Exhibit 10.2


 


FORM OF LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this
“Agreement”) is made and entered into as of February 24, 2022 by and among (i) Delwinds Insurance Acquisition
Corp. a Delaware corporation, (including any successor entity thereto, the “Purchaser”), (ii) 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 (iii) the undersigned
(“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such
term in the Merger Agreement (defined below).


 


WHEREAS, on or about
the date hereof, (i) the Purchaser, (ii) Delwinds Insurance Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
the Purchaser (“Merger Sub”), (iii) the Purchaser Representative, and (iv) FOXO Technologies Inc., a
Delaware corporation (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 Merger Sub will
merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”), and as
a result of which, (a) all of the issued and outstanding capital stock of the Company immediately prior to the consummation of the Merger
(the “Closing”) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist,
in exchange for the right to receive Stockholder Merger Consideration, with holders of Company Class B Common Stock receiving Purchaser
Class V Common Stock for such shares of Company Class B Common Stock and all other holders of Company Stock receiving Purchaser Class
A Common Stock for such shares of other Company Stock and (b) the Company Options shall be assumed by Purchaser with the result that such
assumed Company Options shall be replaced with Assumed Options (as adjusted in accordance with the terms of the Merger Agreement) exercisable
into shares of Purchaser Common Stock, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance
with the applicable provisions of the of the DGCL;


 


WHEREAS, it is a condition
to the consummation of the Merger that, on or prior to the Closing Date, the holders of Company Preferred Stock and Company Convertible
Debt shall either exchange or convert all of their issued and outstanding shares of Company Preferred Stock and Company Convertible Debt
for shares of Company Common Stock at the applicable conversion ratio (including any accrued or declared but unpaid dividends or interest)
in accordance with the terms of the Merger Agreement (the “Company Preferred Stock and Convertible Debt Exchange”);


 


WHEREAS, as of the
date hereof, Holder is a holder of the Company Securities in such amounts as set forth underneath Holder’s name on the signature
page hereto; and


 


WHEREAS, pursuant to
the Merger Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into
this Agreement, pursuant to which the Stockholder Merger Consideration, and/or the Assumed Options and all Purchaser Common Stock underlying
the Assumed Options received by Holder in the Merger (all such securities, together with any securities paid as dividends or distributions
with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”)
shall become subject to limitations on disposition as set forth herein.


 




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NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to
be legally bound hereby, the parties hereby agree as follows:

 


1. Lock-Up Provisions.


 


(a)
Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and
ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) if the Insider Letter is amended following the
Insider Letter Agreement Approval prior to the Closing, six (6) months after the date of the Closing, and (C) the date after the Closing
on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that
results in all of Purchaser’s stockholders having the right to exchange their equity holdings in Purchaser for cash, securities
or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention
to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of
Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited
Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder
(I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (III) pursuant
to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil
union; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes
and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted
Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted
Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee”
shall mean: (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean
with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse,
and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and
siblings), (B) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (C) if Holder is a trust, the
trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is an entity, as a distribution to
limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder,
and (E) any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser
Representative that are consistent with the foregoing or that are necessary to give further effect thereto.


 


(b)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer
shall be null and void ab initio, and Purchaser shall refuse to recognize any such purported transferee of the Restricted Securities as
one of its equity holders for any purpose. In order to enforce this Section 1, Purchaser may impose stop-transfer instructions
with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.


 


(c)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a
legend in substantially the following form, in addition to any other applicable legends:


 


“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF FEBRUARY 24, 2022, BY AND
AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), A CERTAIN REPRESENTATIVE OF THE ISSUER NAMED THEREIN AND THE
ISSUER’S SECURITY HOLDER NAMED THEREIN. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE
HOLDER HEREOF UPON WRITTEN REQUEST.”


 






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(d)
For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the Purchaser during the Lock-Up Period,
including the right to vote any Restricted Securities, subject to the terms of the Merger Agreement and, the Voting Agreement.


 


2. Miscellaneous.


 


(a) Termination of Merger
Agreement. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement
shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Merger
Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties
hereunder shall automatically terminate and be of no further force or effect.


 


(b) Binding Effect; Assignment.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and may not be transferred or delegated
by Holder at any time. The Purchaser may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor
entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.
If the Purchaser Representative is replaced in accordance with the terms of the Merger Agreement, the replacement Purchaser Representative
shall automatically become a party to this Agreement as if it were the original Purchaser Representative hereunder.


 


(c) Third Parties. Nothing
contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby
shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or
thereto or a successor or permitted assign of such a party.


