WARRANT AGREEMENTWarrant Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 10, 2020, is by and between Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2020, by and between Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Delwinds Insurance Acquisition Corp. c/o Ellenoff Grossman & Schole LLP New York, NY 10105Delwinds Insurance Acquisition Corp. • September 11th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 28, 2020 by and between DIAC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • September 22nd, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
December 10, 2020Letter Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), RBC Capital Markets, LLC and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Pu
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2020, is made and entered into by and among Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), and DIAC Sponsor LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2024, by and between FOXO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2022 • Foxo Technologies Inc. • Life insurance • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2020, between FOXO Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 10th day of December 2020, by and between Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002, and DIAC Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002.
FOXO TECHNOLOGIES INC. (Formerly Delwinds Insurance Acquisition Corp.)Foxo Technologies Inc. • September 21st, 2022 • Life insurance
THIS ASSUMED WARRANT (this “Warrant”) is issued to [____] (the “Holder”) by FOXO Technologies Inc. (formerly Delwinds Insurance Acquisition Corp.) a Delaware corporation (the “Company”). This Warrant of even date herewith being issued by the Company to the Holder is being issued pursuant to Section 3 (e) of the Warrant to Purchase Shares of Common Stock issued by FOXO Technologies Operating Company (formerly FOXO Technologies Inc.) (“FOXO”) to the Holder on [___], 2021 (the “Original Warrant”) to effectuate the assumption by the Company of the Original Warrant pursuant to Article I, Section 11, Subsection (e) of Agreement and Plan of Merger, dated February 24, 2022 (as amended from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, FOXO, Merger Sub, and the Purchaser Representative. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of February 24, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by that certain Agreement and Plan of Merger (the “Business Combination Agreement”), dated as of February 24, 2022, by and among the Company, DWIN Merger Sub Inc. and FOXO Technologies Inc. (“FOXO”), such transactions being referred to herein as the “Merger.”
AGREEMENT AND PLAN OF MERGER by and among DELWINDS INSURANCE ACQUISITION CORP., as the Purchaser, DWIN MERGER SUB INC., as Merger Sub, DIAC SPONSOR LLC, in the capacity as the Purchaser Representative, and FOXO TECHNOLOGIES INC., as the Company, Dated...Agreement and Plan of Merger • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 24, 2022, by and among (i) Delwinds Insurance Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) DWIN Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) DIAC Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined herein) for the stockholders of the Purchaser (other than the Company Security Holders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), and (iv) FOXO Technologies Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Purchaser Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as t
DELWINDS INSURANCE ACQUISITION CORP. 17,500,000 Units Underwriting AgreementUnderwriting Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
Delwinds Insurance Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 17,500,000 units of the Company (the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by the transactions contemplated by that certain Agreement and Plan of Merger (the “Business Combination Agreement”), dated as of February 24, 2022, by and among the Company, DWIN Merger Sub Inc. and FOXO Technologies Inc (“FOXO”), such transactions being referred to herein as the “Merger.”
DELWINDS INSURANCE ACQUISITION CORP. 17,500,000 Units Underwriting AgreementDelwinds Insurance Acquisition Corp. • December 1st, 2020 • Blank checks • New York
Delwinds Insurance Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 17,500,000 units of the Company (the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,625,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 22nd, 2020 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [•] day of [Month]2020, by and between Delwinds Insurance Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002, and DIAC Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002.
Indemnification AgreementIndemnification Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2022 by and between FOXO Technologies Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 24, 2022, by ________________(the “Subject Party”) in favor of and for the benefit of Delwinds Insurance Acquisition Corp., a Delaware corporation, (including any successor entity thereto, the “Purchaser”), FOXO Technologies Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
STRATA PURCHASE AGREEMENTStrata Purchase Agreement • February 7th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of February 1, 2024, by and between FOXO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”).
Stock Purchase Agreement By and Between FOXO Technologies Inc. and July [●], 2023Stock Purchase Agreement • July 20th, 2023 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
THIS STOCK PURCHASE AGREEMENT (together with all exhibits and schedules hereto, this “Agreement”) is entered into as of July [●], 2023, by and between FOXO Technologies Inc., a Delaware corporation (the “Company”), and [●] (the “Buyer”), with an address at [●]. The Company and Buyer may be collectively referred to herein as the “Parties” and individually as a “Party.”
Re: Finder’s Fee AgreementFoxo Technologies Inc. • October 25th, 2023 • Services-commercial physical & biological research • New York
As you know, FOXO Technologies, Inc. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (“Agreement”) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (“Darbie”), will introduce the Issuer to third-party investors (each, an “Introduced Party”).
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
This Voting and Support Agreement (this “Agreement”) is made as of February 24, 2022, by and among (i) Delwinds Insurance Acquisition Corp., a Delaware corporation (together with its successors, the “Purchaser”), (ii) FOXO Technologies Inc., a Delaware corporation (the “Company”), and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2022 • Foxo Technologies Inc. • Life insurance
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is by and between GWG Holdings, Inc., a Delaware corporation (together with its subsidiaries including Life Epigenetics Inc. (“LEGX”), the “Company”), and Brian Chen (“Employee”), and entered into effective as of August 20, 2017 (the “Effective Date”) and replaces all previous agreements, whether written or oral between the Company and the Employee.
