Exhibit 10.2


 


EARNOUT ESCROW AGREEMENT


 





This EARNOUT ESCROW AGREEMENT
(this “Agreement”) is made and entered into as of September 29, 2021, by and among Benson Hill, Inc., a Delaware
corporation (f/k/a Star Peak Corp II) (“PubCo”), Shareholder Representative Services LLC, a Colorado limited liability
company, solely in its capacity as the representative of the Earn Out Recipients (together with any successor appointed in accordance
with the Merger Agreement, the “Holder Representative”, and together with PubCo, sometimes referred to individually
as a “Party” or collectively as the “Parties”), and Continental Stock Transfer & Trust
Company (the “Earnout Escrow Agent”). Capitalized terms used but not defined herein shall have the respective meanings
ascribed to them in the Merger Agreement (as defined herein).


 


WHEREAS,
Benson Hill, Inc., a Delaware corporation,
STPC II Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Star Peak Corp II, a Delaware corporation
(have entered into that certain Agreement and Plan of Merger, dated as of May 8, 2021 (together with all exhibits, schedules and
annexes thereto, as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”),
pursuant to which the parties thereto have agreed to establish an escrow arrangement for the purposes set forth therein;


 


WHEREAS, in accordance
with Section 2.6 of the Merger Agreement, shares of restricted STPC Common Shares shall be issued by
STPC to the Earn Out Recipients (the “Earnout Shares);


 


WHEREAS, the Earnout
Shares shall be held in escrow by the Earnout Escrow Agent pursuant to the terms of this Agreement (the “Escrow Account”)
and shall be released by the Earnout Escrow Agent only upon the occurrence of certain triggering events as specifically set forth in this
Agreement and pursuant to Section 2.6 of the Merger Agreement;


 


WHEREAS, pursuant to
Section 8.20 of the Merger Agreement, the Holder Representative is appointed as the representative, true and lawful attorney in fact
and agent for all of the Pre-Closing Holders for all purposes set forth therein; and


 


WHEREAS,
the Parties desire to constitute and appoint the Earnout Escrow Agent as escrow agent hereunder, and the Earnout Escrow Agent is willing
to assume and perform the duties and obligations of the escrow agent pursuant to the terms and conditions set forth herein.


 


NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as
follows:


 


		1.	Appointment. PubCo and the Holder Representative, acting on behalf of the Earnout Recipients hereby
appoint the Earnout Escrow Agent as their escrow agent to hold the Earnout Shares and any Escrowed Dividends (as defined herein) received
by the Earnout Escrow Agent pursuant to Section 2(f) in
escrow for the Earn Out Recipients and to administer and disburse the Earnout Shares and the Escrow Dividends and otherwise for the purposes
set forth herein, and the Earnout Escrow Agent hereby accepts such appointment under the express terms and conditions set forth herein.



 


		2.	Deposit, Delivery and Receipt of Earnout Shares; Other Actions.



 


		(a)	At the Closing and immediately prior to
the Effective Time, PubCo will deliver, or cause to be delivered, 17,562,680 Earnout Shares to the Earnout Escrow Agent electronically
through the DTC’s Deposit/Withdrawal At Custodian system to an
account designated by the Earnout Escrow Agent.



 






    


     


    

 


		(b)	The Earnout Escrow Agent will hold the Earnout Shares in the Escrow Account as a book-entry position with
a number of Earnout Shares registered in the name of each applicable Earnout Recipient as set forth opposite such Member’s
name on Exhibit A, until any such Earnout Shares are to be
(i) released to the Earn out Recipients on a Pro Rata Basis, or (ii) otherwise
forfeited and released to PubCo, in each case, in accordance with the terms of this Agreement and the Merger Agreement.



 


		(c)	When all or any portion of the Earnout Shares are required to be released under the Merger Agreement,
the Parties shall deliver joint written instructions to the Earnout Escrow Agent in accordance with the security procedures set forth
in Section 11 and executed by each of PubCo and the Holder Representative
(a “Release Notice”).
The Parties agree that the Earnout Shares shall not be subject to attachment by any creditor (including any creditor of any party to the
Merger Agreement).



 


		(d)	The Earnout Escrow Agent does not own or have any interest in the Earnout Shares or any Escrowed Dividends,
but is serving as escrow holder, having only possession thereof and agreeing to hold and distribute the Earnout Shares and any Escrowed
Dividends in accordance with the terms and conditions set forth herein.



