INDEMNITY AGREEMENTIndemnity Agreement • October 5th, 2021 • Benson Hill, Inc. • Food and kindred products • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Benson Hill, Inc., a Delaware corporation (the “Company”), and_________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2021 • Star Peak Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 8, 2021 by and between Star Peak Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
STAR PEAK CORP II Evanston, Illinois 60201Star Peak Corp II • December 18th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Star Peak Sponsor II LLC (the “Subscriber” or “you”) has made to purchase 10,062,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,312,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Star Peak Corp II, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Star Peak Corp II 1603 Orrington Avenue, 13th Floor Evanston, Illinois 60201Letter Agreement • December 29th, 2020 • Star Peak Corp II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Star Peak Corp II, a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 35,000,000 of the Company’s units (including 5,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting 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 warrant (each whole warrant, a “Warrant”). Each 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2020 • Star Peak Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Star Peak Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
35,000,000 Units Star Peak Corp II UNDERWRITING AGREEMENTStar Peak Corp II • January 8th, 2021 • Blank checks • New York
Star Peak Corp II, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (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 herein and not otherwise
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 8th, 2021 • Star Peak Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 5, 2021, is entered into by and among Star Peak Corp II, a Delaware corporation (the “Company”), and Star Peak Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • January 8th, 2021 • Star Peak Corp II • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 8, 2021, is made and entered into by and among Star Peak Corp II, a Delaware corporation (the “Company”), Star Peak Sponsor II 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Star Peak Corp II 1603 Orrington Avenue, 13th Floor Evanston, Illinois 60201Letter Agreement • January 8th, 2021 • Star Peak Corp II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Star Peak Corp II, a Delaware corporation (the “Company”) and Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 35,000,000 of the Company’s units (including 5,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each consisting 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 warrant (each whole warrant, a “Warrant”). Each 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
WARRANT AGREEMENT between STAR PEAK CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 8th, 2021 • Star Peak Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 8, 2021, is by and between Star Peak Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
WARRANT AGREEMENT between STAR PEAK CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 29th, 2020 • Star Peak Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Star Peak Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 15th, 2024 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective June 16, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.
Executive Employment AgreementExecutive Employment Agreement • March 28th, 2022 • Benson Hill, Inc. • Food and kindred products • Delaware
This Executive Employment Agreement (the “Agreement”) is made and effective immediately following the Company’s filing with the Securities and Exchange Commission of its Annual Report on Form 10-K for the year ended December 31, 2021, by and between DEAN FREEMAN (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENT by and among SWEET SIXTY, LLC, BENSON HILL FRESH, LLC, and BENSON HILL HOLDINGS, INC. dated as of December 29, 2022Stock Purchase Agreement • January 4th, 2023 • Benson Hill, Inc. • Food and kindred products • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of this 29th day of December, 2022 (the “Effective Date”), by and among Sweet Sixty, LLC, a Florida limited liability company (“Buyer”), Benson Hill Fresh, LLC, a Delaware limited liability company (“Seller”) and Benson Hill Holdings, Inc., a Delaware corporation (“Holdings”, and, together with Seller, the “Seller Parties”)). Each of the foregoing herein referred to as a “Party,” and collectively, the “Parties.”
BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT OUTPERFORMANCE AWARDRestricted Stock Unit Agreement • March 28th, 2022 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective January 7, 2022 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and MATTHEW CRISP (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 4th, 2023 • Benson Hill, Inc. • Food and kindred products • Florida
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and dated as of this 29th day of December, 2022, by and between SWEET SIXTY, LLC, a Florida limited liability company (“Buyer”), and J & J PRODUCE, INC., a Florida corporation (“Seller”).
BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 ANNUAL LTIP AWARDRestricted Stock Unit Agreement 2023 Annual Ltip Award • March 15th, 2024 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 16, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 22nd, 2023 • Benson Hill, Inc. • Food and kindred products • Delaware
This Executive Employment Agreement (the “Agreement”) is made and entered into as of December 22, 2023 (the “Effective Date”), by and between ADRIENNE ELSNER (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”).
ContractStar Peak Corp II • August 30th, 2021 • Food and kindred products
In connection with the Agreement and Plan of Merger, dated as of May 8, 2021, (the “Merger Agreement”), by and among Star Peak Corp. II , a Delaware corporation (“STPC”), STPC II Merger Sub Corp., a Delaware corporation, (“Merger Sub”) and Benson Hill, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub shall merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), we have acted as counsel to STPC in connection with the preparation and filing of the Registration Statement on Form S-4 (Registration Statement No. 333-256161), originally filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2021 (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the proxy statement/prospectus which forms a part of the Registration Statement.
SUPPORT AGREEMENTSupport Agreement • May 10th, 2021 • Star Peak Corp II • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) dated as of [•], 2021, is entered into by and among Star Peak Corp II (“STPC”) and each of the Pre-Closing Holders set forth on Schedule A hereto (the “Supporting Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 28th, 2022 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 18, 2022 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.
ASSET PURCHASE AGREEMENT BY AND BETWEEN WHITE RIVER SOY PROCESSING, LLC AND BENSON HILL INGREDIENTS, LLC DATED AS OF October 31, 2023Asset Purchase Agreement • October 31st, 2023 • Benson Hill, Inc. • Food and kindred products • Indiana
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2023, by and between White River Soy Processing, LLC, a Nebraska limited liability company (“Purchaser”), and Benson Hill Ingredients, LLC, a Delaware limited liability company (“Seller”).
