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.
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.
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
FORM OF] LOCK-UP RELEASE AGREEMENTLock-Up Release 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • New York
This will confirm our agreement that FOXO Technologies, Inc. (formerly Delwinds Insurance Acquisition Corp., the “Company”) has engaged Joseph Gunnar & Co., LLC (“Gunnar” or “Placement Agent”) to act as its exclusive placement agent with respect effectuating an offering of its promissory notes for the offering period described below (the “Term”). For purposes of this agreement, the term “Offering” means a private placement pursuant to which the Company will be offering a minimum of $2,000,000 (“Minimum Amount”) and up to a maximum of $20,000,000 (“Maximum Amount”) in aggregate principal amount of the Company’s 15% Senior Promissory Notes (the “Notes”). Placement of the Notes will be made on a “commercially reasonable efforts, all or none” basis as to the Minimum Amount and on a “commercially reasonable efforts basis for all amounts in excess of the Minimum Amount. All capitalized terms used herein that are not otherwise defined herein shall have the meaning ascribed to such terms in th
SENIOR PROMISSORY NOTE PURCHASE AGREEMENT***Senior Promissory Note Purchase Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • New York
THIS SENIOR PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 20, 2022, between Delwinds Insurance Acquisition Corp., (to be renamed 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”).
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of September 21, 2022, by and among (i) Delwinds Insurance Acquisition Corp., a Delaware corporation (“DWIN”), (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), (iii) Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“MSTO”) and (iv) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP” and together with MSOF and MSTO, each individually an “Investor” and collectively, the “Investors”). Each of DWIN, MSOF, MSTO, and MCP is individually referred to herein as a “Party” and collectively as the “Parties”.
FOXO TECHNOLOGIES, INC. Stock Option Exercise AgreementStock Option Exercise Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance • Delaware
This Stock Option Exercise Agreement (this “Exercise Agreement”) is made and entered into as of ______________, 20__ by and between FOXO Technologies Inc., a Delaware corporation (the “Company”) and the Purchaser named below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the FOXO Technologies Inc. 2020 Equity Incentive Plan (the “Plan”).
Re: Amendment to Letter AgreementLetter Agreement • September 21st, 2022 • Foxo Technologies Inc. • Life insurance
On December 10, 2020, 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”) entered into that certain letter agreement (the “Existing Agreement”) relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (the “Units”), including 2,625,000 Units sold pursuant to a fully-exercised over-allotment option, each such Unit 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 were sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 3
