Exhibit
10.6


 


BACKSTOP
SUBSCRIPTION AGREEMENT


 


February
__, 2022


 


Delwinds
Insurance Acquisition Corp.


One
City Centre


1021
Main Street, Suite 1960


Houston,
TX 77002


 


Ladies
and Gentlemen:


 


In
connection with the contemplated business combination (the “Transaction”) between Delwinds Insurance Acquisition Corp.,
a Delaware corporation (together with any successor, the “Company”), and FOXO Technologies Inc., a Delaware corporation
(“Target”), pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended,
the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, the Company
is seeking commitments to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
for a purchase price of $10.00 per share (the “Purchase Price”).  The Company is offering shares of Common Stock
in a private placement (the “Offering”) in which the Company expects to sell and issue a number of shares of Common
Stock pursuant to backstop commitments through subscription agreements on substantially the same terms hereof for an aggregate commitment
amount, when combined with the commitment hereunder, of $10,000,000 (together with this Backstop Subscription Agreement, the “Backstop
Agreements”) to ensure that the Company will have at least Ten Million U.S. Dollars ($10,000,000) in cash and cash equivalents
(the “Threshold Amount”) as of the Transaction Closing (as defined below), including remaining funds in its Trust
Account (as defined below) after redemptions of Public Stockholders (as defined below), but prior to the payment of the Company’s
transaction expenses and other liabilities (and without double-counting Convertible Debt as described below); provided, that the Threshold
Amount will be reduced by up to Five Million U.S. Dollars ($5,000,000) for (a) the issuance by the Company at the Closing, whether to
the Subscriber or other investors, of convertible debt financing (the “Convertible Debt”) upon terms and conditions
generally no worse to the Company than those set forth on Schedule 1 hereto, and (b) any portion of the deferred underwriting
expenses owed as of the date hereof to the Company’s underwriter(s) from the Company’s initial public offering (the “IPO”)
which are reduced or paid in equity securities of the Company by agreement with the underwriter(s), or some combination thereof (the
aggregate amount of clauses (a) through (b), the “Threshold Reduction”). In connection therewith, the undersigned
subscriber (“Subscriber”) and the Company agree in this Backstop Subscription Agreement (this “Subscription
Agreement”) as follows:


 


1.
Subscription.  As of the date written above (the “Subscription Date”), the Subscriber hereby irrevocably
subscribes for and agrees to purchase from the Company up to such number of shares of Common Stock as is set forth on the signature page
of this Subscription Agreement (together with any equity securities that may be issued in exchange therefore in connection with the Transaction,
the “Shares”) at the Purchase Price per Share and on the terms provided for herein.  The number of Shares to
be purchased by the Subscriber shall be calculated by first determining the cash and cash equivalents available to the Company on the
Closing Date (as defined below), after redemptions of shares held by Public Stockholders but prior to the payment of expenses and other
liabilities of the Company, and prior to any issuances under this Subscription Agreement or any of the other Backstop Agreements (the
“Available Cash”).  If Available Cash plus the Threshold Reduction (up to a maximum of $5 million) is less than
the Threshold Amount, the Subscriber shall purchase such number of Shares at the Purchase Price per Share (the “Threshold Contribution”)
as shall represent seventy-five percent (75%) of the excess of the Threshold Amount over the sum of the Available Cash plus the
Threshold Reduction (up to a maximum of $5 million) (subject to a maximum number of Shares as set forth on the signature page to this
Subscription Agreement).  In the event the Available Cash shall equal or exceed the Minimum Cash, the Subscriber shall have no obligation
to (and, for the avoidance of doubt, shall not be entitled to) purchase Shares pursuant to this Subscription Agreement.


 






     


     


    

 


2.
Closing; Delivery of Shares.


 


(a)
The closing of the sale of Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs,
the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction
Closing”). The Closing shall occur on the date of, and immediately prior to, the Transaction Closing.


 


(b)
The Company shall provide written notice (which may be via email) to the Subscriber (the “Closing Notice”) that the
Company reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”)
that is not less than three (3) business days after the date of the Closing Notice, which Closing Notice shall contain the Company’s
wire instructions for the payment. The payment by the Subscriber shall be made at such time and in such manner as the Company and the
Subscriber shall agree.


