Exhibit 4.10


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE
TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


Date of Issuance: January 31, 2020


 


WARRANT TO ACQUIRE


 


SECURITIES OF


 


BENSON HILL, INC.


 


(Void after December 1, 2035)


 


This certifies that [    ], or
assigns (“Holder”), for value received, is entitled to acquire from BENSON HILL, INC., a Delaware corporation
(“Company”), the Applicable Number (hereinafter defined) of fully paid and nonassessable shares of, at Holder’s
option, either (i) Series C-1 Preferred Stock of Company (“Series C-1 Preferred Stock”) of Company or
(ii) any Subsequent Round Stock (hereinafter defined) of Company (the Series C-1 Preferred Stock and the Subsequent Round Stock,
as applicable, is sometimes referred to herein as, “Preferred Stock”), for cash, at a purchase price per share equal
to the Stock Purchase Price (hereinafter defined). Holder may also exercise this Warrant on a cashless or “net issuance” basis
as described in Section 1(b) below. 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/or supplemented from time to time, the “Loan Agreement”
and the “Supplement”, respectively), among Company and certain of its direct and indirect subsidiaries, as borrowers
(“Borrowers”), and [    ], as lender (“Lender”). Capitalized terms used herein and not otherwise defined
in this Warrant shall have the meaning(s) ascribed to them in the Loan Agreement and the Supplement, unless the context would otherwise
require.


 


“Applicable Number”
means: (i) if Holder chooses for this Warrant to be exercisable for Series C-1 Preferred Stock, the number of shares of Series C-1
Preferred Stock equal to the sum of (A) 342,594 and (B) the product of (x) 342,594 and (y) a fraction, the numerator
of which is the aggregate, original principal amount of the Loans advanced to Borrowers by Lender under the [    ] and the denominator of
which is $17,500,000; and (ii) if Holder chooses for this Warrant to be exercisable for Subsequent Round Stock, the number of shares
of Subsequent Round Stock obtained by dividing (A) the product of (i) the Applicable Number of shares of Series C-1 Preferred
Stock issuable hereunder and (ii) the Current Round Price (hereinafter defined), by (B) the corresponding Subsequent Round Price
(hereinafter defined). If in any case the Applicable Number of shares of Subsequent Round Stock includes a fraction then the fraction
shall be rounded down to the closest integral number.


 


“Stock Purchase
Price” means (i) if Holder chooses for this Warrant to be exercisable Series C-1 Preferred Stock, the Current
Round Price, or (ii) if Holder chooses for this Warrant to be exercisable for Subsequent Round Stock, the corresponding
Subsequent Round Price. In addition, if Holder chooses for this Warrant to be exercisable for Series C-1 Preferred Stock then
Holder also shall be entitled to receive (as calculated in relation to the Applicable Number) any options, warrants or other
convertible securities or similar consideration, if any, issued or delivered to any Person who acquired shares of Series C-1
Preferred Stock. “Current Round Price” means $3.6837 (subject to any adjustment for any splits, dividends or
distributions after the date of issuance of this Warrant).


 






     


     


    

 


“Subsequent Round
Price” means the lowest price per share paid by any Person for Company’s preferred equity securities (as applicable, “Subsequent
Round Stock”) issued in the corresponding Subsequent Round (hereinafter defined), including for this purpose the value of all
consideration given by any Person for such equity securities and specifically including any discounts afforded to any Person upon conversion
of any convertible security (e.g., a promissory note or a “simple agreement for future equity” (i.e., a SAFE)) held by such
Person in connection with the corresponding Subsequent Round or otherwise. “Subsequent Round” means each and every
bona fide round of equity financing that occurs after the final sale by Company of shares of Series C-1 Preferred Stock and includes
(and Holder shall be entitled to receive (as calculated in relation to the Applicable Number)) any options, warrants, or other convertible
securities or similar consideration, if any, issued or delivered to any Person who acquired shares of Subsequent Round Stock, provided
that the term Subsequent Round excludes any sales of Series C-1 Preferred Stock. For the avoidance of doubt, Holder’s option
to have this Warrant be exercisable for Subsequent Round Stock shall be a continuing option as to each and every Subsequent Round, provided
that such option shall apply to the entire Warrant.