 


		(e)	The Parties agree that the Earn Out Recipients shall retain all voting rights and other shareholder rights
with respect to the Earnout Shares (except, in each case, the right to receive any dividends or other distributions paid in respect of
such Earnout Shares following the Closing and prior to the release of such Earnout Shares, which instead shall be governed by the terms
of this Agreement) until such shares are released from the Escrow Account in accordance with the terms of this Agreement and the Merger
Agreement. For so long as the Earnout Shares are held by the Escrow Agent, the Escrow Agent shall vote the Earnout Shares solely as directed
in writing by the Holder Representative. Any dividend or other distributions distributed on any Earnout Shares (collectively the “Escrowed
Dividends”) shall be distributed to and held by the Earnout
Escrow Agent, and shall be disbursed by the Escrow Agent together with and when the Earnout Shares on which such dividend was distributed
are released, to the same person or entity to whom such Earnout Shares are released in accordance with the terms of this Agreement. For
the avoidance of doubt, any release or distribution of Earnout Shares in accordance with this Agreement shall also be understood to include
a distribution of the Escrowed Dividends, if any, with respect to such released Earnout Shares.



 






    


     


    

 


		(f)	Any cash Escrowed Dividends shall be delivered to the Earnout Escrow Agent to be held in a bank account
and be deposited in one or more non-interest-bearing accounts to be maintained by the Earnout Escrow Agent in the name of the Earnout
Escrow Agent at one or more of the banks listed in Schedule 3 hereto (the “Approved
Banks”). The deposit of such Escrowed Dividends in any of the
Approved Banks shall be deemed to be at the direction of the applicable Party entitled to such Escrowed Dividends (for the avoidance of
doubt, when the Earn Out Recipients are entitled to such Escrowed Dividends, for purposes hereunder, the “applicable
Party” shall be the Holder Representative acting on behalf of the
Earn Out Recipients). At any time and from time to time, the applicable Party entitled to such Escrowed Dividends may direct the Earnout
Escrow Agent, by written instruction, (i) to deposit such dividends
with a specific Approved Bank, (ii) not to deposit any new dividend
amount in any Approved Bank as specified in such written instruction and/or (iii) to
withdraw all or any of such dividends that may then be deposited with any Approved Bank specified in such written instruction. With respect
to any such written instruction by the applicable Party entitled to the Escrowed Dividends, the Earnout Escrow Agent will withdraw such
amount specified in such written instruction as soon as reasonably practicable and the Parties acknowledge and agree that such specified
amount remains at the sole risk of the Parties prior to and after such withdrawal. Any amount so withdrawn may be reinvested or deposited
with any other Approved Bank or any Approved Bank instructed by the applicable Party entitled to the Escrowed Dividends in such written
instruction. So long as the Earnout Escrow Agent is holding any amount of the cash Escrowed Dividends in accordance with this Agreement
and absent investment instructions from the applicable Party in accordance with this Section 2(g) (such
amount in respect of which no investment instructions have been received, a “Non-Invested
Amount”), the Earnout Escrow Agent shall deposit the Non-Invested
Amount in a non-interest-bearing account with an Approved Bank and such deposit of the Escrowed Dividend in any of the Approved Banks
shall be deemed to be at the direction of the applicable Party entitled to such Escrowed Dividends.



 


		(g)	The Earnout Escrow Agent shall have no duty, responsibility or obligation to invest any cash Escrowed
Dividends or other funds or cash held by it hereunder other than in accordance with this Section 2.



 


		(h)	The amounts held in custody by the Earnout Escrow Agent pursuant to this Agreement are at the sole risk
of the Parties and, without limiting the generality of the foregoing, the Earnout Escrow Agent shall have no responsibility or liability
for any diminution of the cash Escrowed Dividends which may result from any deposits made pursuant to this Agreement, including any losses
resulting from a default by an Approved Bank or any other credit losses (whether or not resulting from such default) or other losses on
any deposit required to be liquidated in order to make a payment required hereunder. The Parties acknowledge and agree that the Earnout
Escrow Agent is acting prudently and at their direction when depositing the cash Escrowed Dividends at any Approved Bank, and the Earnout
Escrow Agent is not required to make any further inquiries in respect of any Approved Bank.



 


		3.	Release Notices.



 


		(a)	The Earnout Escrow Agent shall disburse the Earnout Shares only in accordance with the Release Notice.
Each such Release Notice shall set forth in reasonable detail the triggering event giving rise to the requested release and the specific
release instructions with respect thereto (including the number of Earnout Shares to be released and the identity of the person to whom
they should be released).