 


(c)
On the Closing Date, promptly after the Closing, the Company shall deliver (or cause the delivery of) the Shares to the Subscriber (or
its permitted assignee) in book-entry form with restrictive legends for the number of Shares as set forth on the signature page to the
Subscriber as indicated on the signature page or to a custodian designated by the Subscriber, as applicable, as indicated below.


 


(d)
In the event that the Transaction is structured where a new entity will become the successor public company to the Company in the Transaction
or will become a parent company of the Company whose securities are issued in consideration of or in exchange for the Company’s
securities (the “Successor”), then as a condition to consummating the Transaction, the Successor will agree in writing
to be bound by the terms of this Subscription Agreement that apply to the Company after the Closing, and any references in this Subscription
Agreement to the Shares will include any equity securities of the Successor that are issued in consideration of or exchange for the Shares.


 


3.
Closing Conditions.  In addition to the condition set forth in the first sentence of Section 2(a) above:


 


(a)
The Closing is also subject to the satisfaction or valid waiver by each party of the conditions that, on the Closing Date:


 


(i)
no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of
any proceedings for any of such purposes, shall have occurred and be continuing (other than any such suspension with respect to the Shares
of the Company in connection with the Transaction Closing if, as part of the Transaction, securities of the Successor are expected to
be admitted to trading);


 


(ii)
no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, issued, promulgated, enforced
or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has
the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation
of the transactions contemplated hereby; and


 


(iii)
all material conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied (as determined
in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the
Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing or the Closing,
a applicable).


 


(b)
The obligations of the Company to consummate the Closing are also subject to the satisfaction or valid waiver by the Company of the additional
conditions that, on the Closing Date:


 


(i)
all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality (as defined below), which representations and
warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as
of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified
as to materiality, which representations and warranties shall be true and correct in all respects) as of such date), and consummation
of the Closing, shall constitute a reaffirmation by the Subscriber of each of the representations, warranties and agreements of the Subscriber
contained in this Subscription Agreement as of the Closing Date; and


 






    2


     


    

 


(ii)
the Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.


 


(c)
The obligations of the Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by the Subscriber of
the additional conditions that, on the Closing Date:


 


(i)
all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein),
which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations
and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties
that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all
respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Company of each of the representations,
warranties and agreements of the Company contained in this Subscription Agreement as of the Closing Date; and


 


(ii)
the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing.


 


4.
Company Representations and Warranties.  The Company represents and warrants to the Subscriber that:


 


(a)
As of the date hereof, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State
of Delaware.  Immediately following the Transaction Closing under the Transaction Agreement, the Company will be validly existing
and in good standing under the laws of its jurisdiction of organization.  The Company has the corporate power and authority to own,
lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations
under this Subscription Agreement.


 


(b)
The Shares have been duly authorized and, when issued and delivered to the Subscriber against full payment therefor in accordance with
the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable and will not have been issued
in violation of or subject to any preemptive or similar rights created under the Company’s Amended and Restated Certificate of
Incorporation or under the laws of the State of Delaware.


 


(c)
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company
to enter into the Subscription Agreement, and to issue the Securities at the Closing been taken by the Company’s Board of Directors,
and as of the Closing, will have been taken by the Company’s stockholders. This Subscription Agreement has been duly authorized,
executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or
otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting
the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


(d)
The issuance and sale of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the
consummation of the transactions herein will be done in accordance with the New York Stock Exchange rules and will not conflict with
or result in (i) a material breach or material violation of any of the terms or provisions of, or constitute a material default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of
its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement
or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound
or to which any of the property or assets of the Company is subject, which would have a material adverse effect on the business, properties,
financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”)
or materially affect the validity of the Shares or the legal authority of the Company to comply in all material respects with the terms
of this Subscription Agreement; (ii) any material violation of the provisions of the organizational documents of the Company; or (iii)
any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign,
having jurisdiction over the Company or any of its properties that would have a Material Adverse Effect or materially affect the validity
of the Shares or the legal authority of the Company to comply with this Subscription Agreement; subject, in the case of the foregoing
clauses (i) and (iii) with respect to the consummation of the transactions therein contemplated.


