Exhibit 99.1

MASTER SOFTWARE AND SERVICES AGREEMENT

This Master Software and Services Agreement (this “Agreement”), effective as of January 12, 2024 (the “Effective Date”), is by and between KR8 AI Inc., a Nevada corporation with an address at 112 North Curry Street, Carson City, Nevada 89703 (“Licensor”) and FOXO Technologies Inc., a Delaware corporation with offices located at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401 (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”

R E C I T A L S:

Licensee desire to develop and launch application services (“Licensee Applications”) pursuant to which, Licensee will be able to distribute to end users (“End Users”) an AI machine learning epigenetic APP to enhance health, wellness and longevity;

To facilitate the development of the Licensee Applications Licensee desires that, subject to the terms and conditions hereof, Licensor provide it with a license to use Licensor Products underlying the KR8 AI eco system and iOS/Android APP software previously viewed by Licensee and provide ongoing support, upgrades, maintenance, and administration services related thereto.

In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

LICENSEE AND LICENSOR WILL NOT BE LIABLE, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS (“THE PARTIES”), UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY LICENSEE UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE LAST ACT OR OMISSION GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. LICENSEE WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS AGREEMENT BY LICENSEE.

Exhibit “A”: Definitions

Exhibit “B”: Service Level and Support Services Agreement

Exhibit “C”: Services and Features

Schedule “1”: Order Form

Schedule “2”: Form of Service Order

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

EXHIBIT A

DEFINITIONS

“Acceptance Criteria” means, with respect to a Licensor Product, (i) the Specifications applicable to such Licensor Product and (ii) any other requirement set forth in this Agreement that applies at the time of performance, provision or delivery of such Licensor Product.

“Affiliate” means any individual, corporation, partnership, limited liability company, association or similar business organization that directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with a party or its successors. Affiliates shall include such entities whether now existing or later established by investment, merger or otherwise, including the successors and assigns of such entities.

“APP” means a software-as-a-service application other than those to be provided by Licensor to Licensee.

“Application” means the software-as-a-service application provided hereunder by Licensor to Licensee, including the rules, routines, machine readable object code and source code associated therewith, and including any modifications, Updates, Upgrades, enhancements, improvements or customizations by way of Services or otherwise by either party that are developed or released during the term of the applicable Schedule or Order Form. In addition, the term “Application” shall include the Documentation relating thereto and any third party software embedded in the Application.“Authorized User” means an employee or contractor of Licensee who Licensee permits to access and use the Software and/or Documentation pursuant to Licensee’s license hereunder.

“Billing Start Date” shall mean the date identified on the order form as the date from which billing shall be calculated (which under no circumstances shall be later than the Service Start Date, as defined below).

“Control”, including the terms “controlling”, “controlled by”, and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities (or other ownership interest), by contract, right to elect a majority of the governing board, or otherwise.

“Deliverables” means the deliverables to be produced and delivered to Licensee or any Licensee Affiliate under this Agreement, as more particularly described in a Schedule or Order Form. Deliverables may include Software, documents, reports, Specifications, operating instructions, working papers, work in progress, video, film, multimedia, pictures, graphs and audio material, whether preliminary or final, in or on any media whether now existing or developed in the future.

“Documentation” means Licensor’s user manuals, handbooks, and installation guides relating to the Software provided by Licensor to Licensee either electronically or in hard copy form.

“Fees” shall mean the fees payable pursuant to Section 8.

“Initial License Fee” see Section 8.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Licensee Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or an Authorized User.

“Licensor IP Rights” means Intellectual Property Rights owned or licensed by Licensor or any Licensor Affiliate including, without limitation, patents, copyrights, trademarks, service marks, trade secrets and know-how owned or otherwise licensable by Licensor or any Licensor Affiliate or which are acquired by, developed by or on behalf of Licensor in the course of performances of Services under this Agreement, and without reference to or use of any Intellectual Property Rights owned or licensed by Licensee or any Licensee Affiliate.

“Licensor Product(s)” means any Application, Software, Services, Deliverables, Equipment or other related materials that are licensed, purchased or otherwise acquired by Licensee pursuant to this Agreement.

“Order Form” means an Order Form or similar agreement appurtenant to this Agreement for the provision of Professional Services or Deliverables, which sets out the commercial terms and is executed by the parties and substantially in the form of Schedules attached hereto.

“Professional Services” means those services performed by Licensor for Licensee under this Agreement, which are not included within the meanings of the terms “Subscription Services” or “Support Services”, including preparation, configuration, delivery and installation of Licensor Products.

“Purchase Order” shall mean a purchase order issued by Licensee in connection with Licensor Products described in a Schedule or Order Form.

“Resultant Data” means (i) data and information generated from Licensee’s use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services; and (ii) output generated from Licensee Data but shall not mean or include: (a) Licensee Data, whether in aggregated or anonymized form or otherwise manipulated or altered, or (b) personal information, unique identifiers, mobile network information including carrier names and phone numbers, location data or IP addresses of Authorized Users.

