Exhibit 10.2
[*****] 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 AGREEMENT
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”).
WHEREAS, Marci began litigation in the Court of Chancery styled The Donovitz Family Irrevocable Trust v. Weber, C.A. No. 2024-0617-NAC (“Lawsuit”), and the Parties desire to resolve that Lawsuit;
WHEREAS, this Agreement shall be and remains in effect despite the discovery or existence of any new or additional fact, or any fact different from that which any Party now knows or believes to be true;
WHEREAS, by entering into this Agreement, signing it, and accepting the consideration provided herein and the benefits of it, the Parties acknowledge and agree that they are giving up forever any right to seek further monetary or other relief from other Parties and certain affiliated persons and entities as broadly described in the release section of this Agreement.
NOW, THEREFORE, in consideration of the below mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
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Bank: [*****] |
Address: [*****] |
ABA Routing #: [*****] |
Beneficiary: [*****] |
Credit Account #: [*****] |
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If to Donovitz: | Marci Donovitz [*****] |
with a copy (which shall not constitute effective notice) to: | Mr. William A. Brewer III Brewer, Attorneys & Counselors 1717 Main Street, Suite 5900 Dallas, TX 75201 Email: wab@brewerattorneys.com
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If to the Biote Entities, Conlon, Beer or Weber: | BioTE Holdings, LLC 1875 W. Walnut Hill Lane Irving, TX 75038 Attention: Mary Elizabeth Conlon Email: Marybeth.Conlon@biote.com
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with a copy (which shall not constitute effective notice) to: | McKool Smith |
If to Haymaker or Steven Heyer: | Steven J. Heyer [*****] |
with a copy (which shall not constitute effective notice) to | Sidney Burke DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, NY 10020 Email: Sidney.Burke@us.dlapiper.com
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If to Cooley: | Ann Mooney Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111-4004 Email: mooneyam@cooley.com
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with a copy (which shall not constitute effective notice) to | David E. Ross Ross Aronstam & Moritz LLP 1313 North Market Street, Suite 1001 Wilmington, DE 19801 Email: DRoss@ramllp.com |
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IN WITNESS WHEREOF, the Parties have executed this Agreement intending to make this a document under seal.
/s/ Marci M. Donovitz |
| /s/ Mark D. Beer |
/s/ Marci M. Donovitz |
| /s/ Mark D. Beer |
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| /s/ Mark D. Beer |
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| /s/ Mark D. Beer |
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| /s/ Teresa S. Weber |
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| /s/ Mary Elizabeth Conlon |
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| /s/ Steven J. Heyer |
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| /s/ Steven J. Heyer |
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| /s/ Ann Mooney |
EXHIBIT A
BIOTE CORP.
VOTING AGREEMENT
This Voting Agreement, dated as of June 28, 2024 (this “Agreement”), is entered into by and among biote Corp., a Delaware corporation (together with any direct or indirect successor or assign thereof, the “Corporation”), and Marci M. Donovitz (“Marci”), the Donovitz Family Irrevocable Trust (“Trust,” and together with Marci and any transferee of any of the foregoing, the “Stockholders” and each a “Stockholder”), pursuant to the Settlement Agreement settling all claims between the Corporation and the Stockholders (the “Settlement Agreement”).
WHEREAS, as of the date hereof, the Stockholders are the record and beneficial owners of Class V Common Stock, par value $0.0001 per share, of the Corporation and Class A Common Stock, par value $0.0001 per share, of the Corporation, identified on Exhibit A (such shares, together with such additional shares of capital stock of the Corporation or other securities of the Corporation that they or any transferee now or may hereafter hold record or beneficial ownership of from time to time, and any and all other shares of capital stock or other securities (whether of the Corporation, any successor thereto or any other Person (as defined below)) issued in respect thereof in any manner, including, without limitation, whether by dividend, stock dividend, liquidating distribution, reclassification, exchange, combination, subdivision, redemption, recapitalization, merger, consolidation, division, conversion, domestication, transfer, continuance, dissolution, liquidation or winding up, operation of law, similar event or otherwise, the “Subject Shares” and any such transaction or similar event or transaction, a “Reorganization”); and
WHEREAS, the parties hereto desire to enter into this Agreement in connection with the resolution of certain matters, pursuant to the Settlement Agreement, and in order to govern the Subject Shares from and after the date hereof.
NOW, THEREFORE, the parties hereto agree as follows:
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“beneficial ownership” shall have the meaning defined in Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934, as amended.
“Person” means a company, a joint venture, a corporation (including any non-profit corporation), an estate, a firm, an association, a trust, a partnership (general or limited), a limited liability company, a limited liability partnership, an unincorporated organization or any other entity.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of undersigned has executed this Agreement as of the date first-above written.
biote Corp.
By: /s/Marc D. Beer
Name: Marc D. Beer
Title: Chairman
Stockholders:
Marci M. Donovitz
/s/Marci M. Donovitz
Marci M. Donovitz
The Donovitz Family Irrevocable Trust
By: /s/ Marci M. Donovitz
Marci M. Donovitz
Trustee
Exhibit A
Stockholder | Shares of Class A Common Stock | Shares of Class V Common Stock |
Donovitz Family Irrevocable Trust | 0 | 8,293,220 |