Material Agreement Form 8 K

On October 13, 2023, FOXO Technologies Inc. (the "Company") entered into a Strata Purchase Agreement (the "Strata Purchase Agreement") with ClearThink Capital Partners, LLC ("ClearThink"), as supplemented by that certain Supplement to Strata Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink. Pursuant to the Strata Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices, and subject to the other terms and conditions set forth in the Strata Purchase Agreement, up to an aggregate of $2,000,000 of the Company's Class A Common Stock.

On August 13, 2024, the Company entered into Amendment No. 1 to the Strata Purchase Agreement pursuant to which the Commitment Amount (as defined in the Strata Purchase Agreement) was increased from $2,000,000 to $5,000,0000.