Foxo SPAC Presentation Deck slide image

Foxo SPAC Presentation Deck

STRUCTURED FOR SUCCESS Transacting with delwinds Delwinds Insurance Acquisition Corp. Andrew Poole Chairman and CEO IGI TIBERIUS GRAY Diamond back SAIC Swiss Re Hayley Locker Managing Director CINCTIVE B.A:M: Aptigon SCORIA Morgan Stanley FOXO INVESTOR DECK 2022 Page 4 Industry Validator Unparalleled access to potential customer relationships and insurance leaders • Tiberius sponsor remains invested in NASDAQ: IGIC since transaction close and has continued board participation (12) Transaction structure aligned with investors Approximately one-third of deal consideration is subject to management earn-out dependent on achievement of strategic milestones FOXO shareholders rolling 100% of their interest into transaction (3) Transaction closing not dependent on minimum cash condition (1) Mr. Poole was the Chief Investment Officer of Tiberius Acquisition Corporation (Nasdaq: TIBR), or Tiberius, a blank check company which went public in March 2018 with $174.225 million held in trust and which consummated its initial business combination with International General Insurance Holdings Ltd. (Nasdaq: IGIC), or IGI, an international specialty insurance and reinsurance group registered in Bermuda, in March 2020, on the day after the CBOE Volatility Index, or VIX, (which tracks the 30-day implied volatility of the S&P 500) closed at a record high. (2) Lagniappe Ventures, LLC distributed >85% ownership in IGIC to Mr. Poole, Michael T. Gray, Bryce Quin and The Gray Insurance Company, who, collectively, have increased their shareholdings in IGIC since transaction close. (3) Transaction provides FOXO Management with Class V common shares.
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