 






    


     


    

 


		(b)	If the Earnout Shares are to be released to the Earn Out Recipients (as opposed to a release and forfeiture
to PubCo), the specified number of Earnout Shares (and the applicable portion of the Escrowed Dividends) shall be released directly to
the Earn Out Recipients in accordance with the terms of the Merger Agreement (in which case, the Holder Representative shall specify in
the Release Notice the number of Earnout Shares and Escrowed Dividends each Earnout Recipient shall receive in connection with such release
and the Escrow Agent shall have no liability for the accuracy of, or compliance with terms of the Merger Agreement or any other document,
of such instructions).



 


		(c)	If the Merger Agreement requires that all or any portion of the Earnout Shares are to be released and
forfeited to PubCo, then the Release Notice shall specify the number of Earnout Shares to be released and forfeited to PubCo (and the
applicable portion of the Escrowed Dividends).



 


		(d)	In the event an equitable adjustment is required under Section 4(c) below,
any Release Notice shall also include reasonably detailed information with respect to such equitable adjustment.



 


		(e)	During the period from the date of this Agreement until the date upon which all of the Earnout Shares
have been released, PubCo and the Holder Representative agree to promptly and jointly issue all applicable Release Notices upon the occurrence
of each triggering event, as such events are described in the Merger Agreement (and in accordance with Section 4).
For the avoidance of doubt, in the event of a conflict between the terms of this Agreement and the Merger Agreement, then, as between
PubCo and the Holder Representative, the terms of the Merger Agreement shall control and the aforementioned parties shall use reasonable
best efforts to effect an amendment to this Agreement (including to Section 4
below).



 


		(f)	Within two (2) Business Days following
the receipt of any Release Notice and subject to the receipt of required documentation for compliance with applicable anti-money laundering
requirements, the Earnout Escrow Agent shall release and deliver to the person or persons designated in the applicable Release Notice
the number of Earnout Shares set forth in such Release Notice by transfer of the relevant Earnout Shares into the securities accounts
designated in such Release Notice.



 


		(g)	The Earnout Escrow Agent shall be entitled to rely upon, and be held harmless for such reliance, on any
Release Notice for any action taken, suffered or omitted to be taken in good faith by it. The Earnout Escrow Agent shall have no obligation
to determine whether a triggering event has occurred or is contemplated to occur under the Merger Agreement, this Agreement (including,
without limitation, under Section 4), or any other document.



 






    


     


    

 


		(h)	For purposes of this Agreement, “Business
Day” shall mean any day other than a Friday, Saturday, Sunday
or any other day on which commercial banks in Chicago, Illinois or
St. Louis, Missouri or the location of the Earnout Escrow Agent’s
offices in Section 10 are authorized or required by law to close.



 


		4.	Disbursement and Termination.



 


		(a)	Release of Earnout Shares. The Earnout Shares shall be released and delivered as follows:



 


		(i)	one-half of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to the
Earn Out Recipients in accordance with Section 2.6(a) of
the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the third (3rd) anniversary
of the Closing Date: (x) the Closing Price of shares of PubCo’s
Class A Shares equals or exceeds $14.00 per share for twenty (20)
of any thirty (30) consecutive trading days commencing after the Closing on the NYSE, Nasdaq or any other national securities exchange,
as applicable, or (y) if PubCo consummates a transaction which results
in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling
or exceeding $14.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive
agreements for such transaction or, in the absence of such valuation, as determined in good faith by the PubCo Board);



 


		(ii)	one-half of the Earnout Shares will be released from the Earnout Escrow Account, and distributed to the
Earn Out Recipients in accordance with Section 2.6(a) of
the Merger Agreement upon receipt of the applicable Release Notice by the Earnout Escrow Agent, if, on or prior to the third (3rd) anniversary
of the Closing Date: (x) the Closing Price of shares of PubCo’s
Class A Shares equals or exceeds $16.00 per share for twenty (20)
of any thirty (30) consecutive trading days commencing after the Closing on the NYSE, Nasdaq or any other national securities exchange,
as applicable, or (y) if PubCo consummates a transaction which results
in the stockholders of PubCo having the right to exchange their shares for cash, securities or other property having a value equaling
or exceeding $16.00 per share (for any non-cash proceeds, as determined based on the agreed valuation set forth in the applicable definitive
agreements for such transaction or, in the absence of such valuation, as determined in good faith by PubCo Board);



 


		(iii)	if the conditions set forth in either Section 2.6(a) of
the Merger Agreement have not been satisfied following the third (3rd) anniversary of the Closing Date, any Earnout Shares
remaining in the Earnout Escrow Account shall be automatically released to PubCo for cancellation the Earn Out Recipients shall have no
right to receive such Earnout Shares or any benefit therefrom;



 






    


     


    

 


		(iv)	for the avoidance of doubt, if the condition for more than one triggering event is met pursuant to Section 2.6(a) of
the Merger Agreement, then all of the Earnout Shares to be released and distributed in connection with each such triggering event shall
be released and delivered to the Earnout Recipients in accordance with Section 2.6(a) of
the Merger Agreement;



 


		(v)	for the avoidance of doubt, any Earnout Shares to be released from the Earnout Escrow Account shall be
distributed and released as PubCo’s Class A
Shares.