 






    3


     


    

 


(e)
The Company is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


(f)
Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 5, in connection with
the offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register
the Shares under the Securities Act of 1933, as amended (the “Securities Act”).


 


(g)
The Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the
Subscriber.


 


5.
Subscriber Representations, Warranties and Covenants.  The Subscriber represents and warrants to the Company that:


 


(a)
At the time the Subscriber was offered the Shares, it was, and as of the date hereof, the Subscriber is (i) a “qualified institutional
buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of
Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto, and (ii)
is acquiring the Shares only for its own account and (iii) not for the account of others, and not on behalf of any other account or person
or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.  The Subscriber
is not an entity formed for the specific purpose of acquiring the Shares.


 


(b)
The Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that the Shares delivered at the Closing will not have been registered under the Securities Act. The Subscriber
understands that the Shares may not be resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent
permitted by applicable law) or otherwise disposed of by the Subscriber absent an effective registration statement under the Securities
Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration
requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states
and other jurisdictions of the United States, and that any certificates (if any) or any book-entry shares representing the Shares delivered
at the Closing shall contain a legend or restrictive notation to such effect. The Subscriber acknowledges that the Shares will not immediately
be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The Subscriber understands and agrees that the Shares,
until registered under an effective registration statement, will be subject to transfer restrictions under applicable securities laws
and, as a result of these transfer restrictions, the Subscriber may not be able to readily resell the Shares and may be required to bear
the financial risk of an investment in the Shares for an indefinite period of time. The Subscriber understands that it has been advised
to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.


 


(c)
The Subscriber understands and agrees that the Subscriber is purchasing Shares directly from the Company. The Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to the Subscriber by the Company, or any of its officers
or directors, expressly (other than those representations, warranties, covenants and agreements included in this Subscription Agreement)
or by implication. Except for the representations, warranties and agreements of the Company expressly set forth in this Subscription
Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional
advice it deems appropriate) with respect to the Transaction, the Shares and the business, condition (financial and otherwise), management,
operations, properties and prospects of the Company and Target, including all business, legal, regulatory, accounting, credit and tax
matters.


 


(d)
The Subscriber’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under
Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as
amended, or any applicable similar law.


 






    4


     


    

 


(e)
Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment
decision with respect to the Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that it has received and
carefully reviewed the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of the
Company, dated as of December 10, 2020 and filed with the U.S. Securities and Exchange Commission (“SEC”) (File No. 333-248753)
on December 11, 2020 (the “Prospectus”), (ii) each filing made by the Company with the SEC following the filing of
the Prospectus through the date of this Subscription Agreement, (iii) the Transaction Agreement, a copy of which will be filed by the
Company with the SEC and (iv) the investor presentation by the Company and Target (the “Investor Presentation”), a
copy of which will be furnished by the Company to the SEC. The undersigned understands the significant extent to which certain of the
disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees
that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management
questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any,
have deemed necessary to make an investment decision with respect to the Shares. Subscriber has conducted its own investigation of the
Company, Target and the Shares and Subscriber has made its own assessment and have satisfied itself concerning the relevant tax and other
economic considerations relevant to its investment in the Shares. Subscriber further acknowledges that the information contained in the
Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any
changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to
purchase the Shares hereunder, except as otherwise provided herein, and that, in purchasing the Shares, Subscriber is not relying upon
any projections contained in the Investor Presentation.


 


(f)
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in the Disclosure Documents and in the SEC Reports. Subscriber is (i) an institutional account as defined in FINRA Rule
4512(c), (ii) is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment
risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities
and (iii) has exercised independent judgment in evaluation its participation in the purchase of the Shares. Subscriber understands and
acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and
(ii) the institutional customer exemption under FINRA Rule 2111(b). Subscriber is a sophisticated investor, experienced in both investing
in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities and (ii) has exercised independent judgment in evaluating its participation
in the purchase of the Shares. Subscriber has determined based on its own independent review, and has sought such professional advice
as it deems appropriate, that its purchase of the Shares (i) are fully consistent with its financial needs, objectives and condition,
(ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber, (iii)
have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter,
by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which Subscriber is bound
and (v) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding
the Securities. Subscriber is able to bear the substantial risks associated with its purchase of the Shares, including the loss of its
entire investment therein.