 


Notwithstanding anything to
the contrary in the preceding paragraphs, if prior to a Change of Control (as such term is defined in Section 4.3 hereof) or an IPO
(as such term is defined in Section 4.3 hereof) Company consummates a Bridge Financing (hereinafter defined) and no Subsequent Round
occurs thereafter then Holder may elect to surrender this Warrant to Company at any time prior to the occurrence of a Trigger Event (hereinafter
defined) and receive in exchange therefor (in lieu of all rights to purchase shares of either Series C-1 Preferred Stock or Subsequent
Round Stock represented by this Warrant), all of the same consideration, securities, instruments (e.g., a promissory note) and rights
(collectively, the “Bridge Financing Securities”) that Holder would have received had it participated as a lender in
such Bridge Financing with a loan in the notional principal amount equal to the Applicable Number of shares of Preferred Stock then-issuable
upon exercise hereof at the time of such surrender multiplied by the corresponding Stock Purchase Price. “Bridge Financing”
means any round of debt financing effected by Company and any combination of its stockholders, their affiliates and other investors regularly
engaged in extending venture capital financing, whether the purpose of such financing is to bridge Company to a Subsequent Round, a Change
of Control, an IPO, or a “deemed liquidation event” (as described in Company’s Certificate of Incorporation, as amended
and restated from time to time (howsoever defined)). “Trigger Event” means the occurrence of an event that will trigger
the conversion or repayment of the corresponding Bridge Financing Securities. Company agrees to provide Holder with prior written notice
of the occurrence of a Trigger Event.


 


As soon as reasonably practicable
after the occurrence or non-occurrence of the latest event or condition necessary to determine (i) the actual number and type of
shares of Preferred Stock issuable upon exercise of this Warrant, or (ii) the Stock Purchase Price, if applicable, Company shall
deliver a supplement to this Warrant (subsequent to a request by Holder therefor), in substantially the form of Exhibit “A”
attached hereto, specifying the total number and series of shares of Preferred Stock issuable hereunder after giving effect to the foregoing
calculations, and otherwise completed with such quantity and price terms and other information as have been determined as a result of
the occurrence or non-occurrence of such events or conditions. The provisions of such supplement, once completed and executed, shall control
the interpretation and exercise of this Warrant; provided, however, that the failure of Company to deliver such supplement shall
not affect the rights of Holder to receive the number and type of shares of Preferred Stock as set forth herein.


 


Subject to Section 4.3,
this Warrant may be exercised at any time or from time to time up to and including 5:00 p.m. (Pacific time) on December 1, 2035
(the “Expiration Date”), upon surrender to Company at its principal office at 1100 Corporate Square Drive, Suite 150,
St. Louis, MO 63132 (or at such other location as Company may advise Holder in writing) of this Warrant properly endorsed with the Form of
Subscription attached hereto duly completed and signed and upon payment in cash or by check of the aggregate Stock Purchase Price for
the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject
to further adjustment as provided in Section 4 of this Warrant.


 






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This Warrant is subject to the following terms and conditions:


 


		1.	Exercise; Issuance of Certificates; Payment for Shares.



 


(a)           Unless
an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of Holder, at
any time or from time to time, on or before the Expiration Date for all or any portion of the shares of Preferred Stock (but not for a
fraction of a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased.
In the event, however, that pursuant to Company’s Certificate of Incorporation, as amended and restated from time to time (the “Charter”),
an event causing automatic conversion of shares of Preferred Stock shall have occurred prior to the exercise of this Warrant, in whole
or in part, then this Warrant shall be exercisable for the number of shares of Common Stock of Company (“Common Stock”)
into which the Preferred Stock not purchased upon any prior exercise of this Warrant would have been so converted (and, where the context
requires, reference to “Preferred Stock” shall be deemed to be or include Common Stock, as may be appropriate). Company agrees
that the shares of Preferred Stock purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of
such shares as of the close of business on the date on which the form of subscription shall have been delivered and payment made for such
shares. Subject to the provisions of Section 2, certificates for the shares of Preferred Stock so purchased, together with any other
securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by Company at Company’s expense
within a reasonable time after the rights represented by this Warrant have been so exercised. Except as provided in clause (b) of
this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, Company shall cancel
this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under this Warrant
surrendered upon such purchase to Holder within a reasonable time. Each stock certificate so delivered shall be in such denominations
of Preferred Stock as may be requested by Holder and shall be registered in the name of such Holder or such other name as shall be designated
by such Holder, subject to the limitations contained in Section 2.


 


(b)           Holder,
in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1,
may elect, at any time on or before the Expiration Date, to surrender this Warrant and receive that number of shares of Preferred Stock
computed using the following formula:


 


 


 


		Where:	X	=	the number of shares of Preferred Stock to be issued to Holder.



 


		 	Y	=	the number of shares of Preferred Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or
such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant).



 


			A	=	the Per Share Price (as defined in Section 1(c) below) of one (1) share of Preferred Stock at the time of the net exercise
under this Section 1(b).



 


			B	=	the Stock Purchase Price then in effect.



 


Election to exercise under this Section 1(b) may be made
by delivering a signed form of subscription to Company via facsimile, to be followed by delivery of this Warrant.


