having the
right to exchange their shares for cash, securities or other property.

Sponsor Lock-Up

In addition to the existing lock-up periods and terms for the ordinary Class B
shares of Odyssey held by the Sponsor (the "Sponsor Shares") and warrants held
by the Sponsor (the "Sponsor Warrants"), the Sponsor entered into a lock-up
agreement, pursuant to which the Sponsor covenants and agrees subject to certain
customary exceptions that (A) the Sponsor Shares will be subject to a
three-hundred and sixty-five (365) day lock-up after closing, provided that such
lock-up period may terminate earlier (i) if, during the period commencing
one-hundred and fifty (150) days after the closing date, the closing price of
the Ordinary Shares equals or exceeds twelve euro (EUR12.00) per share (as
adjusted for share splits, share dividends, reorganisations and
recapitalisations) for any twenty (20) trading days within any thirty (30)
consecutive trading day period, or (ii) if after the closing, Odyssey
consummates a subsequent liquidation, merger, share exchange or other similar
transaction which results in all of Odyssey's shareholders having the right to
exchange their Ordinary Shares for cash, securities or other property, and (B)
the Sponsor Warrants (or any Ordinary Shares issued or issuable upon their
exercise or conversion) will be subject to a thirty (30) day lock-up after the
closing.

Ordinary Shareholders Lock-Up

Michael Zaoui and Yoel Zaoui via Fusione Ltd (the "Ordinary Shareholders")
entered into an Ordinary Shareholders lock-up agreement (the "Ordinary
Shareholders Lock-Up"), pursuant to which they covenant and agree subject to
certain customary exceptions that their (A) Ordinary Shares will be subject to
one hundred and eighty (180) day lock-up after closing, provided that such
lock-up period may terminate earlier under certain circumstances, and (B) the
Odyssey warrants held by them (or any Ordinary Shares issued or issuable upon
their exercise or conversion) will be subject to a thirty (30) day lock-up after
the closing.

Governance

The corporate governance rules of the combined entity will be based on its
articles of association, its internal regulations, including the board rules,
and applicable Luxembourg laws.

As a Luxembourg governed company that is traded on Euronext Amsterdam, the
combined entity will not be required to adhere to the Luxembourg corporate
governance regime applicable to Luxembourg law-governed companies that are
traded in Luxembourg or the Dutch Corporate Governance Code applicable to
companies incorporated in the Netherlands and listed on a regulated market. The
Company will opt to not apply the Luxembourg corporate governance regime on a
voluntary basis either.

The combined entity will be managed by a board of directors composed of nine (9)
directors consisting of (A) seven (7) directors nominated by BenevolentAI prior
to the closing, including Dr. Francois Nader, (B) Dr. Olivier Brandicourt and
(C) Jean Raby (who will resign from his position as co-CEO of Odyssey).

Shareholder Meeting and Redemption

The business combination is conditional upon approval by a majority of at least
50% + 1 of the votes cast at an extraordinary general meeting of Odyssey's
shareholders (the "Business Combination EGM") and is also subject to the
Sponsor's consent.

The convening notice of the Business Combination EGM, the shareholder circular
and any other meeting documents relating to the business combination will be
published (i) on Odyssey's website and (ii) in a manner ensuring fast access to
it on a non-discriminatory basis in such media as may reasonably be relied upon
for the effective dissemination of information throughout the European Economic
Area, and the convening notice will be in addition published in the Luxembourg
Recueil électronique des sociétés et associations and in a Luxembourg newspaper,
in each case no later than 30 days prior to the date of the Business Combination
EGM.

The shareholder circular will include a description of the business combination,
the strategic rationale for the business combination, the material risks related
to the business combination, selected financial information of the target
business, the proposed resolutions including resolutions to amend the articles
of incorporation of Odyssey and any other information required by applicable
Luxembourg law, if any, to facilitate a proper investment decision by Odyssey's
shareholders.

In accordance with its articles of incorporation, Odyssey's shareholders may
require Odyssey to redeem all or a portion of the Ordinary Shares held by them
by notifying Odyssey through an institution admitted to Euroclear Netherlands
(aangesloten instelling) by no later than 17:40 CET on the date that is two
Trading Days (defined as a day on which Euronext Amsterdam is open for trading)
prior to the date of the Business Combination EGM of its intention to transfer
its shares to Odyssey in accordance with the transfer instructions, which will
be included in the shareholder circular.