 


		(b)	Escrow Termination Date. Subject to the provisions of Section 8,
this Agreement shall terminate after all of the Earnout Shares and Escrowed Dividends have been released from the Escrow Account.



 


		(c)	Adjustment. The PubCo’s Common
Share price targets set forth in Section 2.6(a)(i) and
Section 2.6(a)(ii) of
the Merger Agreement and the number of PubCo’s Common Shares to
be issued and released pursuant to Section 2.6(a)(i) and
Section 2.6(a)(ii) of
the Merger Agreement shall be equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination
or exchange of shares, or any similar event affecting the PubCo Common Shares after the date of this Agreement.



 


		(d)	Records. The Earnout Escrow Agent shall keep proper books of record and account in which full and
correct entries shall be made of all release activity in the Escrow Account.



 


		5.	Earnout Escrow Agent.



 


		(a)	The Earnout Escrow Agent shall have only those duties as are specifically and expressly provided herein,
which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Earnout Escrow Agent shall not have any
fiduciary, partnership or joint venture relationship with any Party or any other person or entity arising out of or in connection with
this Agreement.



 


		(b)	The Earnout Escrow Agent shall not be responsible for, nor chargeable with, knowledge of, nor have any
requirements to comply with, the terms and conditions of any other agreement, instrument or document among the Parties, in connection
herewith, if any, including without limitation the Merger Agreement, nor shall the Earnout Escrow Agent be required to determine if any
person or entity has complied with any such agreements, nor shall any additional obligations of the Earnout Escrow Agent be inferred from
the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms
and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement
among the Parties, the terms and conditions of this Agreement shall govern and control in all respects relating to the Earnout Escrow
Agent, but in every other respect involving the parties and beneficiaries of any such other agreement, the other agreement shall control.



 



    


     


    

 


		(c)	The Earnout Escrow Agent may rely upon, and shall not be liable for acting or refraining from acting upon,
any Release Notice or other written notice, document, instruction or request furnished to it hereunder and reasonably believed by it to
be genuine and to have been signed or presented by the proper Party or Parties without inquiry and without requiring substantiating evidence
of any kind. The Earnout Escrow Agent shall not be liable to any Party, any beneficiary, or other person or entity for refraining from
acting upon any Release Notice or other written notice, document, instruction or request furnished to it hereunder setting forth, claiming,
containing, objecting to, or related to the transfer or distribution of the Earnout Shares, or any portion thereof, unless such Release
Notice or other written notice, document, instruction or notice shall have been delivered to the Earnout Escrow Agent in accordance with
Section 11 below and the Earnout Escrow Agent has been able to satisfy
any applicable security procedures as may be required hereunder and as set forth in Section 11.
The Earnout Escrow Agent shall not be under any duty to inquire into or investigate the validity, accuracy or content of any such document,
notice, instruction or request. The Earnout Escrow Agent shall have no duty to solicit any receipt of Earnout Shares which may be due
to it or the Escrow Account, nor shall the Earnout Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness
of any number or class of Earnout Shares deposited with it hereunder.



 


		(d)	The Earnout Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by
it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Earnout Escrow
Agent’s fraud, gross negligence or willful misconduct was the primary
cause of any loss to either Party. The Earnout Escrow Agent may execute any of its powers and perform any of its duties hereunder directly
or through affiliates or agents, and the Earnout Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken
by any such attorney or agent in good faith, absent fraud, gross negligence, bad faith or willful misconduct (each as determined by a
final, nonappealable judgment of a court of competent jurisdiction) in the selection and continued employment thereof. The Earnout Escrow
Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Earnout Escrow Agent shall
not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reasonable reliance upon, the advice
or opinion of any such counsel, accountants or other skilled persons. In the event that the Earnout Escrow Agent shall be uncertain or
believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party which,
in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, and its
sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing by the Parties which
eliminates such ambiguity or uncertainty to the satisfaction of Earnout Escrow Agent or by a final and non-appealable order or judgment
of a court of competent jurisdiction. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with
any dispute arising under the Merger Agreement (other than with respect to a dispute involving the Earnout Escrow Agent) without making
the Earnout Escrow Agent a party to the same. Anything in this Agreement to the contrary notwithstanding, in no event shall the Earnout
Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Earnout Escrow Agent has been advised of the likelihood of such loss or damage and regardless
of the form of action.



