Biote and its directors and executive officers may also be deemed to be participants in the solicitation of
proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination are included in
definitive proxy statement for the proposed business combination.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal U.S. securities laws with respect to the proposed
business combination between Haymaker and Biote, the benefits of the transaction, the anticipated timing of the transaction, the services and markets of Biote, our expectations regarding future growth, results of operations, performance, future
capital and other expenditures, competitive advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements or other future events. These forward-looking statements
generally are identified by words such as anticipate, believe, expect, may, could, will, potential, intend, estimate, should,
plan, predict, or the negative or other variations of such statements, reflect our managements current beliefs and assumptions and are based on the information currently available to our management. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments
to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of
Haymakers securities; (ii) the risk that the transaction may not be completed by Haymakers business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Haymaker;
(iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the business combination agreement by the stockholders of Haymaker, the satisfaction of the minimum cash amount following any
redemptions by Haymakers public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third-party valuation in determining whether or not to pursue the proposed transaction; (v) the
occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; (vi) the effect of the announcement or pendency of the transaction on Biotes business relationships,
operating results and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Biote; (viii) the outcome of any legal proceedings that may be instituted against Biote or Haymaker related to the
business combination agreement or the proposed transaction; (ix) the ability to maintain the listing of Haymakers securities on a national securities exchange; (x) changes in the competitive industries in which Biote operates,
variations in operating performance across competitors, changes in laws and regulations affecting Biotes business and changes in the combined capital structure; (xi) the ability to implement business plans, forecasts and other
expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xii) the risk of downturns in the market and Biotes industry including, but not limited to, as a result of the COVID-19 pandemic; (xiii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with
respect to estimated stockholder redemptions; (xiv) the inability to complete the Truist debt financing; and (xv) risks and uncertainties related to Biotes business, including, but not limited to, those related to regulation, its
supply chain, its executive influence, its limited operating history, highly competitive markets and competition, data privacy and cybersecurity, its ability