EXCLUSIVE COLLABORATION AND MARKETING RIGHTS AGREEMENTExclusive Collaboration and Marketing Rights Agreement • August 8th, 2022 • Benson Hill, Inc. • Food and kindred products • Delaware
This Exclusive Collaboration and Marketing Rights Agreement (this “Agreement”) is entered into as of August 5, 2022 (the “Effective Date”), by and between Archer-Daniels-Midland Company (“ADM”) and Benson Hill Holdings, Inc. (“BH”). ADM and BH are referred to herein individually as a “Party” and together as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2022 • Benson Hill, Inc. • Food and kindred products • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Benson Hill, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Investor”). The Company is seeking commitments from accredited investors to purchase units (the “Units”) consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock,” and the shares of Common Stock acquired by the investors collectively, the “Shares”), and (ii) the right to purchase one-third (1/3) of one share of Common Stock (collectively, the “Warrant Shares”) upon exercise of a stock purchase warrant, in the form of Exhibit A hereto (the “Warrant”), in a private placement for a purchase price of $3.25 per Unit (the “Per Unit Purchase Price”). On or about the date of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription Agreements” and togeth
BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT 2023 ANNUAL LTIP AWARDRestricted Stock Unit Agreement 2023 Annual Ltip Award • August 9th, 2023 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective June 15, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and DEANIE ELSNER (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.
BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT — FOUNDER’S GRANTRestricted Stock Unit Agreement • January 11th, 2022 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective January 7, 2022 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.
Joinder and FIRST AMENDMENT TO LOAN DocumentsBenson Hill, Inc. • July 7th, 2022 • Food and kindred products
THIS JOINDER AND FIRST AMENDMENT TO LOAN DOCUMENTS (the “Amendment”), is made and entered into as of June 30, 2022 (the “First Amendment Effective Date”), by and among Benson Hill, Inc., a Delaware corporation (the “Parent”), Benson Hill Holdings, Inc., a Delaware corporation (“BH Holdings”), BHB Holdings, LLC, a North Carolina limited liability company (“BHB Holdings”), DDB Holdings, Inc., a Delaware corporation “DDB Holdings”), Dakota Dry Bean Inc., a North Dakota corporation (“Dakota Dry Bean”), Benson Hill Ingredients, LLC, a Delaware limited liability company “BHI”), Benson Hill Seeds Holding, Inc., a Delaware corporation (“BHS Holding”), Benson Hill Seeds, Inc., a Delaware corporation (“BHS”), Benson Hill Fresh, LLC, a Delaware limited liability company (“BHF”), J&J Produce, Inc., a Florida corporation (“JJP”), J&J Southern Farms, Inc., a Florida corporation (“JSF”), and Trophy Transport, LLC, a Florida limited liability company (“Trophy Transport”) (Parent and each of BH Holding
FORM OF BENSON HILL, INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • March 15th, 2024 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Share Award Agreement (this “Agreement”) is made and entered into effective December 21, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Shares may be granted.
BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 15th, 2024 • Benson Hill, Inc. • Food and kindred products • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 16, 2023 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and MATTHEW CRISP (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2024 • Benson Hill, Inc. • Food and kindred products
THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Thirteenth Amendment”) is dated this 1st day of November, 2023 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “Lender”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (defined below).
STAR PEAK CORP II 1603 Orrington Avenue, 13th Floor Evanston, IL 60201Star Peak Corp II • December 18th, 2020 • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Star Peak Corp II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BENSON HILL, INC. AMENDED AND RESTATED STOCK PURCHASE WARRANTStock Purchase Warrant • March 16th, 2023 • Benson Hill, Inc. • Food and kindred products • Delaware
THIS AMENDED AND RESTATED STOCK PURCHASE WARRANT (the “Warrant”) amends, restates and completely replaces the Stock Purchase Warrant issued by the Company to ____, a ____,1 or permitted assigns on December 29, 2021 (the “Prior Warrant”). The Prior Warrant is hereby superseded in its entirety by the terms hereof and is no longer of any force or effect.
UNAUDITED PRO FORMA FINANCIAL INFORMATIONPro Forma Financial Information • February 14th, 2024 • Benson Hill, Inc. • Food and kindred products
On February 13, 2024, DDB Holdings, Inc. (the “DDB”), an indirect wholly-owned subsidiary of Benson Hill, Inc. (the “Company”) (and for limited purposes only, Benson Hill Holdings, Inc., a direct wholly-owned subsidiary of the Company), entered into a Membership Interest Purchase Agreement (the “MIPA”) with White River Creston, LLC (the “Purchaser”). Pursuant to the MIPA, on February 13, 2024, DDB sold all of its interests in its wholly-owned subsidiary, Benson Hill Ingredients, LLC (“BHI”), which owns and operates a soybean processing facility in Creston, Iowa, to the Purchaser for approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,000, subject to certain adjustments and holdbacks as set forth in the MIPA (the “Creston Sale”).
FOURTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2024 • Benson Hill, Inc. • Food and kindred products
THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Fourteenth Amendment”) is dated this 7th day of March, 2024 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “Lender”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (defined below).
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2023 • Benson Hill, Inc. • Food and kindred products
THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Twelfth Amendment”) is dated this 29 day of June, 2023 by and among DAKOTA DRY BEAN INC., a North Dakota corporation (together with its successors and assigns, the “Borrower”), and FIRST NATIONAL BANK OF OMAHA, a national banking association (together with its successors and assigns, the “Lender”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Credit Agreement (defined below).