 






    


     


    

 


		6.	Succession.



 


		(a)	The Earnout Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving
thirty (30) days advance notice (pursuant to Section 10) in writing
of such resignation to the Parties specifying a date when such resignation shall take effect. By delivery of joint written instructions
by the Parties to the Escrow Agent, the Parties shall have the right to terminate their appointment of the Earnout Escrow Agent, or successor
escrow agent, as Earnout Escrow Agent, upon thirty (30) days’ notice
to the Earnout Escrow Agent. If the Earnout Escrow Agent shall resign, be removed or otherwise become incapable of acting, the Parties
shall appoint a successor to be the Earnout Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior to the
expiration of thirty (30) days after giving notice of such removal or following the receipt of the notice of resignation or incapacity,
the Earnout Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent within the relevant
jurisdiction or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The
Earnout Escrow Agent’s sole responsibility after such thirty (30)
day notice period expires shall be to hold the Earnout Shares (without any obligation to reinvest the same) and to deliver the same to
a designated substitute escrow agent as jointly instructed in writing by the Parties, if any, or in accordance with the directions of
a final order or judgment of a court of competent jurisdiction, at which time of delivery, the Earnout Escrow Agent’s
obligations hereunder shall cease and terminate, subject to the provisions of Section 8
hereunder. The Earnout Escrow Agent shall have the right to withhold monies or property in an amount equal to any amount due and then
owing to the Earnout Escrow Agent, plus any costs and expenses the Earnout Escrow Agent shall reasonably believe may be incurred by the
Earnout Escrow Agent that the Parties are obligated to indemnify or reimburse the Earnout Escrow Agent for pursuant to this Agreement
in connection with the termination of this Agreement, so long as the Earnout Escrow Agent has previously submitted a written invoice in
respect thereof to the Parties that the Parties have not paid within 30 days of receipt of such invoice.



 


		(b)	Any entity into which the Earnout Escrow Agent may be merged or converted or with which it may be consolidated,
or any entity to which all or substantially all the escrow business may be transferred, shall be the Earnout Escrow Agent under this Agreement
without further action on the part of any party hereto. The Earnout Escrow Agent shall promptly notify the Parties in the event this occurs.



 






    


     


    

 


		(c)	Every successor escrow agent appointed hereunder shall execute, acknowledge and deliver to its predecessor,
and also to the Parties, an instrument in writing accepting such appointment hereunder, and thereupon such successor escrow agent, without
any further action, shall become fully vested with all the rights, immunities and powers and shall be subject to all of the duties and
obligations, of its predecessor; and every predecessor escrow agent shall deliver all property and moneys held by it hereunder to such
successor escrow agent, at which time of delivery the Earnout Escrow Agent’s
obligations hereunder shall cease and terminate, subject to the provisions of Section 8.



 


		7.	Compensation and Reimbursement. PubCo agrees to (a) pay
the Earnout Escrow Agent upon execution of this Agreement, and from time to time thereafter, all reasonable compensation for the services
to be rendered hereunder by the Escrow Agent as described in Schedule 2 attached hereto, and (b) pay
or reimburse the Earnout Escrow Agent upon request for all reasonable and documented expenses, disbursements and advances, including,
without limitation, reasonable attorney’s fees and expenses, incurred
or made by it in connection with the performance, modification and termination of this Agreement.



 


		8.	Indemnity.



 


		(a)	Subject to Section 8(c) below,
the Earnout Escrow Agent shall be liable for any and all losses, damages, claims, costs, charges, penalties and related interest, counsel
fees and expenses, payments, expenses and liability (collectively, “Losses”),
only to the extent such Losses are determined by a court of competent jurisdiction to be a result of its own fraud, gross negligence,
bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction); provided, however, that any
liability of the Earnout Escrow Agent will be limited in the aggregate to the aggregate value of the Earnout Shares and Earnout Dividends
deposited with the Earnout Escrow Agent.



