Haymaker Acquisition Corp. III 30,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement
Haymaker Acquisition Corp. III New York, NY 10022Securities Subscription Agreement • February 12th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 6, 2020 by and between Haymaker Sponsor III LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made and entered into by and among Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), Haymaker Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021 by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [______], 2021 by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
HAYMAKER ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of March 1, 2021Warrant Agreement • March 5th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2021 is by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
BIOTE CORP. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2022 • Biote Corp. • Medicinal chemicals & botanical products • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [•], and is between biote Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • July 28th, 2022 • Biote Corp. • Medicinal chemicals & botanical products • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 27, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and BIOTE CORP., a company incorporated under the laws of the State of Delaware (the “Company”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • March 5th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 1, 2021 (this “Agreement”), is entered into by and between Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”), and Haymaker Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
Haymaker Acquisition Corp. III New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 5th, 2021 • Haymaker Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Haymaker Acquisition Corp. III, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co. (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Pr
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.Credit Agreement • June 2nd, 2022 • Biote Corp. • Medicinal chemicals & botanical products • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2022, by and among BIOTE MEDICAL, LLC, a Texas limited liability company (the “Borrower”), BIOTE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (defined herein), the Lenders (defined herein), and TRUIST BANK, in its capacities as Administrative Agent, Issuing Bank and Swingline Lender.
biote Corp. 5,217,392 Shares Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2023 • Biote Corp. • Medicinal chemicals & botanical products • New York
A certain stockholder of biote Corp., a Delaware corporation (the “Company”) named in Schedule II attached hereto (the “Selling Stockholder”), propose, subject to the terms and conditions herein, to sell 5,217,392 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Selling Stockholder proposes to grant to the underwriter (the “Underwriter”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 782,608 additional shares of Common Stock on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if and to the extent such option is exercised, are hereinafter collectively called the “Shares.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2024 • Biote Corp. • Medicinal chemicals & botanical products • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Robert Peterson (“Executive”) and BioTE Medical, LLC (the “Company”), and effective as of January 8, 2024 (“Effective Date”).
SETTLEMENT AGREEMENTSettlement Agreement • May 10th, 2024 • Biote Corp. • Medicinal chemicals & botanical products • Delaware
Appellant Dr. Gary S. Donovitz (“Donovitz”) files this Unopposed Motion to Dismiss Appeal pursuant to Texas Rule of Appellate Procedure 42.1.
HAYMAKER ACQUISITION CORP. IIIAdministrative Support Agreement • March 5th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
This letter agreement by and between Haymaker Acquisition Corp. III (the “Company”) and Mistral Capital Management LLC (“Mistral”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. TAX RECEIVABLE AGREEMENT AMONG BIOTE CORP. BIOTE HOLDINGS, LLC...Tax Receivable Agreement • June 2nd, 2022 • Biote Corp. • Medicinal chemicals & botanical products • Delaware
This TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of May 26, 2022, by and among biote Corp. (formerly, Haymaker Acquisition Corp. III), a Delaware corporation, (the “Corporate Taxpayer”), BioTE Holdings, LLC, a Delaware limited liability company (“OpCo”), and each of the members of OpCo that is a party hereto (each such member, a “TRA Party” and together the “TRA Parties”), Teresa S. Weber, in her capacity as the TRA Party Representative, and each of the other Persons from time to time that become a party to this TRA Agreement. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Business Combination Agreement (as defined below).