 


(g)
The Subscriber became aware of this Offering of the Shares solely by means of direct contact between the Subscriber and the Company or
a representative of the Company, and the Shares were offered to the Subscriber solely by direct contact between the Subscriber and the
Company or a representative of the Company.  The Subscriber acknowledges that the Company represents and warrants that the Shares
(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving
a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.  The Subscriber
has a substantive pre-existing relationship with the Company, Target or their respective affiliates for this Offering of the Shares.
Neither the Subscriber, nor any of its directors, officers, employees, agents, stockholders or partners has either directly or indirectly,
including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement
in connection with the Offering.


 


(h)
The Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in the Disclosure Documents and the Company’s filings with the SEC. The Subscriber is able to fend for itself in
the transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Shares, and the Subscriber has sought such accounting, legal and tax advice as the Subscriber
has considered necessary to make an informed investment decision.


 


(i)
Alone, or together with any professional advisor(s), the Subscriber has adequately analyzed and fully considered the risks of an investment
in the Shares and determined that the Shares are a suitable investment for the Subscriber and that the Subscriber is able at this time
and in the foreseeable future to bear the economic risk of a total loss of the Subscriber’s investment in the Company. The Subscriber
acknowledges specifically that a possibility of total loss exists.


 






    5


     


    

 


(j)
In making its decision to purchase the Shares, the Subscriber has relied solely upon independent investigation made by the Subscriber
and the representations and warranties of the Company set forth herein.


 


(k)
The Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of the
Shares or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents.


 


(l)
The Subscriber, if an entity, has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction
of incorporation or formation.


 


(m)
The execution, delivery and performance by the Subscriber of this Subscription Agreement are within the powers of the Subscriber, have
been duly authorized and will not constitute or result in a breach or default under or conflict with any federal or state law, statute,
rule or regulation applicable to the Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental
commission or agency, or any agreement or other undertaking, to which the Subscriber is a party or by which the Subscriber is bound,
and, if the Subscriber is not an individual, will not violate any provisions of the Subscriber’s organizational documents. The
signature on this Subscription Agreement is genuine, and the signatory, if the Subscriber is an individual, has legal competence and
capacity to execute the same or, if the Subscriber is not an individual the signatory has been duly authorized to execute the same, and
this Subscription Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in
accordance with its terms.


 


(n)
Neither the due diligence investigation conducted by the Subscriber in connection with making its decision to acquire the Shares nor
any representations and warranties made by the Subscriber herein shall modify, amend or affect the Subscriber’s right to rely on
the truth, accuracy and completeness of the Company’s representations and warranties contained herein.


 


(o)
Subscriber is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of
the United States and administered by OFAC (“OFAC List”), owned or controlled by, or acting on behalf of, a person,
that is named on an OFAC List, or a person prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515, (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell
bank or (iv) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including
any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any
other country or territory embargoed or subject to substantial trade restrictions by the United States (collectively, a “Prohibited
Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable
law, provided that Subscriber is permitted to do so under applicable law. If Subscriber is a financial institution subject to the Bank
Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively,
the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable
obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening
of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures
reasonably designed to ensure that the funds held by Subscriber and used to purchase the Shares were legally derived.


 


(p)
Neither Subscriber, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates
or executive officers (collectively with Subscriber, the “Covered Persons”), are subject to any of the “Bad
Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except
for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether any Covered
Person is subject to a Disqualification Event. The acquisition of the Securities by Subscriber will not subject the Company to any Disqualification
Event.


 






    6


     


    

 


(q)
Subscriber has, and on each date any portion of the aggregate Purchase Price for the Shares would be required to be funded to the Company
pursuant to this Subscription Agreement will have, sufficient immediately available funds to pay the aggregate Purchase Price for the
Shares.


 


(r)
The Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Company.


 


(s)
Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the
Company.