 


		(b)	The Parties shall jointly and severally indemnify and hold the Earnout Escrow Agent harmless from and
against, and the Earnout Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to the Earnout Escrow
Agent’s duties under this Agreement or this appointment, including
the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent
Claims”), except to the extent that such Losses are determined
by a court of competent jurisdiction to be a result of the Earnout Escrow Agent’s
own fraud, gross negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction).
Notwithstanding the foregoing, and except as provided in Section 7,
as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed, as applicable): (a) in
the case that the Agent Claim is not attributable to actions or inactions of any particular Party, by PubCo; and (b) in
the event that the Agent Claim is attributable to the actions or inactions of a certain Party, by such Party (and such Party shall reimburse
the other Parties, in the event that such other Party(ies) has made indemnification payments under this Section 8(b) in
respect of such Agent Claim).



 






    


     


    

 


		(c)	Notwithstanding anything in this Agreement to the contrary, none of the Parties or the Earnout Escrow
Agent shall be liable for any incidental, punitive, indirect, special or consequential damages of any nature whatsoever, including, but
not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility
of such damages.



 


		(d)	In order that the indemnification provisions contained in this Section 8
shall apply, upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion in writing after it becomes aware, and shall keep the other party advised with
respect to all developments concerning such claim; provided, that failure to give prompt notice shall not relieve the indemnifying party
of any liability to the indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action
has been materially prejudiced by the indemnified party’s failure
to timely give such notice. The indemnifying party shall have the option to participate with the indemnified party in the defense of such
claim or to defend against said claim in its own name or the name of the indemnified party unless such claim is (i) brought
by the indemnified party or (ii) the indemnified party reasonably
determines that there may be a conflict of interest between the indemnified party and the indemnifying party in the defense of such claim
and the indemnified party does in fact assume the defense. The indemnified party shall in no case confess any claim, make any compromise
or take any action adverse to the indemnifying party in any case in which the indemnifying party may be required to indemnify it, except
with the indemnifying party’s prior written consent, which shall
not be unreasonably withheld or delayed.



 


		(e)	For the avoidance of doubt, this Section 8
shall survive termination of this Agreement or the resignation, replacement or removal of the Earnout Escrow Agent for any reason.



 


		9.	Patriot Act Disclosure/Taxpayer Identification Numbers/Tax Reporting.



 


		(a)	Patriot Act Disclosure. Section 326
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA
PATRIOT Act”) requires the Earnout Escrow Agent to implement
reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Parties acknowledge that
Section 326 of the USA PATRIOT Act and the Earnout Escrow Agent’s
identity verification procedures require the Earnout Escrow Agent to obtain applicable information which is required to confirm the Parties’
identity including without limitation name, address and organizational documents (“identifying
information”). The Parties agree to provide the Earnout Escrow
Agent with and consent to the Earnout Escrow Agent obtaining from third parties any such identifying information required as a condition
of opening an account with or using any service provided by the Earnout Escrow Agent for the purposes of this Agreement.



 






    


     


    

 


		(b)	Certification and Tax Reporting. The Parties have provided, or promptly following the date hereof
will provide, the Earnout Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”)
Form W-8, or W-9. The Earnout Escrow Agent shall make such reports
to the applicable tax authorities as directed by PubCo and shall have no obligation under this Agreement to make any other reports with
respect to taxes. If required by law, the Earnout Escrow Agent shall withhold any taxes it deems appropriate in the absence of proper
tax documentation or as required by law, and shall remit such taxes to the appropriate authorities.



 


		10.	Notices. All notices, demands and other communications given pursuant to the terms and provisions
hereof shall be in writing, except for communications from the Parties setting forth, claiming, containing, objecting to, or in any way
related to the transfer or distribution of funds, including but not limited to funds transfer instructions (all of which shall be specifically
governed by Section 11 below), shall be deemed effective on the date
of receipt, and may be sent by:



 


		(a)	by facsimile or other electronic submission (including e-mail);



 


		(b)	by overnight courier or delivery service; or



 


		(c)	by certified or registered mail, return receipt requested; to the appropriate notice address set forth
below or at such other address as any party hereto may have furnished to the other parties hereto in writing by registered mail, return
receipt requested.



 


If to the Holder Representative:


 


Shareholder Representative Services LLC


950 17th Street, Suite 1400


Denver, CO 80202


Attention: Managing Director


E-mail: deals@srsacquiom.com


 


With a copy (which shall not constitute notice)
to:


 


Winston & Strawn LLP


35 W. Wacker Drive


Chicago, IL 60601


	Attn:	Jason D. Osborn
	 	David Sakowitz




	Email:	josborn@winston.com
	 	dsakowitz@winston.com




 






    


     


    

 


If to PubCo:


 


Benson Hill, Inc.