“Schedules” shall mean the Schedules expressly referenced in and attached to this Agreement.

“Services” means the Professional Services, Subscription Services and Support Services performed (or to be performed) by Licensor for Licensee or any Licensee Affiliate under this Agreement, as more particularly described in a Schedule or Order Form. Services shall be deemed to include all incidental services, functions, responsibilities or tasks not specifically described in this Agreement or a Schedule or Order Form hereunder, but which are an inherent, necessary or customary part of the services performed (or to be performed) by Licensor hereunder or that are required or reasonably necessary for the proper performance and provision of the Licensor Products provided (or to be provided) by Licensor hereunder.

“Service Start Date” shall mean the date from which Licensee receives the applicable Service.

“Software” means the software consisting of proprietary technology including capabilities in KR8 AI eco system and iOS/Android APP artificial intelligence and inference engine and related Documentation, including any Updates provided to Licensee pursuant to this Agreement.

“Specifications” means any and all technical, design or functional specifications for, and descriptions of, the capabilities of any Licensor Product, including those set forth in the applicable Schedule or Order Form, and (to the extent not inconsistent therewith) those contained in Licensor’s Documentation, descriptive documents and/or marketing materials, or applicable request for proposal and any Licensor response thereto, the terms of which are incorporated by reference in the applicable Schedule or Order Form.

“Subscriber Revenues” – means all revenues received by Licensee or its affiliates from End User for use of the Licensee Applications, inclusive of up-front or downloading fees, periodic fees and per-use charges, net of any allowances or discounts allowed and taxes or other governmental charges levied on or measured by the amount charged by Licensee. Subscriber Revenues shall not include revenues received from affiliates but shall include the revenues received by such affiliates from End Users.

“Subscription Services” means Licensee’ access and use of Licensor’s provision of the Software and/or Application in accordance with the terms of this Agreement.

“Support Services” means those maintenance and support services performed by the Licensor for Licensee under this Agreement, as more particularly described in a Schedule or Order Form and for which Licensee has contracted for support, which shall commence upon acceptance by Licensee of the applicable Licensor Product.

“Term” shall mean the longer period of 1) the term of this Agreement, and 2) the period identified in the order form, or any renewal term, as applicable.

“Third-Party Products” means any third-party products described in Exhibit C provided with or incorporated into the Software, including any open-source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.

“Update” means updates, revisions or additions to a Licensor Product that are intended to correct errors, improve efficiency or to incorporate additional or alternative functionality, but that do not constitute substantial additional or alternative functionality, as customarily indicated by a change to the number to the right of the decimal in the version number, for example, Version 2.1 updated to Version 2.2.

“Upgrade” means a new release of a Licensor Product in question that incorporates substantial additional or alternative functionality, as customarily indicated by a change to the number to the left of the decimal in the version number, for example, Version 2.1 upgraded to Version 3.0.

EXHIBIT B

SERVICE LEVEL AND SUPPORT SERVICES AGREEMENT SCHEDULE

During the Term, Licensor will make available a technical point of contact for Licensee technical support inquiries. The purpose of Support Services is to resolve defects that cause any Licensed Product included within the Licensee Applications to fail to conform to its purpose. A resolution to a defect may consist of a fix or patch, a reasonable workaround, or other resolution as Licensor deems reasonable. Support Services do not include any Professional Services, such as implementation, configuration, integration, customization, or training services, or assistance with administrative functions.

Licensor will use reasonable efforts to meet the response time objectives during U.S. support hours.

EXHIBIT C

INITIAL LICENSOR PRODUCTS

The initial services and features in the Licensor Products to be provided by Licensor are:

1-Core AI Engine:

2-Data Integration:

3-User Experience:

4-Algorithm Customization:

5-Scalability and Deployment:

SCHEDULE 1

ORDER FORM

Billing Start Date: ____________________

Service Start Date: ____________________

Reference is made to that certain Master Software and Service Agreement by and between KR8 AI INC. (the “Licensor”) and FOXO Technologies Inc., dated as of January 12, 2024, (as amended, supplemented or otherwise modified from time to time, the “Agreement”), the terms of which are hereby incorporated herein. This “Order Form” is an Order Form referred to in said Agreement. All capitalized terms used herein shall have the same meaning as ascribed to them in the Agreement unless otherwise defined herein. Each Order Schedule listed below is an independent obligation of the Parties, and each Order Schedule if not entered into as of the Effective Date shall commence as of the commencement date set forth in the relevant Order Schedule.

In consideration of the Licensor Products set forth in Exhibit C to the Agreement and the Development Services to be provided during the period commencing as of the date hereof and ending on the eighteenth month anniversary of November 15, 2023, Licensee shall pay to Licensor, on the terms and conditions set forth herein:

1. Software License Fee Schedule.

A non-refundable, non-recoupable Initial License and Development Fee of $2,500,000 (the “Initial License Fee”), to be paid as follows:

(i) $2,000,000 will be payable in cash in monthly increments of $100,000; provided, however, (a) with the written consent of Licensor in its sole discretion, and pursuant to the rules of any exchange on which the Common Stock is listed portions of the cash fee may be paid in shares of class A common stock of Licensee (“Common Stock”) and (b) for so long as the Common Stock is listed on a major exchange, commencing on July 1, 2024, if the average trading volume exceeds $50,000 per day for the ten (10) trading days preceding any scheduled date of payment, up to 1/3rd of the monthly fee payable on such date may be paid in shares of Common Stock of Licensee.

