LOAN AND SECURITY AGREEMENT Dated as of December 29, 2021 among BENSON HILL, INC., a Delaware corporation, (as “Parent”, and together with each party executing a signature page hereto as such, individually and collectively, jointly and severally,...Loan and Security Agreement • January 4th, 2022 • Benson Hill, Inc. • Food and kindred products • California
Borrower, Lenders and Agent have entered or anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among DDB HOLDINGS, INC., BENSON HILL, INC., ZFS CRESTON, LLC, ZFS SOLUTIONS, LLC, AS SELLERS’ REPRESENTATIVE, and THE SELLERS SET FORTH HEREIN December 30, 2021Membership Interest Purchase Agreement • January 4th, 2022 • Benson Hill, Inc. • Food and kindred products • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of December 30, 2021 by and among DDB Holdings, Inc., a Delaware corporation (“Buyer”), Benson Hill, Inc., a Delaware corporation and indirect parent company of Buyer, solely in its capacity as guarantor pursuant to Section 9.17 (“Parent”), ZFS Creston, LLC, a Delaware limited liability company (the “Company”), ZFS Solutions, LLC, as Sellers’ Representative, and each of the holders of outstanding membership interests in the Company (the “Membership Interests”) listed on Schedule I (each a “Seller” and, collectively, “Sellers”).
BENSON HILL, INC. STOCK PURCHASE WARRANTBenson Hill, Inc. • January 4th, 2022 • Food and kindred products • Delaware
THIS CERTIFIES THAT for value received, subject to the terms and conditions hereinafter set forth, [Avenue Venture Opportunities Fund, LP]1, a Delaware limited partnership, or permitted assigns (the “Holder”), is entitled to purchase shares of the capital stock of Benson Hill, Inc., a Delaware corporation (the “Company”), as determined in accordance with this Warrant, upon presentation of this Warrant and payment of the Exercise Price (as defined below) for the shares of capital stock purchased at the principal office of the Company or at such other place as shall have been designated by the Company. This Warrant is issued in connection with that certain Loan and Security Agreement and Supplement thereto, both of even date herewith (as amended, restated and supplemented from time to time, the “Loan Agreement” and the “Supplement”, respectively), between Company, as borrower, and Holder, as lender (“Lender”).
