Proposal 6:

Proposal 7:

Proposal 8 – The Incentive Plan Proposal

Delwinds’ stockholders approved Proposal 8. The votes cast were as follows:

Proposal 9 – The Management Contingent Share Plan Proposal

Delwinds’ stockholders approved Proposal 9. The votes cast were as follows:

Proposal 10 – The Insider Letter Amendment Proposal

Delwinds’ stockholders approved Proposal 10. The votes cast were as follows:

Proposal 11 – The NYSE Proposal

Delwinds’ stockholders approved Proposal 11. The votes cast were as follows:

Proposal 12 – The Director Election Proposal

Delwinds’ stockholders approved Proposal 12. The votes cast were as follows:

 As there were sufficient votes at the time of the Special Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Proxy Statement/Prospectus was not presented to stockholders. 

Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement/Prospectus, the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated as of February 24, 2022 (as amended on April 26, 2022, July 6, 2022 and August 12, 2022, and as it may be further amended or supplemented from time to time, the “Merger Agreement”), are expected to be consummated on or around September 15, 2022. As previously disclosed, following the consummation of the Transactions, the common stock and warrants of FOXO Technologies Inc. (“FOXO”) are expected to begin trading on the NYSE American under the symbols “FOXO” and “FOXO WS,” respectively, on September 16, 2022.

Forward Looking Statements

Certain statements made herein contain, and certain oral statements made by representatives of Delwinds and FOXO and their respective affiliates from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Delewinds’ and FOXO’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “aim,” “continue,” “target,” “milestone,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Delwinds’ and FOXO’s expectations with respect to future performance and anticipated financial impacts of the , the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Delwinds or FOXO and are difficult to predict. Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the Transactions due to the failure to satisfy conditions to closing in the Merger Agreement; (3) the inability to obtain or maintain the listing of FOXO’s common stock on the NYSE American following consummation of the Transactions; (4) the risk that the Transactions disrupt current plans and operations of FOXO as a result of the announcement and consummation of the Transactions; (5) the ability of the combined company to recognize the anticipated benefits of the Transactions or meet its financial and strategic goals, which may be affected by, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability, maintain relationships with customers, suppliers and retailers and retain its management and key employees; (6) costs related to the Transactions; (7) changes in applicable laws or regulations; (8) the possibility that Delwinds or FOXO may be adversely affected by other economic, business, and/or competitive factors; and (9) the effect of the COVID-19 pandemic on Delwinds and FOXO and their ability to consummate the proposed business combination; and (10) other risks and uncertainties described from time to time in the Proxy Statement/Prospectus, including those under the heading “Risk Factors” therein as well as other risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Delwinds. The foregoing list of factors is not exclusive. Readers are referred to the most recent reports filed with the SEC by Delwinds. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Delwinds and FOXO undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those projections and forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information, cost savings, synergies and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond the control of Delwinds or FOXO.