 


6.
Registration Rights. 


 


(a)
The Company agrees that, within thirty (30) calendar days after the Closing, the Company will file with the SEC (at the Company’s
sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Shares
(together with any other equity interests received in exchange therefor, the “Registrable Securities,” as further
described below), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof. The Company agrees that the Company will cause such Registration Statement or another
registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) two (2)
years from the issuance of the Registrable Securities, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered
by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Registrable Securities under Rule
144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of
such equity interests that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule
13d-3 of the Exchange Act, of the Registrable Securities to the Company (or its successor) upon request to assist the Company in making
the determination described above. The Company’s obligations to include the Registrable Securities in the Registration Statement
are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the Registrable Securities
of the Company held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested
by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration
as the Company may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents the Company
from including any or all of the Registrable Securities proposed to be registered for resale under the Registration Statement due to
limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s Registrable Securities by the applicable
stockholders or otherwise, (i) such Registration Statement shall register for resale such number of Company registrable securities which
is equal to the maximum number of Company registrable securities as is permitted by the SEC and (ii) the number of Company registrable
securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such
selling stockholders. The Company will provide a draft of the Registration Statement to Subscriber for review reasonably in advance of
filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement
unless required or requested by the SEC; provided, that if Subscriber is to be identified as a statutory underwriter in the Registration
Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. “Registrable Securities”
shall include the Registrable Securities acquired pursuant to this Subscription Agreement and any other equity security of the of the
Company issued or issuable with respect to the Registrable Securities by way of share split, dividend, distribution, recapitalization,
merger, exchange, replacement or similar event or otherwise, but not, for the avoidance of doubt, any other equity security of the Issuer
owned or acquired by Subscriber. For as long as Subscriber holds the Registrable Securities issued pursuant to this Subscription Agreement,
the Company will (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a
timely manner all reports and other documents with the SEC required under the Exchange Act, as long as the Company remains subject to
such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable Subscriber to resell the
Registrable Securities pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable.


 


(b)
The Company shall, at its sole expense, advise Subscriber within five (5) business days: (i) when a Registration Statement or any amendment
thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii)
after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the
occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date,
the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which
they were made) not misleading. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as
the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the
Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such
Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered
to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.


 






    7


     


    

 


(c)
The Company may delay filing or suspend the use of any such registration statement if it determines that in order for the registration
statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially
affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially
adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company (i) may not
delay or suspend the Registration Statement on more than two (2) occasions or for more than seventy-five (75) consecutive calendar days,
or more than one hundred twenty (120) total calendar days, in each case during any twelve (12) month period, and (ii) shall use commercially
reasonable efforts to make such registration statement available for the sale by Subscriber of such Registrable Securities as soon as
practicable thereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period
that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus
contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber
agrees that it will (i) immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until
Subscriber receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred
to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that it may resume such
offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company unless
otherwise required by applicable law. If so directed by the Company, Subscriber will deliver to the Company or destroy all copies of
the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver
or destroy all copies of the prospectus covering the Registrable Securities shall not apply to (i) the extent Subscriber is required
to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers
as a result of automatic data back-up.


 


(d)
From and after the Closing, the Company agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the
meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects
or executes the resale of any Registrable Securities (collectively, the “Subscriber Indemnified Parties”), harmless
against any and all losses, claims, damages and liabilities (including any out-of-pocket legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber
Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement or any other registration statement which covers the Registrable Securities (including, in each case, the prospectus
contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission
to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made), not misleading, except to the extent insofar as the same are caused by or contained in any
information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. Notwithstanding the forgoing,
the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected
without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned).


 


(e)
From and after the Closing, Subscriber agrees to, severally and not jointly with any other selling stockholders using the applicable
registration statement, indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents
of the Company, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, and each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the
“Company Indemnified Parties”), harmless against any and all Losses incurred by the Company Indemnified Parties directly
that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any
other registration statement which covers the Registrable Securities (including, in each case, the prospectus contained therein) or any
amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material
fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they
were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished
in writing to the Company by Subscriber expressly for use therein. Notwithstanding the forgoing, Subscriber’s indemnification obligations
shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Subscriber
(which consent shall not be unreasonably withheld, delayed or conditioned).