 






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(c)           For
purposes of Section 1(b), “Per Share Price” means the price per share determined in good faith by the Board of
Directors of Company (the “Board”) based on relevant facts and circumstances at the time of the net exercise under
Section 1(b), including in the case of a Change of Control (as defined in Section 4.3 hereof) the consideration receivable by
the holders of shares of Preferred Stock in such Change of Control and the liquidation preference (including any declared but unpaid dividends),
if any, then applicable to shares of Preferred Stock.


 


		2.	Limitation on Transfer.



 


(a)           This
Warrant and the shares of Preferred Stock issuable hereunder shall not be transferable except upon the conditions specified in this Section 2,
which conditions are intended to ensure compliance with the provisions of the Securities Act. Each holder of this Warrant or the shares
of Preferred Stock issuable hereunder will cause any proposed transferee of the Warrant or Preferred Stock to agree to take and hold such
securities subject to the provisions and upon the conditions specified in this Section 2. Notwithstanding the foregoing and any other
provision of this Section 2, Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this
Warrant (or the securities issuable, directly or indirectly, upon conversion of the shares, if any) at any time to an affiliate of Holder,
by giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number
of the transferee and surrendering this Warrant to Company for reissuance to the transferees(s) (and Holder, if applicable); provided,
however, that any such transfer to an affiliate of Holder shall be subject to compliance with applicable federal and state securities
laws.


 


(b)           Each
certificate representing (i) this Warrant, (ii) the shares of Preferred Stock issuable hereunder, (iii) the shares of Common
Stock issued upon conversion of such shares of Preferred Stock and (iv) any other securities issued in respect of (ii) or (iii) upon
any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions
of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144) be stamped
or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities
laws):


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE
TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


(c)           Holder
and each person to whom this Warrant is subsequently transferred represents and warrants to Company (by acceptance of such transfer) that
it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act
was in effect with respect to such securities at the time of issuance thereof) except pursuant to (i) an effective registration statement
under the Securities Act, (ii) Rule 144 under the Securities Act (or any other rule under the Securities Act relating to
the disposition of securities), or (iii) an opinion of counsel, reasonably satisfactory to counsel for Company, that an exemption
from such registration is available.


 






    	 	4	 



     


    

 


3.           Shares
to be Fully Paid; Reservation of Shares. Company covenants and agrees that all shares of Preferred Stock which may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable
and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. Company
further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, Company will
at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by
this Warrant, a sufficient number of shares of authorized but unissued Preferred Stock, or other securities and property, when and as
required to provide for the exercise of the rights represented by this Warrant. Company will take all such action as may be necessary
to assure that such shares of Preferred Stock may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any domestic securities exchange upon which the shares of Preferred Stock issuable hereunder may be listed.
Company will not take any action which would result in any adjustment of the Stock Purchase Price (as described in Section 4 hereof)
(i) if the total number of shares of Preferred Stock issuable after such action upon exercise of all outstanding warrants, together
with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and
upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized
by the Charter, (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares
of Preferred Stock together with all shares of Common Stock then outstanding and then issuable upon exercise of all options and upon
the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized
by the Charter or (iii) if the par value per share of the shares of Preferred Stock issuable hereunder would exceed the Stock Purchase
Price.


 


4.           Adjustment
of Stock Purchase Price and Number of Shares. The Stock Purchase Price and the number of shares purchasable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon
each adjustment of the Stock Purchase Price, Holder shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock
Purchase Price resulting from such adjustment.


 


4.1           Subdivision
or Combination of Stock. In case Company shall at any time subdivide its outstanding shares of Preferred Stock into a greater number
of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced and, conversely,
in case Company shall at any time combine its outstanding shares of Preferred Stock into a smaller number of shares, the Stock Purchase
Price in effect immediately prior to such combination shall be proportionately increased.


 


4.2           Dividends.
If at any time or from time to time the holders of Preferred Stock (or any shares of stock or other securities at the time receivable
upon the exercise of this Warrant) shall have received or become entitled to receive,


 


(a)           Preferred
Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into
or exchangeable for Preferred Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by
way of dividend or other distribution,


 


		(b)	any cash paid or payable, including as a cash dividend, or



 


(c)           Preferred
Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination
of shares or similar corporate rearrangement, (other than shares of Preferred Stock issued as a stock split, adjustments in respect of
which shall be covered by the terms of Section 4.1 above),


 


then and in each such case, Holder shall be entitled
to receive, without being required to first exercise this Warrant and without payment of any additional consideration therefor, the amount
of such securities and property (including cash in the cases referred to in clauses (b) and (c) above), which shall be determined
as if Holder had been the holder of record of the shares of Preferred Stock acquirable hereunder as of the date on which the other holders
of shares of Preferred Stock received or became entitled to receive such shares and/or all other additional stock and other securities
and property.


