biote Corp. — Director's Dealing 2022

May 31, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: biote Corp. (BTMD)
CIK: 0001819253
Period of Report: 2022-05-26

Reporting Person: Donovitz Gary Steven (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-26	Class V Common Stock	A	703808	$0.00	Acquired	703808	Indirect
2022-05-26	Class V Common Stock	J	144918	$0.00	Acquired	848726	Indirect
2022-05-26	Class V Common Stock	A	18653977	$0.00	Acquired	18653977	Indirect
2022-05-26	Class V Common Stock	J	3840969	$0.00	Acquired	22494946	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-26	Retained Biote Units	$	A	723551	Acquired		Class A Common Stock (703808)	Indirect
2022-05-26	Retained Biote Units	$	J	144918	Acquired		Class A Common Stock (144918)	Indirect
2022-05-26	Retained Biote Units	$	A	18653977	Acquired		Class A Common Stock (18653977)	Indirect
2022-05-26	Retained Biote Units	$	J	3840969	Acquired		Class A Common Stock (3840969)	Indirect

Footnotes

F1: These shares of Class V Common Stock of the Issuer provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A Common Stock of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Retained Biote Units held by such Class V Common Stock holder at the time of such vote.

F2: Received pursuant to the Business Combination Agreement between Haymaker Acquisition Corp. III, a Delaware corporation, Haymaker Sponsor III LLC, a Delaware limited liability company, BioTE Holdings, LLC, a Nevada limited liability company ("Biote"), BioTE Management, LLC, a Nevada limited liability company, Dr. Gary Donovitz, in his individual capacity and Teresa S. Weber, in her capacity as the members' representative (the "BCA").

F3: The securities are held by BioTE Management, LLC (the "LLC"). The Reporting Person is sole member of the LLC.

F4: Pursuant to the BCA, the Reporting Person acquired these earn-out securities which are subject to certain restrictions and potential forfeiture
pending the achievement of certain earnout targets or the occurrence of a Change of Control.

F5: The securities are held by Gary S. Donovitz 2012 Irrevocable Trust (the "Trust"). The Reporting Person is a trustee of the Trust.

F6: The Retained Biote Units (the "Units") represent non-voting limited liability company interests of Biote. Pursuant to the terms of the Second Amended and Restated Operating Agreement, beginning November 26, 2022 these Units and an equivalent number of shares of Class V Common Stock are exchangeable on a one-for-one basis for shares of Class A Common Stock, subject to certain conditions or in certain circumstances, at the election of the Issuer in its capacity as the sole manager of Biote, the cash equivalent of the market value of one share of Class A common stock. These exchange rights do not expire.