Exhibit 10.3


 


FORM OF NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


THIS NON-COMPETITION AND NON-SOLICITATION
AGREEMENT (this “Agreement”) is being executed and delivered as of February 24, 2022, by ________________(the
“Subject Party”) in favor of and for the benefit of Delwinds Insurance Acquisition Corp., a Delaware
corporation, (including any successor entity thereto, the “Purchaser”), FOXO Technologies Inc., a Delaware
corporation (the “Company”), and each of the Purchaser’s and/or the Company’s respective present
and future Affiliates, successors and direct and indirect subsidiaries (collectively with the Purchaser and the Company, the “Covered
Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the
Merger Agreement.


 


WHEREAS, on or about the date
hereof, (i) the Purchaser, (ii) DWIN Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger
Sub”), (iii) DIAC Sponsor LLC, in the capacity under the Merger Agreement (as defined below) as the Purchaser Representative
(including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”),
and (iv) the Company entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms
thereof, the “Merger Agreement”), pursuant to which, among other matters, upon the consummation of the transactions
contemplated by the Merger Agreement (the “Closing”), (a) Merger Sub will merge with and into the Company (the
“Merger”), with the Company surviving as the surviving entity (the “Surviving Corporation,”),
following which, (b) all of the issued and outstanding capital stock of the Company immediately prior to the consummation of the Closing
shall no longer be outstanding and shall automatically be cancelled and shall cease to exist in exchange for the right to receive shares
of Class A common stock, par value $0.0001 per share, of the Purchaser (the “Class A Common Stock”) (or, with
respect to certain Company stockholders, shares of newly created Class V common stock, par value $0.0001 per share, of the Purchaser),
and all of the issued and outstanding options and warrants to purchase shares of capital stock of the Company that are outstanding and
unexercised immediately prior to the Closing shall be assumed by the Purchaser and be replaced by options and warrants to purchase shares
of Class A Common Stock, in each case subject to the terms and conditions of the Merger Agreement (the Merger and the other transactions
contemplated by the Merger Agreement, collectively, the “Transactions”);


 


WHEREAS, the Subject Party’s
execution of this Agreement is a material inducement to the Purchaser and the Company to consummate the Transactions and to realize the
goodwill of the Company and its subsidiaries, for which the Subject Party and/or its Affiliates will receive a substantial direct or indirect
financial benefit which the Subject Party agrees constitutes adequate consideration for entering into this Agreement;


 


WHEREAS, the Company, directly
and indirectly through its subsidiaries, operates in the insurance technology sector utilizing epigenetics, aging research and longevity
related consumer engagement to modernize life insurance (collectively, the “Business”);


 


WHEREAS, in connection with,
and as a condition to the execution and delivery of the Merger Agreement and the consummation of the Transactions, and to enable the Purchaser
to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential information
of the Company and its subsidiaries, the Purchaser has required that the Subject Party enter into this Agreement;


 


WHEREAS, the Subject Party
is entering into this Agreement in order to induce the Purchaser to enter into the Merger Agreement and consummate the Transactions, pursuant
to which the Subject Party will directly or indirectly receive a material benefit; and


 






     


    


    

 


WHEREAS, the Subject Party,
as a director, officer, or employee of the Company has contributed to the value of the Company and its subsidiaries and has obtained extensive
and valuable knowledge and confidential information concerning the Business of the Company and its subsidiaries.


 


NOW, THEREFORE, in order to
induce the Purchaser to enter into the Merger Agreement and consummate the Transactions, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:


 


1.  Restriction
on Competition.


 


(a)  Restriction.
The Subject Party hereby agrees that during the period from the Closing until the two (2) year anniversary of the Closing Date (the “Restricted
Period”) the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written
consent of the Purchaser (which may be withheld in its sole discretion), anywhere in the United States or in any other markets in which
the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of the Closing Date or during the
Restricted Period (the “Territory”), directly or indirectly engage in the Business (other than through a Covered
Party) or own, manage, finance or control, or participate in the ownership, management, financing or control of, or become engaged or
serve as an officer, director, member, partner, employee, agent, consultant, contractor, advisor or representative of, a business or entity
(other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding the foregoing, the
Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests
in a Competitor, so long as the Subject Party and its Affiliates and immediate family members are not involved in the management or control
of such Competitor (“Permitted Ownership”).


