BENSON HILL, INC. : Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On June 30, 2022 (the “Borrowing Date”), Benson Hill, Inc. (the “Company”) and its directly or indirectly wholly-owned subsidiaries Benson Hill Holdings, Inc.,
BHB Holdings, LLC, DDB Holdings, Inc., Dakota Dry Bean Inc., Benson Hill Ingredients, LLC, Benson Hill Seeds Holding, Inc., Benson Hill Seeds, Inc.,
Benson Hill Fresh, LLC, J&J Produce, Inc., J&J Southern Farms, Inc.and Trophy Transport, LLC (the Company and such subsidiaries are each individually referred to as a “Borrower” and are all collectively referred to as the “Borrowers”), entered into a Joinder and First Amendment Agreement to the Loan Documents (the “Joint and First Amendment”) with Avenue Capital Management II, LP, as administrative agent and collateral agent (the “Agent”); and Avenue Venture Opportunities Fund, LP, Avenue Venture Opportunities Fund II, LP, Avenue Sustainable Solutions Fund, LP, Avenue Global Dislocation Opportunities Fund, LPand Avenue Global Opportunities Master Fund LP (each individually referred to as a “Lender” and all collectively as the “Lenders”). Consolidation and the First Amendment modify the contract of loan and security between the borrowers (other than Benson Hill Ingredients, LLC), the lenders and the agent have entered into December 29, 2021 (as amended, restated or supplemented from time to time, the “Loan Agreement”), which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 4, 2022.

Benson Hill Fresh Holdings, LLC had been a party to the loan agreement among the “borrowers” named therein, but with the consent of the agent was dissolved on
March 16, 2022.

In accordance with Junction and the First Amendment:

• Benson Hill Ingredients, LLC joined in the loan agreement as among the

   "Borrowers."

• The definition of the gross margin, which is a component of the milestone

   applicable to extension of the interest-only period of the Loan from 12 to 24
   months from the initial closing and which is a component of the milestone
   applicable to extension of the maturity date of the Loan from 36 to 42 months,
   is amended to exclude the financial impact from any "qualified" derivative
   hedging transactions, where such transactions are "qualified" by reason of the
   hedging impact thereof being temporal in nature;

• The definition of the conversion price is changed to the lower of (i) this amount

   as was confirmed in that certain Proposal from the Agent to the Company dated
   June 17, 2022; (ii) in the case of any "equity purchase commitments" and/or
   "at-the-market" or similar transactions which result in the realization by the
   Company of gross proceeds of $20,000,000 or more over any period of 14
   consecutive Trading Days prior to September 30, 2022, the VWAP for such 14 day
   period, where VWAP means the volume-weighted average price of the Company's
   Common Stock for the 14 consecutive trading days through and including the
   applicable date; and (iii) the effective price per share of any bona fide
   equity offering which closes after June 30, 2022 and prior to September 30,
   2022, and the parties agreed upon the methodology for calculation of the
   effective price per share of any bona fide equity offering which consists of
   the sale of units consisting of capital stock and warrants; and

• The definition of strike price is changed to the lower of (i) an amount such that

was confirmed in this proposal from the Agent to the Company dated

June 17, 2022; (ii) in the case of any “share purchase commitment” and/or

“on the market” or similar operations which lead to the realization by the

Gross Product Company of $20,000,000 or more in any period of 14

consecutive trading days before September 30, 2022the VWAP for these 14 days

period, where VWAP is the volume-weighted average price of the

ordinary shares for the 14 consecutive trading days up to and including the

applicable date; and (iii) the effective price per share of any bona fide

share offering closed after June 30, 2022 and before September 30,

2022, and the parties have agreed on the methodology for calculating the

effective price per share of any bona fide stock offering consisting of

the sale of units consisting of share capital and warrants.

On June 30, 2022the Borrowers borrowed the total sum of $20.0 million
under tranche 2 of the loan agreement. Thus, in accordance with the loan agreement, the lenders lent the borrowers the total principal sum of $100.0 millionand at that time, the outstanding principal balance of the loan described in the loan agreement is $100.0 million.

Other material terms of the loan agreement remain in effect, as described in the company’s current report on Form 8-K filed on January 4, 2022 . The above description of the Loan Agreement and Joinder and First Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Loan Agreement, which was previously filed as an exhibit 10.1 of the current report on Form 8-K filed on January 4, 2022 and Consolidation and First Amendment, which are filed as Exhibit 10.1 to this current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.

 Exhibit No.    Description
    10.1†         Joinder and First Amendment to Loan Documents, dated June 30, 2022,
                by and among the Company, certain of the Company's direct and indirect
                wholly-owned subsidiaries, the Agent, and the Lenders

     104        Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

† Some of the exhibits and attachments to this exhibit have been omitted pursuant to Rule SK 601(a)(5) and Rule 601(a)(6). The holder undertakes to provide in addition a copy of all the documents and annexes omitted from the Security and Exchange Commission at his request.

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