 






    8


     


    

 


7.
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and
obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earlier to occur of:  (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement;
(b) such date and time as the Transaction Agreement is terminated in accordance with its terms; or (c) written notice by either party
to the other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not consummated
on or prior to the Outside Date (as defined in the Transaction Agreement); provided that (i) nothing herein will relieve
any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies
at law or in equity to recover losses, liabilities or damages arising from such breach and (ii) the provisions of Sections 7 through
10 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company
shall notify the Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the
termination of this Subscription Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company for
the aggregate Purchase Price for the Shares hereunder shall be promptly returned to Subscriber.


 


8.
Trust Account Waiver. Reference is made to the final prospectus of the Company, dated as of December 10, 2020 and filed with
the SEC (File No. 333-248753) on December 11, 2020 (the “Prospectus”). Subscriber hereby represents and warrants that
it has read the Prospectus and understands that the Company has established a trust account (the “Trust Account”)
containing the proceeds of the IPO and the overallotment securities acquired by its underwriters and from certain private placements
occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public
stockholders (including overallotment shares acquired by the Company’s underwriters, the “Public Stockholders”),
and that, except as otherwise described in the Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public
Stockholders in the event they elect to redeem their Company shares in connection with the consummation of the Company’s initial
business combination (as such term is used in the Prospectus) (the “Business Combination”) or in connection with an
extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business
Combination within eighteen (18) months after the closing of the IPO, subject to extension by an amendment to the Company’s organizational
documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and
up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination.
For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding
anything to the contrary in this Subscription Agreement, neither the Subscriber nor any of its affiliates do now or shall at any time
hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or
make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result
of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim
arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”).
The Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that the Subscriber or any of its
affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse
against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this
Subscription Agreement or any other agreement with the Company or its affiliates). The Subscriber agrees and acknowledges that such irrevocable
waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company
to enter into this Subscription Agreement, and the Subscriber further intends and understands such waiver to be valid, binding and enforceable
against the Subscriber and each of its affiliates under applicable law. Notwithstanding the foregoing, this Section 8 shall not affect
any rights of the Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Stockholders
upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline
to do so.


 


9.
Miscellaneous.


 


(a)
Neither this Subscription Agreement nor any rights or obligations that may accrue to the Subscriber hereunder (other than the Shares
acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by the Subscriber without the prior
written consent of the Company, and any purported transfer or assignment without such consent shall be null and void ab initio.


 


(b)
The Company may request from the Subscriber such additional information as the Company may reasonably deem necessary to evaluate the
eligibility of the Subscriber to acquire the Shares, and the Subscriber shall provide such information to the Company promptly upon such
reasonable request, it being understood by the Subscriber that the Company may without any liability hereunder reject the Subscriber’s
subscription prior to the Closing Date in the event the Subscriber fails to provide such additional information requested by the Company
to evaluate the Subscriber’s eligibility or the Company determines that the Subscriber is not eligible.


 






    9


     


    

 


(c)
The Subscriber acknowledges that the Company and others will rely on the acknowledgments, understandings, agreements, representations
and warranties of the Subscriber contained in this Subscription Agreement. Prior to the Closing, the Subscriber agrees to promptly notify
the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer
accurate, such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing. The Subscriber
agrees that the purchase by the Subscriber of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings,
agreements, representations and warranties herein (as modified by any such notice) by the Subscriber as of the time of such purchase.


 


(d)
The Company is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement
or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered
hereby.  The Subscriber shall consult with the Company in issuing any press release or making any other similar public statement
with respect to the transactions contemplated hereby, and the Subscriber shall not issue any such press release or make any such public
statement without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).


 


(e)
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


(f)
This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party
against whom enforcement of such modification, waiver, or termination is sought. No failure or delay in exercising any right, power or
privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise
thereof or other exercise of any right, power or privilege hereunder.


 


(g)
This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement
entered into by the Company and the Subscriber). This Subscription Agreement shall not confer any rights or remedies upon any person
other than the parties hereto, and their respective successor and assigns.


 


(h)
This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives
and permitted assigns.


 


(i)
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in
full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, 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)
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by
different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(k)
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and
provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity,
in contract, in tort or otherwise.