 


(b)  Acknowledgment.
The Subject Party acknowledges and agrees, based upon the advice of legal counsel which the Subject Party acknowledges has been sought
by and provided to the Subject Party to its satisfaction and the Subject Party’s own education, experience and training, that (i)
the Subject Party possesses knowledge of confidential information of the Company and its subsidiaries and the Business, (ii) the Subject
Party’s execution of this Agreement is a material inducement to the Purchaser and the Company to consummate the Transactions and
to realize the goodwill of the Company and its subsidiaries, for which the Subject Party and/or its Affiliates will receive a substantial
direct or indirect financial benefit which the Subject Party agrees constitutes adequate consideration for entering into this Agreement,
and that the Purchaser and the Company would not have entered into the Merger Agreement or consummated the Transactions but for the Subject
Party’s agreements set forth in this Agreement; (iii) it would impair the goodwill of the Company and its subsidiaries and reduce
the value of the assets of the Company and its subsidiaries and cause serious and irreparable injury if the Subject Party were to use
its ability and knowledge by engaging in the Business in competition with a Covered Party, and/or to otherwise breach the obligations
contained herein and that the Covered Parties would not have an adequate remedy at law because of the unique nature of the Business, (iv)
the Subject Party and its Affiliates have no intention of engaging in the Business (other than through the Covered Parties) during the
Restricted Period other than through Permitted Ownership, (v) the relevant public policy aspects of restrictive covenants, covenants not
to compete and non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon the
Subject Party to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi) the Covered
Parties conduct and intend to conduct the Business everywhere in the Territory and compete with other businesses that are or could be
located in any part of the Territory, (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited activity,
geographic area covered, scope and duration and do not impose an undue hardship on the Subject Party and will not prevent the Subject
Party from earning a living, (viii) the consideration provided to the Subject Party under this Agreement and the Merger Agreement is not
illusory, and (ix) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests
of the Covered Parties.


 



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2.  No
Solicitation; No Disparagement.


 


(a)  No
Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party and its
Affiliates will not, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), either on its
own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s
duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant
or otherwise any Covered Personnel (as defined below), provided that with respect to this Section 2(a)(i), the Purchaser’s
consent shall not be unreasonably withheld; solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing)
any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii)
in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided,
however, the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel
voluntarily and independently solicits an offer of employment from the Subject Party or its Affiliate (or other Person whom any of them
is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party
or its Affiliate (or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered
Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel”
shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties, as of such date of the relevant
act prohibited by this Section 2(a) or during the one (1) year period preceding such date.


 


(b)  Non-Solicitation
of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and its Affiliates will
not, directly or indirectly, without the prior written consent of the Purchaser (which may be withheld in its sole discretion), individually
or on behalf of any other Person or entity (other than, if applicable, a Covered Party in the performance of the Subject Party’s
duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt
to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered
Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise
alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business;
(ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any
Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for
business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business;
or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent
or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered
Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person
or entity who is or was an actual customer, contractor or client (or prospective customer, contractor or client with whom a Covered Party
actively marketed or made or taken specific action to make a proposal) of a Covered Party, as of such date of the relevant act prohibited
by this Section 2(b) or during the one (1) year period preceding such date.


 


(c)  Non-Disparagement.
The Subject Party agrees that from and after the Closing until the two (2) year anniversary of the end of the Restricted Period, the Subject
Party and its Affiliates will not, directly or indirectly engage in any conduct that involves the making or publishing (including through
electronic mail distribution or online social media) of any written or oral statements or remarks (including the repetition or distribution
of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity, reputation
or good will of one or more Covered Parties or their respective management, officers, employees, independent contractors or consultants.
Notwithstanding the foregoing, subject to Section 3 below, the provisions of this Section 2(c) shall not restrict the Subject
Party or its Affiliates from providing truthful testimony or information in response to a subpoena or investigation by a Governmental
Authority or in connection with any legal action by the Subject Party or its Affiliate against any Covered Party under this Agreement,
the Merger Agreement or any other Ancillary Document that is asserted by the Subject Party or its Affiliate in good faith.