 






    	 	5	 



     


    

 


4.3           Automatic
Exchange upon Change of Control, IPO or Expiration Date. Upon the earliest to occur of (i) the Expiration Date, (ii) a
Change of Control (as hereinafter defined) and (iii) a sale of Company’s securities pursuant to a registration statement filed
by Company under the Securities Act (or pursuant to the laws of the jurisdiction in which the initial public offering is completed), in
connection with the first firm commitment underwritten offering of Company’s securities to the general public that occurs after
the date this Warrant is issued (“IPO”), this Warrant shall be deemed automatically and without need for notice to
Company, to be exchanged for a number of shares of Company’s securities of the type previously selected by Holder, such number of
shares being equal to the maximum number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described
herein) had Holder elected to exercise this Warrant immediately prior to the Expiration Date or the consummation of such Change of Control
or IPO, as applicable, and purchased all such shares pursuant to the cash exercise provision set forth in Section 1(a) hereof
(as opposed to the cashless exercise provision set forth in Section 1(b)). Company acknowledges and agrees that Holder shall not
be required to make any payment (cash or otherwise) for such shares as consideration for their issuance pursuant to the terms of the preceding
sentence. “Change of Control” shall mean any sale, license, or other disposition of all or substantially all of the
assets of Company, any reorganization, consolidation, merger or other transaction involving Company where the holders of Company’s
securities before the transaction beneficially own less than fifty (50%) of the outstanding voting securities of the surviving entity
after the transaction. This Warrant shall terminate upon Holder’s receipt of the number of shares of Company’s equity securities
described in this Section 4.3.


 


		4.4	Sale or Issuance Below Purchase Price; “Pay-to-Play” Exemption.



 


(a)           The
other antidilution rights applicable to the shares of Preferred Stock purchasable hereunder are set forth in the Charter. Such antidilution
rights shall not be restated, amended, modified or waived in any manner without Holder’s prior written consent if the effect of
such restatement, amendment, modification or waiver on Holder would be materially more adverse to Holder than, and substantially dissimilar
to, its effect on the other holders of the same series of Preferred Stock. Company shall promptly provide Holder with any restatement,
amendment, modification or waiver of the Charter promptly after the same has been made. The rights applicable to the shares of Preferred
Stock purchasable hereunder shall be equivalent to those rights Company has granted to the other holders of the same series of Preferred
Stock which is purchasable hereunder.


 


(b)           In
the event that, in connection with an equity or debt financing transaction which occurs after the date hereof, either (i) the rights,
preferences or privileges of the shares of Preferred Stock issuable upon the exercise of this Warrant are amended or modified, or (ii) a
recapitalization, reclassification, conversion or exchange of the outstanding shares of Preferred Stock is effected, but in either clause
(i) or clause (ii) having the effect of being applicable only to those holders of Preferred Stock not participating in such
equity or debt financing on a pro rata basis (each, as applicable, a “Pay-to-Play Transaction”), this Warrant (and
the shares of Preferred Stock issuable hereunder) shall be exempt from such Pay-to-Play Transaction, and shall automatically and without
any action required by Holder become exercisable for the type of securities as would have been issued or exchanged, or would have remained
outstanding or been purchasable, as the case may be, in respect of the shares of Preferred Stock issuable hereunder had Holder exercised
this Warrant in full prior to such event and purchased all shares pursuant to the cash exercise provision set forth in Section 1(a) hereof,
and participated in the equity or debt financing to the maximum extent permitted.


 


4.5           Notice
of Adjustment. Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable
upon the exercise of this Warrant Company shall give written notice thereof in accordance with the terms of Section 12 hereof. The
notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be signed by Company’s
chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any,
in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.


 






    	 	6	 



     


    

 


		4.6	Other Notices. If at any time:



 


		(a)	Company shall declare any cash dividend upon its Preferred Stock;



 


(b)           Company
shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution to the holders
of its Preferred Stock;


 


(c)           Company
shall offer for subscription pro rata to the holders of its Preferred Stock any additional shares of stock of any class or other rights;


 


(d)           there
shall be any capital reorganization or reclassification of any shares of the capital stock of Company, or consolidation or merger of Company
with, or sale of all or substantially all of its assets to, another entity;


 


		(e)	there shall be a voluntary or involuntary dissolution, liquidation or winding-up of



 


Company; or


 


(f)           Company
shall take or propose to take any other action, notice of which is actually provided to holders of shares of Preferred Stock;


 


then, in any one or more of said cases, Company
shall give in accordance with the terms of Section 12 hereof, (i) at least twenty (20) days’ prior written notice of the
date on which the books of Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for
determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation
or winding-up or other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up or other action, at least twenty (20) days’ written notice of the date when the same shall take place.
Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the
foregoing clause (ii) shall also specify the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred
Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up or other action as the case may be.