 


(d) Governing Law; Jurisdiction.
This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflict of law principles thereof. 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”). Each party hereto hereby (i) 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 and (ii) 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. 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. 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 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve
legal process in any other manner permitted by applicable law.


 




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(e) 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 (i) 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 (ii) 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
2(e).


 


(f) Interpretation. The
titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement 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; (ii)
“including” (and with correlative meaning “include”) means including without limiting the generality of any description
preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)
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; and (iv) the term
“or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.


 


(g) 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, 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 Representative or, at or prior to the Closing, Purchaser, to:	With a copy (which will not constitute notice) to:
	 	 
	DIAC Sponsor LLC	Ellenoff Grossman & Schole LLP
	One City Centre	1345 Avenue of the Americas, 11th Floor
	1021 Main Street, Suite 1960	New York, New York 10105
	Houston, TX 77002	Attn: Matthew A. Gray, Esq.
	Attn: Andrew J. Poole	Facsimile No.: (212) 370-7889
	Telephone: (713) 337-4077	Telephone No.: (212) 370-1300
	Email: andrew@delwinds.com	Email: mgray@egsllp.com



 



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	If to the Purchaser after the Closing, to:	with a copy (which shall not constitute notice) to:
	 	 
	Delwinds Insurance Acquisition Corp.	Ellenoff Grossman & Schole LLP
	One City Centre	1345 Avenue of the Americas, 11th Floor
	1021 Main Street, Suite 1960	New York, New York 10105
	Houston, TX 77002	Attn: Matthew A. Gray, Esq.
	Attn: Andrew J. Poole	Facsimile No.: (212) 370-7889
	Telephone: (713) 337-4077	Telephone No.: (212) 370-1300
	Email: andrew@delwinds.com and	Email: mgray@egsllp.com
	 	 
	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	 
	 	 
	If to Holder, to:  the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of the Purchaser and the Purchaser Representative (and each of their copies for notices hereunder).



 


(h) Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written consent of the Purchaser, the Purchaser Representative and
Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such term, condition, or provision.


 


(i) Severability. In
case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the 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.


 


(j) Specific
Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event
of a breach of this Agreement by Holder, money damages will be inadequate and Purchaser (and the Purchaser Representative on behalf
of the Purchaser) will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached.
Accordingly, each of the Purchaser and the Purchaser Representative shall be entitled to an injunction or restraining order to
prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to
post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or
remedy to which such party may be entitled under this Agreement, at law or in equity.


 






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(k) Entire Agreement.
This Agreement, together with the Merger Agreement to the extent referred to herein, constitutes the full and entire understanding and
agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject
matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing
shall not affect the rights and obligations of the parties under the Merger Agreement or any Ancillary Document. Notwithstanding the
foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Purchaser and the Purchaser Representative or any
of the obligations of Holder under any other agreement between Holder and the Purchaser or the Purchaser Representative or any certificate
or instrument executed by Holder in favor of the Purchaser or the Purchaser Representative, and nothing in any other agreement, certificate
or instrument shall limit any of the rights or remedies of the Purchaser or the Purchaser Representative or any of the obligations of
Holder under this Agreement.


 


(l) Further Assurances.
From time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable
cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably
necessary to consummate the transactions contemplated by this Agreement.


 


(m) Counterparts; Facsimile. 
This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document transmission), each
of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


{Remainder of Page Intentionally Left Blank;
Signature Pages Follow}


 




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IN WITNESS WHEREOF,
the parties have executed this Lock-Up Agreement as of the date first written above.


 


	 	Purchaser:
	 	 
	 	Delwinds Insurance Acquisition Corp.
	 	 	 
	 	By:	 
	 	Name: 	                        
	 	Title:	 
	 	 	 
	 	Purchaser Representative:
	 	 
	 	DIAC Sponsor LLC, solely in the capacity under the Merger Agreement as the Purchaser Representative
	 	 	 
	 	By:	 
	 	Name:	
	 	Title:	 



 


{Additional Signature on the Following Page}


 


{Signature Page to Lock-Up Agreement}

 






     


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Lock-Up Agreement as of the date first written above. 


 





	Holder:	 	 
	 	 	 
	Name of Holder:	                	 


 


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


Number of Shares, Options and Other Company Securities:


 


Company Stock:__________________________________________________


______________________________________________________________


Company Options:________________________________________________


______________________________________________________________


Other Company Securities: _________________________________________


______________________________________________________________ 


 


Address for Notice:


 


Address:____________________________________


___________________________________________


___________________________________________


 


Facsimile No.:_________________________________


Telephone No.:________________________________


Email: :______________________________________



 


{Signature Page to Lock-Up Agreement}