Foxo SPAC Presentation Deck

Disclaimer Continued Financial Information; Use of Projections The financial and operating forecasts and projections contained herein represent certain estimates of FOXO as of the date thereof and include projected financial numbers, including revenues, valuation and other metrics derived therefrom. FOXO's independent public accountants and auditors have not examined, reviewed or compiled the forecasts or projections and, accordingly, does not express an opinion or other form of assurance with respect thereto. Furthermore none of FOXO or its management team can give any assurance that the forecasts or projections contained herein accurately represents FOXO's future operations or financial condition. Such information is subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance FOXO or that actual results will not differ materially from those presented in these materials. Some of the assumptions upon which the projections are based inevitably will not materialize and unanticipated events may occur that could affect results. Therefore, actual results achieved during the periods covered by the projections may vary materially from the projected results. Inclusion of the prospective financial information in these materials should not be regarded as a representation by any person that the results contained in the prospective financial information are indicative of future results or will be achieved. Use of Non-GAAP Financial Matters This Presentation and the accompanying oral presentation include certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") with respect to FOXO's expected future performance and other metrics derived therefrom. These non-GAAP financial measures may exclude items that are significant in understanding and assessing FOXOS financial results. These non-GAAP measures are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP as a measure of our liquidity, profitability or performance. Not all of the information necessary for a quantitative reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time. Delwinds and FOXO believe that these forward-looking non-GAAP measures of financial results provide useful supplemental information about FOXO. FOXO's management uses these forward-looking non-GAAP measures to evaluate FOXO's projected financial and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example other companies may calculate non-GAAP measures differently or may use other measures to calculate their financial performance, and therefore FOXO's non-GAAP measures may not be directly comparable to similarly titled measures of other companies. The presentation of such non-GAAP measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that FOXO's future results and cash flows will be unaffected by other unusual or nonrecurring items. Industry and Market Data This Presentation has been prepared by FOXO and includes market data and other statistical information from third-party sources. Although FOXO believes these third-party sources are reliable as of their respective dates, none of Delwinds, FOXO, or any of their respective affiliates has independently verified the accuracy or completeness of this information. Some data are also based on FOXO's good faith estimates, which are derived from both internal sources and the third-party sources described above. None of Delwinds, FOXO, their respective affiliates, nor their respective advisors, directors, officers, employees, members, partners, stockholders or agents make any representation or warranty with respect to the accuracy of such information. None of Delwinds, FOXO or their respective affiliates, advisors, directors, officers, employees, members, partners, stockholders or agents or the providers of any such third party information or any other person are responsible for any errors or omissions therein (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Each of Delwinds, FOXO and their respective affiliates, advisors, directors, officers, employees, members, partners, stockholders and agents expressly disclaims any responsibility or liability for any damages or losses in connection with the use of such information herein. Important Information Neither the delivery of this Presentation nor the purchase of any of the securities, assets, businesses or undertakings of FOXO after the date hereof shall, under any circumstances, be construed to indicate or imply that there has been no change in the affairs of FOXO since the date hereof. This Presentation does not purport to be all-inclusive or to contain all the information that a Recipient may desire in deciding whether or not to proceed with the Proposed Transaction and is not intended to form the basis of any investment decision. No representation or warranty, express or implied, is or will be given by Delwinds, FOXO or their respective affiliates, representatives, advisors, directors or employees and no responsibility or liability or duty of care is or will be accepted by Delwinds, FOXO or their respective affiliates, representatives, advisers, directors or employees as to the accuracy, completeness, reliability or reasonableness of the information or opinions contained in this Presentation or supplied herewith or any other written or oral information made available to any interested party or its advisers in connection with the Proposed Transaction or otherwise in connection with this Presentation. To the fullest extent possible, by receiving this Presentation the Recipient acknowledges and agrees it is not relying on any information set forth in this Presentation and releases each of Delwinds, FOXO and each of their respective affiliates, representatives, advisers, directors and employees in all circumstances from any liability with respect to the Recipient's participation, or proposed participation, in the Proposed Transaction. In addition, no responsibility or liability or duty of care is or will be accepted by Delwinds, FOXO or their respective affiliates, representatives, advisers, directors or employers for updating or revising this Presentation or providing any additional information to any Recipient and any such liability s expressly disclaimed. Accordingly, none of Delwinds, FOXO or their affiliates, advisers, directors or employees shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Presentation or in any other information or communications in connection with the Proposed Transaction. In particular, no representation or warranty of Delwinds, FOXO or their respective affiliates is given as to the achievement or reasonableness of future projections, management targets, estimates, prospects or turns, if any. Recipients should make their own investigation of the Proposed Transo Delwinds, FOXO and any related entity and all informati provided. vinds and FOXO each reserve the right, without reasons or advance notice, to change or terminate the procedure relating to the Proposed Transaction or any other transaction involving Delwinds or FOXO or to terminate negotiations at any time prior to the signing of any binding agreement in relation thereto. Trademarks and Intellectual Property All trademarks, service marks, and trade names of FOXO, its affiliates or other parties used herein are trademarks, service marks, or registered trade names of FOXO or such other parties, as noted herein. Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is solely for convenience and i not intended to, and does not imply, a relationship with FOXO, or an endorsement or sponsorship by or of FOXO or any other party. The trademarks, service marks and trade names referred to in this presentation may appear without the *, TM or SM symbols, but such references are not intended to indicate, in any way, that FOXO will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. FOXO INVESTOR DECK 2022 Page 3