Delwinds Insurance Acquisition Corp. One City Centre 1021 Main Street, Suite 1960 Houston, TX 77002Delwinds Insurance Acquisition Corp. • December 16th, 2020 • Blank checks • New York
This letter agreement by and between Delwinds Insurance Acquisition Corp. (the “Company”) and DIAC Sponsor LLC (“DIAC Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTE PURCHASE AGREEMENTSenior Promissory Note Purchase Agreement • May 30th, 2023 • Foxo Technologies Inc. • Life insurance • New York
This Amendment (this “PIK Note Amendment”) to that certain Senior Promissory Note Purchase Agreement, dated September 20, 2022 (the “Original Note Purchase Agreement”), which governs all of the PIK Notes (as defined below), is made and entered into effective as of the Expiration Date (as defined in the Offer to Amend (as defined below)), by and between FOXO Technologies Inc., a Delaware corporation (the “Company”), and the undersigned (each a “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Original Note Purchase Agreement.
BACKSTOP SUBSCRIPTION AGREEMENT February __, 2022Backstop Subscription Agreement • March 2nd, 2022 • Delwinds Insurance Acquisition Corp. • Blank checks • New York
In connection with the contemplated business combination (the “Transaction”) between Delwinds Insurance Acquisition Corp., a Delaware corporation (together with any successor, the “Company”), and FOXO Technologies Inc., a Delaware corporation (“Target”), pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company is seeking commitments to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”). The Company is offering shares of Common Stock in a private placement (the “Offering”) in which the Company expects to sell and issue a number of shares of Common Stock pursuant to backstop commitments through subscription agreements on substantially the same terms hereof for an aggregate commitment amount, when combined with the co
GENERAL RELEASE AGREEMENTGeneral Release Agreement • May 30th, 2023 • Foxo Technologies Inc. • Life insurance • New York
This General Release Agreement (this “General Release Agreement”) is made and entered into effective as of the Expiration Date (as defined in the Offer and Consent Solicitation (as defined below)), between FOXO Technologies Inc., a Delaware corporation (the “Company”), and the undersigned (the “Holder,” and together with the Company, the “Parties”, and each, a “Party”).
SUPPLEMENT To STRATA PURCHASE AGREEMENTStrata Purchase Agreement • October 16th, 2023 • Foxo Technologies Inc. • Services-commercial physical & biological research
This SUPPLEMENT to a Strata Purchase Agreement is being entered into as of October 13, 2023, between FOXO Technologies, Inc. (the “Company”) and Clearthink Capital Partners, LLC (“Investor”).
SHARES FOR SERVICES AGREEMENTShares for Services Agreement • October 16th, 2023 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
This SHARES FOR SERVICES AGREEMENT (this “Agreement”) is entered into as of this 19th day of September, 2023, by and between FOXO Technologies, Inc., a Delaware corporation (the “Company”), and Joseph Gunnar & Co., LLC (“JGUN”).
FORM OF] LOCK-UP RELEASE AGREEMENTRelease Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • New York
This Lock-Up Release Agreement (this “Agreement”) is being provided to you in connection with the offering (the “Offering”) by the Company (as defined below) of its 15% senior promissory notes (the “Notes”).
MASTER SOFTWARE AND SERVICES AGREEMENTMaster Software and Services Agreement • January 19th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
This Master Software and Services Agreement (this “Agreement”), effective as of January 12, 2024 (the “Effective Date”), is by and between KR8 AI Inc., a Nevada corporation with an address at 112 North Curry Street, Carson City, Nevada 89703 (“Licensor”) and FOXO Technologies Inc., a Delaware corporation with offices located at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401 (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2023 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 13, 2023, is entered into by and between FOXO Technologies, Inc., a Delaware corporation, (the “Company”), and ClearThink Capital Partners, LLC, a Delaware limited liability company (the “Buyer” or “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2023 • Foxo Technologies Inc. • Services-commercial physical & biological research
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July [●], 2023, by and among FOXO Technologies Inc., a Delaware corporation (the “Company”), and each Holder (as defined below) named on the signature pages attached hereto. This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, by and between the Company and the Holder (the “Purchase Agreement”).
MERGER AGREEMENTMerger Agreement • January 12th, 2023 • Foxo Technologies Inc. • Life insurance • Utah
This Merger Agreement (this “Agreement”), by and among Security National Life Insurance Company, a Utah corporation (the “Buyer”), FOXO Life, LLC, a Delaware limited liability company (the “Seller”), FOXO Life Insurance Company (fka Memorial Insurance Company of America), an Arkansas corporation (the “Company”), and FOXO Technologies Inc., a Delaware corporation (the “Guarantor”), is entered into as of January 10, 2023.
KR8 AI Inc.Foxo Technologies Inc. • November 2nd, 2023 • Services-commercial physical & biological research
This letter confirms that KR8 AI INC. and FOXO Technologies Inc. have agreed that KR8 will grant and does hereby grant to FOXO a provisional exclusive license (the “License”), limited to the consumer direct health and wellness industries in North America, to integrate the software underlying KR8’s products, specifically, the KR8 AI Eco System and iOS/Android APP (the “Software”), with FOXO’s epigenetic biomarker technology and software to develop an AI machine learning epigenetic APP to enhance health, wellness and longevity. The non-provisional License shall be granted upon signing of a definitive agreement.