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 19th, 2022 • Biote Corp. • Medicinal chemicals & botanical products • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Amended and Restated Investor Rights Agreement, the “A&R Investor Rights Agreement”), dated as of July 19, 2022 (the “Effective Date”), is made by and among (i) biote Corp. (formerly Haymaker Acquisition Corp. III), a Delaware corporation (“PubCo” or the “Company”); (ii) each of the member signatories party hereto (each, a “Member” and collectively, the “Members”); (iii) Teresa S. Weber in her capacity as the Members’ representative hereunder (the “Members’ Representative”); (iv) Haymaker Sponsor III LLC, a Delaware limited liability company (the “Sponsor”); and (v) solely for the purpose of Section 4.4, each of the SPAC Insiders (as defined in Section 1.1). Each of PubCo, the Members, the Members’ Representative, the Sponsor and the SPAC Insiders may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized t
biote Corp. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 3rd, 2023 • Biote Corp. • Medicinal chemicals & botanical products • New York
Certain stockholders of biote Corp., a Delaware corporation (the “Company”) named in Schedule II attached hereto (the “Selling Stockholders”), propose, subject to the terms and conditions herein, to sell 7,391,305 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). In addition, the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 1,108,695 additional shares of Common Stock on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if and to the extent such option is exercised, are hereinafter collectively called the “Shares.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2024 • Biote Corp. • Medicinal chemicals & botanical products • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Mary Puncochar (“Executive”) and BioTE Medical, LLC (the “Company”), and effective as of May 30, 2023 (“Effective Date”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 14th, 2021 • Haymaker Acquisition Corp. III • Blank checks
This SPONSOR LETTER AGREEMENT (this “Sponsor Letter Agreement”) is entered into as of December 13, 2021, by and among Haymaker Acquisition Corp. III, a Delaware corporation (“HYAC”), Haymaker Sponsor III LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), BioTE Holdings, LLC, a Nevada limited liability company (“BioTE”), Teresa S. Weber (“Members’ Representative”), and each other holder of the issued and outstanding shares of Class B common stock of HYAC, par value $0.0001 per share (the “Class B Common Shares”), that is required to become bound by the terms and conditions hereof (collectively with the Sponsor, the “Class B Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • June 9th, 2023 • Biote Corp. • Medicinal chemicals & botanical products • New York
This Amendment (this “Amendment”) is made as of June 8, 2023 by and between biote Corp., a Delaware corporation (the “Company”) (f/k/a Haymaker Acquisition Corp. III), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of March 1, 2021 (the “Existing Warrant Agreement”), between the Company and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
Text omitted for confidential treatment. The redacted information has been excluded because it is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential. SETTLEMENT AGREEMENTSettlement Agreement • August 9th, 2024 • Biote Corp. • Medicinal chemicals & botanical products • Delaware
This Settlement Agreement (“Agreement”) is made by and among biote Corp. (“Biote”), BioTE Medical, LLC (“Medical”), BioTE Holdings, LLC (“Holdings,” and together with Biote and Medical, the “Biote Entities”), Mary Elizabeth Conlon (“Conlon”), Marc D. Beer (“Beer”), Teresa S. Weber (“Weber”), Marci M. Donovitz (“Marci”), the Donovitz Family Irrevocable Trust (“Trust,” and together with Marci, “Donovitz”), Cooley LLP (“Cooley”), Steven J. Heyer, and Haymaker Sponsor III LLC (“Haymaker”) (each a “Party” and together the “Parties”). This Agreement shall become effective as of June 28, 2024 (“Effective Date”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2024 • Biote Corp. • Medicinal chemicals & botanical products
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of June 26, 2024 (the “Second Amendment Effective Date”), is entered into by and among BIOTE MEDICAL, LLC, a Texas limited liability company (the “Borrower”), BIOTE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, and Truist Bank, as the Administrative Agent (the “Administrative Agent”).
March 3, 2024 Mary PuncocharChange in Employment Status Agreement • April 1st, 2024 • Biote Corp. • Medicinal chemicals & botanical products • Mary
As discussed, you and Biote® Medical, LLC (the “Company”) have mutually agreed to change your status from a full-time employee to a part-time employee and adjusting your role and responsibilities, accordingly. This letter agreement (the “Agreement”) sets forth the terms of your modified role, compensation, and schedule, as follows.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • August 9th, 2024 • Biote Corp. • Medicinal chemicals & botanical products • Texas
This is a Confidential Separation Agreement and General Release of Claims (“Agreement”) by and between Mary Puncochar (“Employee”) and BioTE Medical, LLC, a Texas limited liability company (together with its affiliates, parents, and subsidiaries the “Company”). Employee and Company collectively are referred to herein as the “Parties” or singularly as a “Party.”
SERVICES AGREEMENTServices Agreement • June 2nd, 2022 • Biote Corp. • Medicinal chemicals & botanical products • Texas
This SERVICES AGREEMENT (the “Agreement”) is entered into by and between Terry Weber (“Executive”) and BioTE Medical, LLC (the “Company”), and effective as of, and contingent upon, the closing of the transactions contemplated by that certain Business Combination Agreement dated as of December 13, 2021, by and among BioTE Holdings, LLC (“Holdings”), Haymaker Acquisition Corp. III (to be renamed biote Corp. as of the Effective Date), a publicly-traded Delaware corporation (“Parent”), and the other parties thereto (the “Transactions,” and such date, the “Effective Date”).