 


4.7           Certain
Events. If any change in the outstanding shares of Preferred Stock or any other event occurs as to which the other provisions of this
Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance
with the essential intent and principles of such provisions, then the Board shall make in good faith an adjustment in the number and class
of shares issuable under this Warrant, the Stock Purchase Price and/or the application of such provisions, in accordance with such essential
intent and principles, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give Holder upon exercise
for the same aggregate Stock Purchase Price the total number, class and kind of shares as Holder would have owned had this Warrant been
exercised prior to the event and had Holder continued to hold such shares until after the event requiring adjustment.


 


5.           Issue
Tax. The issuance of certificates for shares of Preferred Stock upon the exercise of this Warrant shall be made without charge to
Holder for any issue tax in respect thereof; provided, however, that Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of Holder
being exercised.


 


6.           Closing
of Books. Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Preferred Stock
issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.


 






    	 	7	 



     


    

 


7.           No
Voting Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon Holder the right to
vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of Company or any other matters
or any rights whatsoever as a stockholder of Company. If any dividends are due or paid at any time on the underlying securities for which
this Warrant is exercisable then the securities acquirable hereunder shall be deemed to have accrued dividends and be paid identical dividends
from the same time as the outstanding shares for which this Warrant is exercisable were first issued. No provisions hereof, in the absence
of affirmative action by Holder to purchase shares of Preferred Stock, and no mere enumeration herein of the rights or privileges of Holder
hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or as a stockholder of Company, whether such liability
is asserted by Company or by its creditors.


 


8.           Amendment
of Charter. Unless Holder consents thereto in writing, Company shall not amend its Charter prior to the exercise of this Warrant if
the Preferred Stock would be adversely affected by such amendment if the effect of such amendment on Holder would be materially more adverse
to Holder than, and substantially dissimilar to, its effect on the other holders of the same series of Preferred Stock.


 


9.           Registration
Rights. Holder shall be entitled, with respect to the shares of Preferred Stock issued upon exercise hereof or the shares of Common
Stock or other securities issued upon conversion of such shares of Preferred Stock as the case may be, to all of the registration rights
set forth in the Third Amended and Restated Investors’ Rights Agreement by and among Company and the Investors (as defined therein),
dated as of May 30, 2019 (as amended and/or restated from time to time, the “Rights Agreement”), to the same extent
and on the same terms and conditions as possessed by the investors thereunder with the following exceptions and clarifications: (i) Holder
will have no right to make a written request under the Rights Agreement that Company file a registration statement under Form S-1
of the Securities Act; (ii) Holder will be subject to the same provisions regarding indemnification as contained in the Rights Agreement;
and (iii) the registration rights are freely assignable by Holder in connection with a permitted transfer of this Warrant or the
shares issuable upon exercise hereof. Company shall take such action as may be reasonably necessary to assure that the granting of such
registration rights to Holder does not violate the provisions of the Rights Agreement or any of Company’s charter documents or rights
of prior grantees of registration rights.


 


10.           Rights
and Obligations Survive Exercise of Warrant. The rights and obligations of Company, of Holder and of the holder of shares of Preferred
Stock issued upon exercise of this Warrant, contained in Sections 6, 8, 9 and 19 shall survive the exercise of this Warrant.


 


11.           Modification
and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.


 


12.           Notices.
Any notice given by any party hereunder shall be in writing and personally delivered, sent by overnight courier, or United States mail,
postage prepaid, or sent by facsimile or other form of electronic transmission, or other authenticated message, charges prepaid, to the
other party’s or parties’ addresses shown on the Supplement. Each party may change the physical or electronic address or facsimile
number to which notices, requests and other communications are to be sent by giving written notice of such change to each other party.
Notice given by hand delivery shall be deemed received on the date delivered; if sent by overnight courier, on the next Business Day after
delivery to the courier service; if by first class mail, on the third Business Day after deposit in the U.S. Mail; if by facsimile, on
the date of transmission; and if by other form of electronic transmission, on the date that the recipient replies to the sender confirming
that such electronic transmission was received.


 






    	 	8	 



     


    

 


13.           Survival
of Certain Obligations. All of the obligations of Company relating to the shares of Preferred Stock issuable upon the exercise
of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of Company shall
inure to the benefit of the successors and assigns of Holder. Company will, at the time of the exercise of this Warrant, in whole or
in part, upon request of Holder but at Company’s expense, acknowledge in writing its continuing obligation to Holder in
respect of any rights (including, without limitation, any right to registration of the shares of Common Stock) to which Holder shall
continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of Holder to make any such
request shall not affect the continuing obligation of Company to Holder in respect of such rights.