The description of the transactions contained herein is only a high-level
summary. Additional information about the transactions will be provided in the
shareholder circular, which will be published as described above.

DISCLAIMER:

These materials may not be published, distributed or transmitted in the United
States, Canada, Australia or Japan. These materials do not constitute an offer
of securities for sale or a solicitation of an offer to purchase securities (the
"Securities") of Odyssey in the United States, Australia, Canada, Japan or any
other jurisdiction in which such offer or solicitation is unlawful. The
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). There will be no public offering of the
Securities in the United States. The Securities have not been, and will not be,
registered under the Securities Act. The Securities referred to herein may not
be offered or sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada or Japan,
subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy
securities. An investment decision regarding the Securities should only be made
on the basis of the prospectus, which will be published promptly upon approval
by the Financial Sector Supervisory Commission (Commission de Surveillance du
Secteur Financier (CSSF)) and will be available free of charge on the Odyssey
website.

This announcement does not constitute a prospectus. Odyssey has not authorised
any offer to the public of Securities in any Member State of the European
Economic Area. With respect to any Member State of the European Economic Area
(each a "Relevant Member State"), no action has been undertaken or will be
undertaken to make an offer to the public of Securities requiring publication of
a prospectus in any Relevant Member State. As a result, the Securities may only
be offered in Relevant Member States (i) to any legal entity which is a
qualified investor as defined in the Prospectus Regulation; or (ii) in any other
circumstances falling within Article 1(4) of the Prospectus Regulation. For the
purpose of this paragraph, the expression "offer of securities to the public"
means the communication in any form and by any means of sufficient information
on the terms of the offer and the Securities to be offered so as to enable the
investor to decide to purchase or subscribe for the Securities and the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes
any relevant delegated regulations.

In the United Kingdom, this document is only being distributed to, and is only
directed at, qualified investors, within the meaning of Regulation (EU) No
2017/1129 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 who are also (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (ii) persons falling within
Article 49(2)(a) to (d) of the Order (high-net-worth companies, unincorporated
associations, etc.) or (iii) persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any
Securities may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "Relevant Persons"). This
document is directed only at Relevant Persons and must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or investment
activity to which this document relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons.

This release may contain forward-looking statements. Forward-looking statements
are statements that are not historical facts and may be identified by words such
as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends",
"estimates", "will", "may", "continues", "should" and similar expressions. These
forward-looking statements reflect, at the time made, BenevolentAI's or
Odyssey's beliefs, intentions and current targets/aims concerning, among other
things, BenevolentAI's or Odyssey's or their respective groups' results of
operations, financial condition, liquidity, prospects, growth and strategies.
Forward-looking statements include statements regarding: objectives, goals,
strategies, outlook and growth prospects; future plans, events or performance
and potential for future growth; lease-up potentials; economic outlook and
industry trends; developments of BenevolentAI's or Odyssey's or their respective
groups' markets; the impact of regulatory initiatives; and the strength of
BenevolentAI or Odyssey or any other member of their respective groups'
competitors. Forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in
the future. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in BenevolentAI's or Odyssey's records (and those of
other members of its group) and other data available from third parties.
Although BenevolentAI and Odyssey believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond BenevolentAI's and
Odyssey's control.

Forward-looking statements are not guarantees of future performance and such
risks, uncertainties, contingencies and other important factors could cause the
actual outcomes and the results of operations, financial condition and liquidity
of BenevolentAI or Odyssey and other members of their respective groups or the
industry to differ materially from those results expressed or implied in the
Information by such forward-looking statements. No assurances can be given that
the forward-looking statements will be realized. The forward-looking statements
speak only as of the date of this release. BenevolentAI and Odyssey expressly
disclaim any obligation or undertaking to release any updates or revisions to
any forward-looking statements to reflect any change in their expectations with
regard thereto or any changes in events, conditions or circumstances on which
any forward-looking statements are based. No representation or warranty is made
that any of these forward-looking statements or forecasts will come to pass or
that any forecast result will be achieved. Undue influence should not be given
to, and no reliance should be placed on, any forward-looking statement.

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Additional content: http://presseportal.de/pm/160417/5091280
OTS: Odyssey; BenevolentAI