BUSINESS COMBINATION AGREEMENT by and among HAYMAKER ACQUISITION CORP. III, HAYMAKER SPONSOR III LLC, BIOTE HOLDINGS, LLC, BIOTE MANAGEMENT, LLC, DR. GARY DONOVITZ IN HIS INDIVIDUAL CAPACITY and TERESA S. WEBER AS THE MEMBERS’ REPRESENTATIVE HEREUNDER...Business Combination Agreement • December 14th, 2021 • Haymaker Acquisition Corp. III • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 13, 2021 (the “Effective Date”), by and among (i) Haymaker Acquisition Corp. III, a Delaware corporation (the “Buyer”), (ii) Haymaker Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), (iii) BioTe Holdings, LLC, a Nevada limited liability company (the “Company”), (iv) BioTe Management, LLC, a Nevada limited liability company (the “Class A Member”); (v) Dr. Gary Donovitz (the “Founder”), in his individual capacity and (vi) Teresa S. Weber (the “Members’ Representative”). Each of the Buyer, the Sponsor, the Company, the Class A Member, the Founder and the Members’ Representative is also referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them under Section 1.1.
Re: Transition AgreementTransition Agreement • March 15th, 2024 • Biote Corp. • Medicinal chemicals & botanical products
This letter sets forth the substance of the Transition Agreement (the “Agreement”) which BioTE Medical, LLC (the “Company”) is offering to you to aid in your employment transition.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 9th, 2023 • Biote Corp. • Medicinal chemicals & botanical products • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2023, is entered into by and among biote Corp., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).
Certain identified information marked with [***] has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 2nd, 2022 • Biote Corp. • Medicinal chemicals & botanical products • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of May 26, 2022 (the “Effective Date”), is made by and among (i) biote Corp. (formerly Haymaker Acquisition Corp. III), a Delaware corporation (“PubCo” or the “Company”); (ii) each of the member signatories party hereto (each, a “Member” and collectively, the “Members”); (iii) Teresa S. Weber in her capacity as the Members’ representative hereunder (the “Members’ Representative”); (iv) Haymaker Sponsor III LLC, a Delaware limited liability company (the “Sponsor”); and (v) solely for the purpose of Section 4.3, each of the SPAC Insiders (as defined in Section 1.1). Each of PubCo, the Members, the Members’ Representative, the Sponsor and the SPAC Insiders may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shal
SERVICES AGREEMENTServices Agreement • June 17th, 2022 • Biote Corp. • Medicinal chemicals & botanical products • Texas
This SERVICES AGREEMENT (the “Agreement”) is entered into by and between Marc Beer (“Chairman”) and BioTE Medical, LLC (the “Company”), and effective as of, and contingent upon, the closing of the transactions contemplated by that certain Business Combination Agreement dated as of December 13, 2021, by and among BioTE Holdings, LLC (“Holdings”), Haymaker Acquisition Corp. III (to be renamed biote Corp. as of the Effective Date), a publicly-traded Delaware corporation (“Parent”), and the other parties thereto (the “Transactions,” and such date, the “Effective Date”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF BIOTE HOLDINGS, LLC (a Delaware limited liability company) Dated as of May 26, 2022Operating Agreement • June 2nd, 2022 • Biote Corp. • Medicinal chemicals & botanical products • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (as amended, supplemented or restated from time to time in accordance herewith, this “Agreement”) of BIOTE HOLDINGS, LLC (the “Company”), dated as of May 26, 2022, is entered by and among the Company, the Original Member Representative (as defined herein), the Managing Member (as defined herein) and the other Members (as defined herein).
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • August 9th, 2024 • Biote Corp. • Medicinal chemicals & botanical products
This FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Agreement”), dated as of April 26, 2024 (the “First Amendment Effective Date”), is entered into by and among BIOTE MEDICAL, LLC, a Texas limited liability company (the “Borrower”), BIOTE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, and Truist Bank, as the Administrative Agent (the “Administrative Agent”).