 


14.           Descriptive
Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of California.


 


15.           Lost
Warrants or Stock Certificates. Company represents and warrants to Holder that upon receipt of evidence reasonably satisfactory to
Company of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to Company, or in the case of any such mutilation upon surrender and
cancellation of such Warrant or stock certificate, Company at its expense will make and deliver a new Warrant or stock certificate, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.


 


16.           Fractional
Shares. No fractional shares shall be issued upon exercise of this Warrant. Company shall, in lieu of issuing any fractional share,
pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.


 


17.           Representations
of Holder. With respect to this Warrant, Holder represents and warrants to Company as follows:


 


17.1           Experience.
It is experienced in evaluating and investing in companies engaged in businesses similar to that of Company; it understands that investment
in this Warrant involves substantial risks; it has made detailed inquiries concerning Company, its business and services, its officers
and its personnel; the officers of Company have made available to Holder any and all written information it has requested; the officers
of Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information
made available to it by Company; and it has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of investment in Company and it is able to bear the economic risk of that investment.


 


17.2           Investment.
It is acquiring this Warrant for investment for its own account and not with a view to, or for resale in connection with, any distribution
thereof. It understands that this Warrant, the shares of Preferred Stock issuable upon exercise thereof and the shares of Common Stock
issuable upon conversion of the Preferred Stock, have not been registered under the Securities Act, nor qualified under applicable state
securities laws.


 


17.3           Rule 144.
It acknowledges that this Warrant, the shares of Preferred Stock issuable hereunder and the shares of Common Stock issuable upon conversion
of such shares of Preferred Stock must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. It has been advised or is aware of the provisions of Rule 144 promulgated under the Securities
Act.


 


17.4          Access
to Data. It has had an opportunity to discuss Company’s business, management and financial affairs with Company’s management
and has had the opportunity to inspect Company’s facilities.


 


17.5          Accredited
Investor. It is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.


 






    	 	9	 



     


    

 


18.           Additional
Representations and Covenants of Company. Company hereby represents, warrants and agrees as follows:


 


18.1           Corporate
Power. Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations
hereunder.


 


18.2           Authorization.
All corporate action on the part of Company, its directors and stockholders necessary for the authorization, execution, delivery and performance
by Company of this Warrant has been taken. This Warrant is a valid and binding obligation of Company, enforceable in accordance with its
terms.


 


18.3           Offering.
Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and
sale of this Warrant is, and the issuance of shares of Preferred Stock upon exercise of this Warrant and the issuance of shares of Common
Stock upon conversion of such shares of Preferred Stock will be exempt from the registration requirements of the Securities Act, and are
exempt from the qualification requirements of any applicable state securities laws; and neither Company nor anyone acting on its behalf
will take any action hereafter that would cause the loss of such exemptions.


 


18.4           Listing;
Stock Issuance. Company shall secure and maintain the listing of the shares of Preferred Stock issuable upon exercise of this Warrant
and the shares of Common Stock or other securities issuable upon conversion of such shares of Preferred Stock upon each securities exchange
or over-the-counter market upon which securities of the same class or series issued by Company are listed, if any. Upon exercise of this
Warrant, Company will use its best efforts to cause stock certificates representing the shares of Preferred Stock purchased pursuant to
the exercise to be issued in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise. Upon conversion
of the shares of Preferred Stock into shares of Common Stock, Company will issue such shares of Common Stock in the names of Holder or
its nominees or assignees, as appropriate.


 


18.5           Charter
Documents. Company has provided Holder with true and complete copies of the Charter, Bylaws, and each Certificate of Designation or
other charter document setting, forth any rights, preferences and privileges of the shares of the capital stock of Company, each as amended
and in effect on the date of issuance of this Warrant.


 


18.6           Conversion
of Preferred Stock. As of the date hereof, each share of Series C-1 Preferred Stock is convertible into one share of the Common
Stock.


 