 


(l)
Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


(m)
Subscriber hereby consents to the publication and disclosure in any press release issued by the Company or Form 8-K filed by the Company
with the SEC in connection with the execution and delivery of the Transaction Agreement or this Subscription Agreement and the filing
of any related documentation with the SEC (and, as and to the extent otherwise required by the federal securities laws or the SEC or
any other securities authorities, any other documents or communications provided by the Company to any governmental authority or to security
holders of the Company) of Subscriber’s identity and beneficial ownership of the Securities and the nature of Subscriber’s
commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the Company,
a copy of this Subscription Agreement or the form hereof. Subscriber will promptly provide any information reasonably requested by the
Company for any regulatory application or filing made or approval sought in connection with the Transaction (including filings with the
SEC).


 






    10


     


    

 


(n)
This Subscription Agreement and all actions arising out of or in connection with this Subscription Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would
result in the applicable of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself
and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate
courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby
irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim
in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any
such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding 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 Proceeding relating to the transactions contemplated by this
Subscription 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 9(o). Nothing in this Section 9(n) shall affect the right of any party to serve legal process
in any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally
irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding
based hereon, or arising out of, under, or in connection with, this Subscription Agreement or the Transactions contemplated hereby.


 


(o)
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i)
when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day
after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being
mailed, if sent by registered or certified mail, prepaid 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 Company, 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
	1021 Main Street, Suite 1960	 	New York, NY 10105
	Houston, TX 77002	 	Attn: 	Stuart Neuhauser, Esq.
	Attn:  	Bryce Quin, Chief Financial Officer	 	 	Matthew A. Gray, Esq.
	Email:  	bryce@delwinds.com	 	Email: 	sneuhauser@egsllp.com
	Telephone No.: 	(504) 457-3869	 	 	mgray@egsllp.com
	 	 	Telephone No.: 	(212) 370-1300
	 	 	Facsimile
    No.: 	(212)
    370-7889






Notice
to the Subscriber shall be given to the address underneath the Subscriber’s name on the signature page hereto.





 



 


(p)
The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this
Subscription Agreement.  In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context,
any pronoun used in this Subscription 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”; and (iii) the words “herein”, “hereto”
and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this
Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement.  As used in this Subscription
Agreement, the term:  (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which
commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”,
“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any
physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including
for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day);
(y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or
association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z)
“affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that,
directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified
person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract
or otherwise).  For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of the Company prior to
the Business Combination will include the Company’s sponsor, DIAC Sponsor LLC.


 


(q)
At or prior to the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as
the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.


 


10.
Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this
Subscription Agreement in making its investment or decision to invest in the Company.  The Subscriber agrees that no other purchaser
pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers,
directors, partners, agents, or employees of any such other purchaser) shall be liable to the Subscriber pursuant to this Subscription
Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.


 


{SIGNATURE
PAGES FOLLOW}


 




    11


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Backstop Subscription Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	 	Delwinds
    Insurance Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	Bryce Quin
	 	 	Title:	Chief Financial Officer



 


{Signature
Page to Backstop Subscription Agreement}


 




     


     


    

 


{SUBSCRIBER
SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT}


 


IN
WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date
first indicated above.


 


Name(s)
of Subscriber: _________________________________________________________________________________


 


Signature
of Authorized Signatory of Subscriber: ____________________________________________________________


 


Name
of Authorized Signatory: __________________________________________________________________________


 


Title
of Authorized Signatory: ___________________________________________________________________________


 


	 	Address for Notice to Subscriber:  
	 	 	 
	 	 	 
	 	 	 



 


	 	Attention: 	 	 
	 	Email: 	 	 
	 	Facsimile No.:	 	 
	 	Telephone No.:	 	 



 





	 	Address for Delivery of Shares to Subscriber
    (if not same as address for notice): 
	 	 	 
	 	 	 
	 	 	 


 


	Subscription Amount: 	 	 
	 	 	 
	Number of Shares: 	 	 
	 	 	 
	EIN Number	 	 



 


{Signature
Page to Backstop Subscription Agreement}


 




     


     


    

 


Exhibit
A


Accredited
Investor Questionnaire


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    A-1


     


    

 


Schedule
1


Convertible
Debt Terms


 


 


 


Sch-1