FOXO TECHNOLOGIES INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On January 10, 2023, FOXO Technologies Inc. (the "Company") entered into a
Merger Agreement (the "Merger Agreement") with Security National Life Insurance
Company, a Utah corporation (the "Buyer"), FOXO Life, LLC, a Delaware limited
liability company and wholly-owned subsidiary of the Company (the "Seller"), and
FOXO Life Insurance Company (fka Memorial Insurance Company of America), an
Arkansas corporation and wholly-owned subsidiary of the Seller ("FOXO Life"),
pursuant to which, subject to the terms and conditions of the Merger Agreement,
the Company has agreed to sell FOXO Life to the Buyer. Specifically, pursuant to
the Merger Agreement, FOXO Life will merge with and into the Buyer, with the
Buyer continuing as the surviving corporation (the "Merger"). Upon consummation
of the Merger, the Company will no longer have to hold cash and cash equivalents
required to be held as statutory capital and surplus, as required under the
Arkansas Insurance Code (the "Arkansas Code").

The Merger Agreement provides that, at the closing of the transactions
contemplated thereby, all of the Seller's shares will be cancelled and retired
and shall cease to exist in exchange of an amount equal to FOXO Life's statutory
capital and surplus as of the date of the closing minus $200,000 (the "Merger
Consideration"). As of the date of this Current Report on Form 8-K, FOXO Life's
statutory capital and surplus amount is approximately $5,000,000.

Consummation of the Merger is subject to a number of conditions, including,
among others: (a) compliance with the Arkansas Code filing requirements; (b)
material compliance by the Buyer and the Seller of certain pre-closing
covenants; (c) no material adverse change in the Buyer's business since the date
of the Merger Agreement; and (d) delivery of the Merger Consideration to the
Seller. The Merger Agreement also imposes certain post-closing covenants,
including: (a) compliance with the Arkansas Code and Utah Insurance Code
post-closing filing requirements, and (b) certain tax covenants concerning tax
returns, tax indemnification and other tax matters.

Pursuant to the Merger Agreement, the Seller has also agreed to pay the Buyer's
third-party out-of-pocket costs and expenses, including counsel fees and filing
fees, incurred in connection with the Merger and the Merger Agreement at the
closing.

The Merger Agreement contains certain representations, warranties, and covenants
as specified therein, including such provisions as are customary for a
transaction of this nature. In addition, the Merger Agreement contains
termination rights for the parties thereto, including by mutual consent of the
Buyer and the Seller and under certain other circumstances, including by the
Buyer or the Seller if the Merger has not occurred by March 31, 2023.

The Merger Agreement also contains cross-indemnification provisions, under which
the Seller is obligated to indemnify the Buyer for any claims based on: (a) any
inaccuracy, breach or non-fulfillment of any of the representations, warranties
or covenants in the Merger Agreement; (b) losses from the operations or business
of FOXO Life during the period that the Seller was a shareholder of FOXO Life;
and (c) any data or cyber privacy breach incident since the acquisition of FOXO
Life by the Seller. Similarly, the Buyer is obligated to indemnify the Seller
for any claims based on: (a) any inaccuracy, breach or non-fulfillment of any of
the representations, warranties or covenants in the Merger Agreement; and (b)
losses from the operations or business of FOXO Life other than during the period
in which the Seller was a shareholder of FOXO Life.

The foregoing description of the Merger Agreement is not complete and is
qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and
is incorporated herein by reference.

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Cautionary Statement Regarding Forward-Looking Statements

The information contained in this Current Report on Form 8-K and the exhibit
attached hereto contain "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The words "intend," "may,"
"should," "would," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue" or the negative of these terms or other
comparable terminology are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. As
noted above, the closing of the Merger is subject to the satisfaction of
customary closing and post-closing conditions and there is no assurance that the
Company will satisfy those conditions. While the Company believes its plans,
intentions and expectations reflected in those forward-looking statements are
reasonable, these plans, intentions or expectations may not be achieved. The
Company's actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements.
For information about the factors that could cause such differences, please
refer to the Company's filings with the Securities and Exchange Commission.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. The Company assumes no obligation to update any
forward-looking statement.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.



2.1         Merger Agreement,  dated January 10, 2023, by and between (i) FOXO
          Technologies Inc., (ii) FOXO Life Insurance Company (fka Memorial
          Insurance Company of America), (iii) FOXO Life, LLC and (iv) Security
          National Life Insurance Company.

          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document).




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