 






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3.  Confidentiality.
From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep confidential and not (except,
if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or indirectly use, disclose,
reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written consent of the Purchaser
(which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information” means
all material and information relating to the business, affairs and assets of any Covered Party, including material and information that
concerns or relates to such Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative,
management, operational, data processing, financial, marketing, customers, sales, human resources, employees, vendors, business development,
planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic,
or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party through its Representatives, or
provided to such Covered Party by its suppliers, service providers or customers; and (B) intended and maintained by such Covered Party
or its Representatives, suppliers, service providers or customers to be kept in confidence. Covered Party Information also includes information
disclosed to any Covered Party by a third party to the extent that a Covered Party has an obligation of confidentiality in connection
therewith. The obligations set forth in this Section 3 will not apply to any Covered Party Information where the Subject Party
can prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality agreement
or other confidentiality obligation with respect to such material or information; (ii) is or becomes publicly known through no violation
of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already in the possession
of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other confidentiality
obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed pursuant to an order of
any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable prior written
notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any Covered Party
to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still required, the
Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly required by such order,
as it may be subsequently narrowed).


 


4.  Representations
and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of
this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform
all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the
performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or breach of any agreement
or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party certifies and
acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily
and knowingly enters into this Agreement.


 


5.  Remedies.
The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and
extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the
amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that,
in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable
Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity
or pursuant to the Merger Agreement or the other Ancillary Documents that may be available to the Covered Parties, including monetary
damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining
or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient
or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the Covered Party’s attorneys’
fees and costs incurred in enforcing the Covered Party’s rights under this Agreement. The Subject Party hereby consents to the award
of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. The Subject Party
hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement
(or any other non-competition agreement with the Subject Party) under or in connection with the Merger Agreement shall not be considered
a measure of, or a limit on, the damages of the Covered Parties.


 






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6.  Survival
of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability arising
from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time period
during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be computed by
excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.


 


7.  Miscellaneous.


 


(a)  Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means (including email), with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	
     

    If to the Purchaser at or prior to the Closing,
    to:

     

    Delwinds Insurance Acquisition Corp.

    One City Centre

    1021 Main Street, Suite 1960

    Houston, TX 77002

    Attn: Andrew J. Poole

    Telephone: (713) 337-4077

    Email: andrew@delwinds.com

     
	 	
     

    With a copy (which will not constitute notice)
    to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Matthew A. Gray, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: mgray@egsllp.com

    




 






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    If to the Purchaser after the Closing, to:

     

    Delwinds Insurance Acquisition Corp.

    One City Centre

    1021 Main Street, Suite 1960

    Houston, TX 77002

    Attn: Andrew J. Poole

    Telephone: (713) 337-4077

    Email: andrew@delwinds.com and

     

    If to the Purchaser Representative, to:

     

    DIAC Sponsor LLC

    One City Centre

    1021 Main Street, Suite 1960

    Houston, TX 77002

    Attn: Andrew J. Poole

    Telephone: (713) 337-4077

    Email: andrew@delwinds.com
	 	
     

    with a copy (which shall not constitute notice)
    to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Matthew A. Gray, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: mgray@egsllp.com

    

	

                                                                                 

                                                                                If to the Subject Party, to:
 the address below the Subject Party’s name on the signature page to this Agreement.

                                                                                 



 


(b)  Integration
and Non-Exclusivity. This Agreement, the Merger Agreement and the other Ancillary Documents contain the entire agreement between the
Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of
the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether
at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of
the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates,
under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition,
misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii)
otherwise conferred by contract, including the Merger Agreement and any other written agreement between the Subject Party or its Affiliate
and any of the Covered Parties. Nothing in the Merger Agreement will limit any of the obligations, liabilities, rights or remedies of
the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Merger Agreement or any other agreement between
the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties
under this Agreement. If any term or condition of any other agreement between the Subject Party or its Affiliate and any of the Covered
Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms will control as to the
Subject Party or its Affiliate, as applicable.


 


(c)  Severability;
Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this
Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i)
such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent,
(ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such
provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such
provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability
of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid, illegal or unenforceable
provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of
such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent jurisdiction determines that
any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court will
have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form,
such provision will then be enforceable. The Subject Party will, at a Covered Party’s request, join such Covered Party in requesting
that such court take such action.


 






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(d)  Amendment;
Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject Party,
the Purchaser and the Purchaser Representative (or their respective permitted successors or assigns). No waiver will be effective unless
it is expressly set forth in a written instrument executed by the waiving party (and if such waiving party is a Covered Party, the Purchaser
Representative) and any such waiver will have no effect except in the specific instance in which it is given. Any delay or omission by
a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any term, covenant, or condition
of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver or relinquishment of any
right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right or power at any other time
or times.


 


(e)  Dispute
Resolution. Any dispute, difference, controversy or claim arising in connection with or related or incidental to, or question occurring
under, this Agreement or the subject matter hereof (other than applications for a temporary restraining order, preliminary injunction,
permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 7(e)) (a “Dispute”)
shall be governed by this Section 7(e). A party must, in the first instance, provide written notice of any Disputes to the other
parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. Any
Dispute that is not resolved may at any time after the delivery of such notice immediately be referred to and finally resolved by arbitration
pursuant to the then-existing Expedited Procedures of the Commercial Arbitration Rules (the “AAA Procedures”)
of the American Arbitration Association (the “AAA”). Any party involved in such Dispute may submit the Dispute
to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict,
the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in
any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject
to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements.
The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business
Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient.
The arbitrator shall decide the Dispute in accordance with the substantive law of the State of New York. Time is of the essence. Each
party shall submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment
of the arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing, anything consistent with this
Agreement, the Ancillary Documents and applicable Law, including to perform its contractual obligation(s); provided, that the arbitrator
shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties,
as applicable) to comply with only one or the other of the proposals. The arbitrator's award shall be in writing and shall include a reasonable
explanation of the arbitrator's reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County,
State of New York. The language of the arbitration shall be English.


 






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(f)
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State
of New York without regard to the conflict of laws principles thereof. Subject to Section 7(e), all Actions arising out of or relating
to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate
courts thereof) (the “Specified Courts”). Subject to Section 7(e), each party hereto hereby (a) submits
to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto, (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any
claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or
the transactions contemplated hereby may not be enforced in or by any Specified Court and (c) waives any bond, surety or other security
that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law or in equity. Each party irrevocably
consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions
contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at
the applicable address set forth in Section 7(a). Nothing in this Section 7(f) shall affect the right of any party to serve
legal process in any other manner permitted by Law.





 


(g)  WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


(h)  Successors
and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s estate,
successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each Covered
Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which acquires,
in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of such Covered
Party or all or substantially all of the assets of such Covered Party and its subsidiaries, taken as a whole, without obtaining the consent
or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement are personal
and will not be assigned by the Subject Party. Each of the Covered Parties are express third party beneficiaries of this Agreement and
will be considered parties under and for purposes of this Agreement.


 


(i)  Purchaser
Representative Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that the Purchaser Representative
is authorized and shall have the sole right to act on behalf of Purchaser and the other Covered Parties under this Agreement, including
the right to enforce the Purchaser’s rights and remedies under this Agreement. Without limiting the foregoing, in the event that
the Subject Party serves as a director, officer, employee or other authorized agent of a Covered Party, the Subject Party shall have no
authority, express or implied, to act or make any determination on behalf of a Covered Party in connection with this Agreement or any
dispute or Action with respect hereto.


 






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(j)  Construction.
The Subject Party acknowledges that the Subject Party has been represented, or had the opportunity to be represented by, counsel of the
Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will
not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history of this
Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and subheadings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
In this Agreement: (i) the words “include,” “includes” and “including” when used herein shall be deemed
in each case to be followed by the words “without limitation”; (ii) the definitions contained herein are applicable to the
singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (iv)
the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each
case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement; (v) the word “if”
and other words of similar import when used herein shall be deemed in each case to be followed by the phrase “and only if”;
(vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or referred to herein or in any
agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented,
including by waiver or consent and references to all attachments thereto and instruments incorporated therein.


 


(k)  Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. A photocopy,
faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity and enforceability
as an originally signed copy.


 


(l)  Effectiveness.
This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the consummation of the Transactions. In the event that the Merger Agreement is validly terminated
in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically terminate and become null
and void, and the parties shall have no obligations hereunder.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.


 


	 	Subject Party: 
	 	 

                                                                     

	 	Name:



 


	 	Address
    for Notice:
	 	 
	 	Address:	
	 	
	 	
	 	Facsimile No.:	
	 	Telephone No.:	
	 	Email:	



 






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Acknowledged and accepted as of the date
first written above:


 


The Purchaser: 


 


Delwinds Insurance Acquisition Corp. 


 


	By:	 	



	Name:	 	



	Title:	 	



 




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The Company:


 


FOXO TECHNOLOGIES INC.,


 


	By:	 	



	Name:	 	



	Title:	 	








 


 


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