18.7           Financial
and Other Reports. Until the Expiration Date, Company shall furnish to Holder (i) contemporaneously with delivery to the
Board after the close of each fiscal year of Company, a balance sheet, together with an income statement, a cash flow statement and
a statement of changes in equity, for such fiscal year, in the same form as such annual financial statements are furnished to the
Board; (ii) within 45 days after the close of each fiscal quarter of Company, an unaudited balance sheet, income statement and
cash flow statement, each at and as of the end of such quarter, together with an up-to-date, detailed capitalization table; and
(iii) promptly after the closing of each equity financing and convertible debt financing consummated by Company after the date
this Warrant has been issued, a copy of the term sheet for such financing (if any), a post-closing, detailed capitalization table
and other information relating to the then-current valuation of Company. In addition, Company agrees to provide Holder at any time
and from time to time with such information as Holder may reasonably request for purposes of Holder’s compliance (as
determined by Holder in its reasonable discretion) with regulatory, accounting and reporting requirements applicable to Holder
(e.g., Fair Value Accounting Standard 157), including any 409A valuation reports (or equivalent reports), up-to-date Board Packages
and operating budgets, as well as information with respect to whether the securities issuable upon the exercise hereof constitute
 “qualified small business stock” for purposes of Section 1202(c) of the Internal Revenue Code and
Section 18152.5 of the California Revenue and Taxation Code. If in connection with a Change of Control Holder receives
securities of a privately held company then the rights described in this Section 18.7 shall be deemed to continue to apply to
such company in order to enable Holder to comply with regulatory, accounting and reporting requirements applicable to Holder.
Notwithstanding the foregoing, Company shall not be required to furnish to Holder the financial information described in this
Section 18.7 to the extent Company is required to furnish to Holder information pursuant to Loan Agreement Section 5.2,
and Company has furnished to Holder such information.


 






    	 	10	 



     


    

 


		19.	Right to Purchase Securities in Future Financings.



 


19.1           In
connection with any equity or convertible debt securities that Company may from time to time propose to offer or sell after the date of
issuance of this Warrant, Company hereby grants to Holder (subject to the provisions of Sections 19.2 and 19.3) the right to invest up
to the greater of (a) $2,500,000 or (b) such amount of cash as is required to enable Holder to purchase that number of any equity
or convertible debt securities as will enable Holder to own or acquire immediately after completion of such offering the same percentage
of the securities of Company (on a fully diluted, as exercised basis) as Holder purchased and/or had the right to purchase, either under
this Warrant or under any other warrant instrument held by Holder or any affiliate of Holder, immediately prior to commencement of such
offering. Holder shall not have any obligation to purchase Company’s securities in any such future sale(s). In the event Holder
exercises its purchase right set forth hereunder, Holder shall not have any obligation to purchase such securities, except pursuant to
those definitive purchase documents executed by other purchasers in connection with the applicable offering.


 


19.2           The
right to purchase securities in future sales by Company thereof described in this Section 19 shall apply to all future sales of Company’s
equity and convertible debt securities consummated by Company after the date hereof but prior to the termination of such right as provided
in Section 19.3(b). Notwithstanding the foregoing, the right to purchase securities in future sales by Company thereof described
in this Section 19 shall not be applicable to: (a) Exempted Securities (as defined in the Company’s Amended and Restated
Certificate of Incorporation, as amended from time to time); (b) securities of the Company which are excluded from the Right of First
Refusal contained in that certain Third Amended and Restated Investors’ Rights Agreement to which the Company is a party, as amended
from time to time; or (c) shares of capital stock issued in an IPO.


 


19.3           The
right to purchase securities in future sales by Company thereof described in this Section 19 shall (a) survive the payment and
satisfaction of all of Company’s Obligations to Lender, notwithstanding anything to the contrary set forth in any other Loan Document
executed or delivered by Company or Lender after the date hereof, and (b) automatically terminate and be of no further force or effect
immediately before the consummation of an IPO.


 


19.4           Holder
shall be entitled to apportion the right to purchase securities in future sales by Company thereof described in this Section 19 among
itself and any affiliate of Holder in such proportions as Holder deems appropriate.


 


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blank; signature page follows]


 






    	 	11	 



     


    

 


[Signature Page to Warrant]


 


IN WITNESS WHEREOF, Company has caused
this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first page hereof.


 


	BENSON HILL, INC.	 
	 	 
	By:	 	 
	Name:	 
	Title:	 




 






     


     


    

 


FORM OF SUBSCRIPTION


 


(To be signed only upon exercise of Warrant)


 


		To:	 	 



 


		 ̈	The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the
                                                                                                                                                                                               purchase right represented by such Warrant for, and to purchase thereunder, (1) See Below____________ (_______) shares (the
                                                                                                                                                                                               “Shares”) of Stock of __________ and herewith makes payment of _________ Dollars ($________) therefor, and
                                                                                                                                                                                               requests that the certificates for such shares be issued in the name of, and delivered to, __________, whose address is
                                                                                                                                                                                               ____________.



 


		 ̈	The undersigned hereby elects to convert ___________ percent (__%) of the value of the Warrant
                                                                                                                                                                                               pursuant to the provisions of Section 1(b) of the Warrant.



 


The undersigned acknowledges that it has reviewed the representations
and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such representations and warranties
to Company.


