Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 12, 2026, FOXO Technologies Inc., a Delaware corporation (the "Company"), entered into two Exchange Agreements (each, an "Exchange Agreement" and collectively, the "Exchange Agreements"), each dated as of May 12, 2026, by and between the Company and each of (i) an institutional investor ("Investor 1") and (ii) a second institutional investor ("Investor 2" and, together with Investor 1, the "Holders"), each a holder of the Company's Series A Cumulative Convertible Redeemable Preferred Stock (the "Series A Preferred Stock").

Pursuant to the Exchange Agreement with Investor 1, the Company agreed to exchange 2,467.98834 shares of Series A Preferred Stock of the Company with an aggregate stated value of $2,467,988.34 (the "Investor 1 Existing Securities") (representing Investor 1's total ownership) held by Investor 1 for a senior unsecured non-convertible promissory note of the Company in the principal amount of $2,467,988.34 (the "Investor 1 Note"). The Investor 1 Existing Securities are cancelled and of no further force or effect.

Pursuant to the Exchange Agreement with Investor 2, the Company agreed to exchange 5,307.09694 shares of Series A Preferred Stock of the Company with an aggregate stated value of $5,307,096.94 (the "Investor 2 Existing Securities" and, together with the Investor 1 Existing Securities, the "Existing Securities") (representing Investor 2's total ownership) held by Investor 2 for a senior unsecured non-convertible promissory note of the Company in the principal amount of $5,307,096.94 (the "Investor 2 Note" and, together with the Investor 1 Note, the "Senior Notes"). The Investor 2 Existing Securities are cancelled and of no further force or effect.

Following the completion of the exchanges described, the institutional investors no longer hold any instruments with conversion rights to equity in the Company.

Each Senior Note matures on the earlier of (i) May 12, 2027, or (ii) the occurrence of an Event of Default (as defined in the applicable Senior Note). The Senior Notes are non-interest bearing, unsecured obligations of the Company; provided, however, that the Company shall not incur any other indebtedness senior in preference to the Senior Notes while the Senior Notes are outstanding, and provided further that repayment shall be made upon completion of a public offering or up-listing to a recognized stock exchange. Upon an Event of Default, the applicable Senior Note may be accelerated and interest shall accrue at a default rate of 18% per annum. Proceeds from the Senior Notes are to be used for working capital purposes.

Copies of the Exchange Agreements and the Senior Notes are attached hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and are incorporated herein by reference. The descriptions of the Exchange Agreements and the Senior Notes set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements.