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 10105Securities Subscription Agreement • September 11th, 2020 • Delwinds Insurance Acquisition Corp. • 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of __________, 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”)).
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”).
December 10, 2020Underwriting 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 • 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”).
FORM OF INDEMNITY AGREEMENTIndemnification 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”).
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.
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.”
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...Merger Agreement • 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
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 AGREEMENTNon-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.
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.
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”).
FOXO TECHNOLOGIES INC. (Formerly Delwinds Insurance Acquisition Corp.)Security Agreement • September 21st, 2022 • Foxo Technologies Inc. • 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.
Re: Finder’s Fee AgreementFinder’s Fee Agreement • October 25th, 2023 • Foxo Technologies Inc. • 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 AGREEMENTVoting 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.
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.”
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • June 13th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • Florida
THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) dated as of June 10, 2024, is by and among FOXO Technologies Inc., a Delaware corporation (“FOXO”), Rennova Community Health, Inc., a Florida corporation (“RCHI”), and Rennova Health, Inc., a Delaware corporation (“Rennova” or “RHI”). Each of FOXO, RCHI and RHI is referred to herein individually as a “Party,” or collectively as the “Parties.” For purposes of this Agreement, all dollar amounts are in U.S. dollars.
SENIOR NOTESenior Note • June 18th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research
This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, between the Company and KR8 (the “Exchange Agreement”).
REVISED BACKSTOP SUBSCRIPTION AGREEMENT*** September __, 2022Backstop Subscription Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • New York
This Revised Backstop Subscription Agreement (this “Agreement” or this “Subscription Agreement”) amends and replaces, in its entirety, the terms and conditions of the Backstop Subscription Agreement entered into by the parties hereto as of February [___], 2022, and shall constitute, from and after the date of execution hereof, one of the Backstop Agreements referred to below for all purposes referred to hereunder and under any other Backstop Agreement. 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
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 77002Administrative Support Agreement • December 16th, 2020 • Delwinds Insurance Acquisition Corp. • 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”):
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • June 13th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • Florida
THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) dated as of June 10, 2024, is by and among Foxo Technologies Inc., a Delaware corporation (“FOXO”), Myrtle Recovery Centers, Inc., a Tennessee corporation (“Myrtle”), and Rennova Health, Inc., a Delaware corporation (“Rennova” or “RHI”). Each of FOXO, Myrtle and RHI is referred to herein individually as a “Party,” or collectively as the “Parties.”
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.
SENIOR NOTESenior Secured Note • December 10th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • Florida
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
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”).
TERMINATION AGREEMENTTermination Agreement • December 10th, 2024 • Foxo Technologies Inc. • Services-commercial physical & biological research • New York
THIS TERMINATION AGREEMENT (this “Agreement”) is effective as of the date below, by and between FOXO Technologies Inc., a Delaware corporation (“Company”), and KR8 AI Inc., a Nevada corporation (“KR8”). All capitalized terms used but not defined herein shall have the corresponding meanings ascribed such terms in that certain Master Software and Services Agreement dated as of January 12, 2024, as amended (the “MSSA”).