 




	 	Dated	 	 
	 	 	 
	 	Holder:	 	 
	 	 	 
	 	By:	 	 
	 	 	 
	 	Its:	 	 
	 	 	 
	 	(Address)	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


		(1)	Insert here the number of shares called for on the face of the
Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without
making any adjustment for additional Preferred Stock or any other stock or other securities or property or cash which, pursuant to the
adjustment provisions of the Warrant, may be issuable upon exercise.



 






     


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned, the holder
of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect
to the number of shares of Preferred Stock covered thereby set forth herein below, unto:


 


	Name of Assignee	 	Address	 	No. of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 





	 	Dated	 
	 	 
	 	Holder:	 
	 	 
	 	By:	 
	 	 
	 	Its:	 


 






     


     


    

 


EXHIBIT “A”


 


[On letterhead of Company]


 


Reference is hereby made to
that certain Warrant dated January 31, 2020 issued by BENSON HILL, INC., a Delaware corporation (the “Company”),
to ____________ (the “Holder”).


 


[IF APPLICABLE] The Warrant
provides that the actual number and type of shares of Company's capital stock issuable upon exercise of the Warrant and the initial exercise
price per share are to be determined by reference to one or more events or conditions subsequent to the issuance of the Warrant. Such
events or conditions have now occurred or lapsed, and Company wishes to confirm the actual number of shares issuable and the initial exercise
price. The provisions of this Supplement to Warrant are incorporated into the Warrant by this reference, and shall control the interpretation
and exercise of the Warrant.


 


[IF APPLICABLE] Notice is
hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe
adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].


 


This certifies that
Holder is entitled to purchase from Company, at the Holder’s option, either
(i) (                      )
fully paid and nonassessable shares of Company’s Series C-1 Preferred Stock at a price of Three and 6,837/10,000 Dollars
($3.6837) per share or
(ii) (                          )
fully paid and nonassessable shares of Company’s
                            Stock
at a price of                              Dollars
($                          )
per share. The applicable Stock Purchase Price and the number of shares purchasable under the Warrant remain subject to adjustment
as provided in Section 4 of the Warrant.


 


Executed this  ____ day of
______________, 20_     .


 


	 	BENSON HILL, INC.
	 	 
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 




 






     


     


    

 


NOTICE OF ADJUSTMENT


 


September 29, 2021


 


[Address of Holder]


 


Ladies and Gentlemen:


 


Reference is made to (i) that
certain Warrant dated January 31, 2020 issued by Benson Hill Inc., a Delaware corporation (the “Company”), to
[   ] and (ii) that certain Warrant, dated January 31, 2020, issued by the Company to [   ] (collectively, the “Warrants”)


 


The Warrants provide that
the actual number and type of shares of the Company’s capital stock issuable upon exercise of the Warrants and the initial exercise
price per share are to be determined by reference to one or more events or conditions subsequent to the issuance of the Warrants. Such
events or conditions have now occurred or lapsed, and the Company wishes to confirm the actual number of shares issuable and the initial
exercise price. The provisions of this letter agreement are incorporated into the respective Warrants by this reference and shall control
the interpretation and exercise of the Warrants.


 


Notice is hereby given pursuant
to Section 4.5 of the Warrants that the following adjustment(s) have been made to the Warrants: Pursuant to the terms of that
certain Merger Agreement, dated as of May 8, 2021, by and between the Company, Star Peak Corp II (“Star Peak”)
and STPC II Merger Sub Corp. (“Merger Sub”), the Company merged with and into Merger Sub and the Company was the surviving
entity and a wholly owned subsidiary of Star Peak Corp II (the “Merger”). In connection with the Merger, all Company
common stock that was issued and outstanding immediately prior to the closing of the Merger was cancelled and converted into the common
shares of Star Peak. In addition, all outstanding warrants of the Company automatically, by virtue of the Closing and without any action
on the part of the Company, Star Peak or the Holders, were assumed and converted into a warrant with respect to a number of Star Peak
common shares equal to the number of Company common units subject to each such warrant immediately prior to the closing multiplied by
the Exchange Ratio (as defined in the Merger Agreement).


 


This certifies that each Holder
is entitled to purchase from Star Peak, at such Holder’s option, fully paid and nonassessable common shares of Star Peak at a price
of Three and 43/100 ($3.43) per share. The number of shares purchasable at such price upon the exercise of the Warrants is set forth on
Exhibit A attached hereto.


 


[Remainder of page intentionally left blank]


 






     


     


    

 


	 	Sincerely,
	 	 
	 	BENSON HILL, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Notice of Adjustment]


 






     


     


    

 


EXHIBIT A


 


PURCHASABLE SHARES


 


	WARRANT 

HOLDER	PRIOR SHARE

 AMOUNT	CONVERSION 

RATIO	NEW SHARE 

AMOUNT
	[   ]	[   ]	1.0754	[   ]
	[   ]	[   ]	1.0754	[   ]