1001 N. Warson Rd., Suite 200 


St. Louis, MO 63132


Attention: Project Better Future


Email: legal@bensonhill.com


 


with a copy (which shall not
constitute notice) to:


  


Winston & Strawn LLP


35 W. Wacker Drive


Chicago, IL 60601


	Attn:	 Jason D. Osborn
	 	David Sakowitz




	Email:	josborn@winston.com
	 	dsakowitz@winston.com




 


If to the Earnout Escrow Agent:


 


Continental Stock Transfer and Trust


1 State Street, 30th
Floor


New York, NY 10004


	Attn:	Erika Young
	Email:	eyoung@continentalstock.com




 


		11.	Security Procedures.



 


		(a)	Notwithstanding anything to the contrary as set forth in this Agreement, any instructions setting forth,
claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares, including but not limited
to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request
permitted pursuant to Section 4 of this Agreement, may be given to
the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related
to the transfer or distribution of the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout
Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number
or e-mail address provided to the Parties by the Earnout Escrow Agent in accordance with Section 10
and as further evidenced by a confirmed transmittal to that number or e-mail address.



 


		(b)	In the event transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic
submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back
to the person or persons designated on Schedule 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting
to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually
received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to reach the Holder Representative after
a reasonable amount of time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written
confirmation of such instructions by any one or more of PubCo’s
executive officers (“Executive Officers”),
as the case may be, which shall include the titles of Chief Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may
select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow
Agent may rely upon the confirmation of anyone purporting to be any such officer as confirmation on behalf of the Holder Representative.



 






    


     


    

 


		(c)	Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute
the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice.



 


		(d)	The Parties acknowledge that the security procedures set forth in this Section 11
are commercially reasonable.



 


		12.	Compliance with Court Orders. In the event that any escrow or trust property shall be attached,
garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order,
judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, the Earnout Escrow Agent
is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders, judgments or decrees so entered or
issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the
event that the Earnout Escrow Agent obeys or complies with any such writ, order, judgment or decree, it shall not be liable to any of
the parties hereto or to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order
or decree be subsequently reversed, modified, annulled, set aside or vacated.



 


		13.	Miscellaneous.



 


		(a)	Amendment. Except for transfer instructions as provided in Section 11,
the provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by the
parties hereto.



 


		(b)	Assignment. Neither this Agreement nor any right, obligation or interest hereunder may be assigned
in whole or in part by any party hereto, except as provided in Section 6,
without the prior written consent of all of the other parties hereto.



 


		(c)	Governing Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of
the State of New York, without regard to principles of law (including conflicts of law) that will require the application of the laws
of any other jurisdiction. Each party to this Agreement irrevocably waives any objection on the grounds of venue, forum non-conveniens,
lack of jurisdiction or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by
applicable law and consents to the jurisdiction of any court of the State of New York or United States federal court located in the State
of New York. The parties to this Agreement further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding
arising or relating to this Agreement.



 






    


     


    

 


		(d)	Force Majeure. No party to this Agreement is liable to any other party hereto for losses due to,
or if it is unable to perform its obligations under the terms of this Agreement because of acts reasonably beyond its control including,
without limitation, acts of God, fire, terrorism, disease, pandemic, floods, strikes, shortage of supply, breakdowns or malfunctions,
interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest; provided, that the Earnout Escrow Agent shall use commercially
reasonable efforts to resume performance as soon as practicable. If any such act occurs, then the Earnout Escrow Agent shall give, as
promptly as practicable, written notice to the Parties, stating the nature of such act and any action being taken to avoid or minimize
its effect.



 


		(e)	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. All signatures of the parties to this Agreement
may be transmitted by facsimile or pdf (including via e-mail). A signature to this Agreement transmitted electronically shall have the
same authority, effect, and enforceability as an original signature, and will be binding and effective upon such party when a counterpart
shall have been signed by each of the parties hereto and delivered to the other parties hereto.



 


		(f)	Severability. If any term, provision, covenant or restriction of this Agreement is held by a court
of competent jurisdiction or other authority to be invalid, void or unenforceable by reason of any applicable law of a jurisdiction, then
the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.



 


		(g)	Interpretation. When a reference is made in this Agreement to Sections, such reference shall be
to a Section of this Agreement unless otherwise indicated. Whenever
the words “include,”
 “includes” or “including”
are used in this Agreement they shall be deemed to be followed by the words “without
limitation.” The table of contents and headings set forth in this
Agreement are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation
of this Agreement or any term or provision hereof. All references to currency, monetary values and dollars set forth herein shall mean
U.S. dollars. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and,
therefore, waive the application of any Law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement
or document.



