Credit Agreement means the Credit Agreement, dated as of May 26,
2022, by and among BioTE Medical, Biote, the guarantors identified therein, the lenders party thereto from time to time, Truist Bank, as Administrative Agent, Swingline Lender and Issuing Bank, Bank of America, N.A. and Wells Fargo Bank, National
Association, as Co-Syndication Agents, Truist Securities, Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners.
Debt Financing means the Term Loan, the Revolving Loans and the Credit Agreement, collectively.
Earnout Voting Shares means 10,000,000 shares of Class V voting stock distributed to the Members by Biote.
Exchange Rights means, beginning on the six month anniversary of the Closing, the rights of the Members to have their
Retained Biote Units redeemed, together with one share of Class V voting stock and subject to certain conditions, in exchange for either one share of Class A common stock or in certain circumstances, at the election of the Company in its
capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock, pursuant to the terms and conditions of the Biote A&R OA.
Equity Securities means, with respect to any Person, all of the shares of capital stock or equity of (or other ownership or
profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares or equity (or such other
interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of such Person (including partnership or member interests
therein), whether voting or nonvoting.
Founder Holders means each of the Sponsor, Steven J. Heyer and Andrew R. Heyer.
Founder Shares means the shares of Class B common stock held by the Founder Holders, which such shares of
Class B common stock automatically converted into an equal number of shares of Class A common stock in connection with the Closing.
Governmental Entity means any nation or government, any state, province, county, municipal or other political subdivision
thereof, any entity exercising executive, legislative, tribal, judicial, regulatory or administrative functions of or pertaining to government, including any court, arbitrator (public or private) or other body or administrative, regulatory or
quasi-judicial authority, agency, department, board, commission or instrumentality of any federal, state, local or foreign jurisdiction, or any self-regulated organization or other non-governmental regulatory
authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law).
HYAC means Haymaker Acquisition Corp. III prior to the Business Combination.
Initial Shares means an aggregate of 58,565,824 Retained Biote Units (and any Equity Securities into which such units may
be exchanged), proportionately amongst the Members based on their respective percentage interests held in Biote as of immediately after the Closing.
Investor Rights Agreement means the Investor Rights Agreement entered into at the Closing, by and among the Company, the
Sponsor, the Members Representative and certain other parties.
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