Delwinds Insurance Acquisition Corp. Announces Forward Purchase Agreement and Amended Backstop Agreements

Houston, TX, Sept. 14, 2022 (GLOBE NEWSWIRE) -- Delwinds Insurance Acquisition Corp. (“DWIN” or the “Company”) (NYSE: DWIN), a publicly traded special purpose acquisition company, announced today that it has entered into a Forward Share Purchase Agreement (the "Purchase Agreement") with Meteora Capital Partners or its affiliates (collectively, “Meteora”) pursuant to which Meteora (i) has committed to owning, as of the date (the “BC Closing Date”) of consummation of DWIN’s previously announced business combination with FOXO Technologies Inc. (the “Business Combination” and “FOXO”), a certain number of shares of DWIN Class A common stock (“Public Shares”), and (ii) may purchase up to an additional number of Public Shares from other holders of Public Shares, which shares in the aggregate may be up to a maximum of 3,000,000 shares (the “Meteora Shares”). The Meteora Shares are subject to an agreement between the Company and Meteora in effect for a period of up to fifteen (15) months after the BC Closing Date. Pursuant to such arrangement, Meteora has the right to sell the Meteora Shares in the open market and, at the end of the term of the Meteora  agreement, or upon an accelerated maturity date (applicable upon the occurrence of certain events, including based on a the trading price per share of the Class A common stock of the combined company after the Business Combination (the “Combined Company”)), to require the Combined Company to purchase any Meteora Shares held by Meteora as of the fifteen (15) month anniversary of the BC Closing Date at a price equal to the redemption price per Public Share at the Closing of the Business Combination(the “Redemption Price”).

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