 






    


     


    

 


		(h)	Enforcement, Remedies and Compliance. A person or entity who is not a party to this Agreement shall
have no right to enforce any term of this Agreement. Each Party represents, warrants and covenants that each document, notice, instruction
or request provided by such Party to the Earnout Escrow Agent shall comply with applicable laws and regulations. Where, however, the conflicting
provisions of any such applicable law may be waived, they are hereby irrevocably waived by the parties hereto to the fullest extent permitted
by law, to the end that this Agreement shall be enforced as written. Except as expressly provided in Section 8
above, nothing in this Agreement, whether express or implied, shall be construed to give to any person or entity other than the Earnout
Escrow Agent and the Parties any legal or equitable right, remedy, interest or claim under or in respect of this Agreement or any funds
escrowed hereunder. Except as otherwise expressly provided herein or as between the applicable Parties in the Merger Agreement, any and
all remedies herein expressly conferred upon a party hereto will be deemed cumulative with and not exclusive of any other remedy conferred
hereby, or by law or equity upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any
other remedy.



 


		(i)	Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS
AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HERETO HEREBY FURTHER AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES
HERETO MAY FILE AN ORIGINAL COUNTERPART OF
A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT
MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(i).



 






    


     


    

 


		(j)	Publicity. Except as may be required by applicable law (including securities laws), court order,
regulatory authority (including a securities authority) or as shall be required or desirable to be presented by a party to any tax authority
of such party, none of the parties hereto shall publicly disclose, issue a news release, public announcement, advertisement, or other
form of publicity concerning the existence of this Agreement or the services to be provided hereunder without obtaining the prior written
approval of the other parties hereto, which may be withheld in the other parties’
sole discretion; provided that the Earnout Escrow Agent may use PubCo’s
name in its customer lists or otherwise as required by applicable law or regulation.



 


		(k)	Successors. All the covenants and provisions of this Agreement by or for the benefit of the parties
hereto shall bind and inure to the benefit of their respective permitted successors and assigns hereunder.



 


		(l)	Third Party Beneficiaries. The provisions of this Agreement are intended to benefit only the parties
hereto and their respective permitted successors and assigns. No rights shall be granted to any other person or entity by virtue of this
Agreement, and there are no third party beneficiaries hereof.



 


		(m)	Survival. Notwithstanding anything to the contrary, all provisions regarding indemnification, liability
and limits thereon, compensation and expenses (with respect to any fees or expenses payable in respect of the period preceding the termination
or expiry of this Agreement) and confidentiality shall survive the termination or expiration of this Agreement. For the avoidance of doubt,
Section 6, Section 7
(with respect to any outstanding fees or expenses payable in respect of the period preceding the termination or expiry of this Agreement),
Section 8, and Section 13
shall survive termination of this Agreement or the resignation, replacement or removal of the Earnout Escrow Agent for any reason.



 


		(n)	Merger of Agreement. This Agreement together with the Merger Agreement constitutes the entire agreement
between the parties hereto related to the Earnout Shares and supersedes any prior agreement with respect to the subject matter hereof,
whether oral or written.



 


		(o)	No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting
of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if
drafted jointly by all parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provision of this Agreement.



 


* * * * *


 




    


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Escrow Earnout Agreement as of the date set forth above.


 


	BENSON HILL, INC.


	 
	 	 
	By:	/s/ Matthew Crisp	 
	Name:


	Matthew Crisp	 
	Title:	Chief Executive Officer	 
	 	 	 
	SHAREHOLDER
REPRESENTATIVE SERVICES LLC, solely in its capacity as the Holder Represenative


	 
	 	 
	By:	/s/ Sam Riffe	 
	Name:	Sam Riffe	 
	Title:	Managing Director	 
	 	 	 
	CONTINENTAL
                                            STOCK TRANSFER & TRUST COMPANY


	 
	 	 
	By:	/s/ Erika Young	 
	Name:	Erika Young	 
	Title:	 Vice President	 



 


Signature
page to Earnout Escrow Agreement


 




    


     


    

 





Schedule 1


Security Procedures


 


[Omitted]


 




    


     


    

 


Schedule 2


Compensation and Reimbursement


 


[Omitted]


 




    


     


    

 


Schedule 3


Approved Banks


 


[Omitted]


 




    


     


    

 


Exhibit A


Earnout Shares


 


[Omitted]