(ii) the remaining $500,000, or such lesser amount as will not require approval of stockholders of Licensee pursuant to the rules of any exchange on which the Common Stock is listed, shall be paid in Common Stock of Licensee valued at 102% of the market value of the Common Stock as of the date hereof which shall be issued to Licensee within twenty (20) days of the date hereof. If any portion of the $500,000 of Common Stock may not be issued to Licensor without the consent of the stockholders of Licensee, such portion shall be added to the portion of the Initial License Fee to be paid in cash and such portion shall be paid in twelve equal monthly increments commencing January 1, 2024, through December 1, 2024.

2. Professional Service Fee and Deliverables.

The fee for Professional Services to be rendered by Licensor’s personnel during the period commencing as of the date hereof and ending on the eighteenth month anniversary of November 15, 2023, in connection with the development of the items set forth on Schedule C, shall be deemed satisfied by payment of the Initial License Fee. The Parties acknowledge and agree that the Initial License Fee is non-refundable.

3. Support and Maintenance Services

For so long as this Agreement remains in effect. a fee of $50,000 per month (the “Maintenance Fee”) shall be paid in advance on the first day of each month commencing December 1, 2024, for support services as set forth on Exhibit B (“Support Services Description”)

4. Royalty Payments.

In addition to the License and Development Fee and the Maintenance Fee Licensee shall pay to Licensor, earned royalties (the “Running Royalties”) equal to fifteen percent (15%) of Subscriber Revenues generated by Licensee Applications. Subscriber Revenues are deemed earned as of the date of receipt by Licensee. Within thirty (30) days after the end of each calendar quarter ending on March 31, June 30, September 30 or December 31 (“Calendar Quarter”) occurring during the Term, Licensee shall pay to Licensor all Running Royalties due in respect of the Subscriber Revenues received during such quarter.

Minimum Royalty. Beginning with calendar year 2024, Licensee shall pay Licensor minimum annual Royalty payments as follows (the “Minimum Royalty”):

(c) In the event the Running Royalty payable to Licensor with respect to any calendar year is less than the Minimum Royalty for such year, then, either: (i) to maintain the exclusivity of the license granted hereunder, Licensee, shall remit to Licensee within forty-five (45) days of the end of such calendar year, a sum of money equal to the excess of the applicable Minimum Royalty over the Running Royalty for such year; or (ii) the License granted hereunder shall become non-exclusive forty-five (45) days after the end of such calendar year.

(d) Within thirty (30) days after each Calendar Quarter occurring during the Term, Licensee shall furnish Licensor a written report covering such quarter showing: (i) the Subscriber Revenues derived from Licensee Applications during such period and, in the case of the 2nd through 4th quarter of each calendar year, on a year to date basis; (ii) the Running Royalty, payable in Dollars, which has accrued hereunder in favor of Licensee in respect of such Revenues; and (iii) withholding taxes, if any, required by law to be deducted in respect of such Revenues. The report shall be accompanied by the payment of royalty monies due at that time.

(e) Except as otherwise provided, any payments due hereunder on sales made by Licensee in a currency other than US Dollars shall be payable to Licensor in United States Dollars at the prevailing rate of exchange of the currency in which the sales are made (said exchange rate being taken as the rates published in the Wall Street Journal under the caption “Currency Trading -- Exchange Rates” on the last business day of the Calendar Quarter for which the royalties are payable).

(f) Any sum required under the tax laws of the United States or any other country, to be withheld by Licensee from payments to Licensor, shall be promptly paid by Licensee for and on behalf of Licensor to the appropriate tax authorities and Licensee shall furnish Licensor with official tax receipts or other appropriate evidence issued by the appropriate tax authorities sufficient to enable Licensor to support a claim for income tax credit in respect of any sum so withheld.

5. Principal Contacts

IN WITNESS WHEREOF, the Parties hereto have executed this Order Form as of the date first above written.

SCHEDULE 2

FORM OF SERVICE ORDER

Service Order #___

Date: ____________________________

THIS IS SERVICE ORDER #____, BEING EXECUTED PURSUANT TO THE PROCEEDING AGREEMENT.

Project: ____________________ Hourly Rate: _____ Actual # of Hours _____ Billed # of Hours ____ Actual Cost ______ Billed Cost ______

Total: $ ________________________ (ESTIMATE FOR PROJECT)

Notes:

1. Above fees are billed in advance.

2. All work is performed on a time and materials basis. This Service Order is a good faith estimate of the work required to complete the Service Order based on past experience and basic analysis of the project.

Professional Services Rate Schedule:

Development Resource: $______ per hour

Account Management Resource: $______per hour

Accepted by: Licensee:

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