Exhibit 10.10


 


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Benson Hill, Inc.,
a Delaware corporation (the “Company”), and_________ (“Indemnitee”).


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of such corporations;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving
the Company and its subsidiaries from certain liabilities. The Amended and Restated Certificate of Incorporation (the “Charter”)
and the Amended and Restated Bylaws (the “Bylaws”) of the Company require indemnification of the officers and
directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General
Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the
Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of
the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to
advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition
that he or she be so indemnified.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter
agreement dated as of [●], 2021, the Company and Indemnitee do hereby covenant and agree as follows:


 


1.
SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will
serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for
so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve
as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any
period otherwise required by law or by other agreements or commitments of the parties, if any.


 






     


     


    

 


2.
DEFINITIONS. As used in this Agreement:


 


(a) References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary
or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


(b) The terms “Beneficial
Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act as in effect on the date hereof.


 


(c) A “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:


 


(i) Acquisition
of Stock by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing
fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally
in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any
Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election
of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute
a Change in Control under part (iii) of this definition;


 


(ii) Change
in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board
or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still
in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) Corporate
Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses (a “Business Combination”), in each case,
unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial
Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to
vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of
the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding
any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined
voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except
to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the board of directors
of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business Combination;


 


(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the
sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s
current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a
liquidation, sale, or disposition in one transaction or a series of related transactions); or


 


(v) Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not
the Company is then subject to such reporting requirement.


 






     


     


    

 


(d) “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is or was serving at the request of the
Company.


 


(e) “Delaware
Court” shall mean the Court of Chancery of the State of Delaware.


 


(f) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(g) “Enterprise”
shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent.


 


(h) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i) “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable
attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating
in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated
by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other
appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 


(j) References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.


 


(k) References to “serving
at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit
plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in
a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(l) “Independent
Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action
to determine Indemnitee’s rights under this Agreement.


 


(m) The term “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided,
however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any
employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


 






     


     


    

 


(n) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was
a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to
act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other
Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses can be provided under this Agreement.


 


(o) The term “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of
which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.


 


(p) The phrase “to
the fullest extent permitted by applicable law” shall include, but not be limited to: (a) to the fullest extent authorized
or permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the DGCL, and (b) to the fullest extent authorized or permitted by any amendments
to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify
its officers and directors.


 


3.
INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to
be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right
of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments,
fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe
that his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced
any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that
Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed
actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have
made a finding to that effect.


 


4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of
the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration
for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






     


     


    

 


5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this
Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status,
a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and
exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully
resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such claim, issue or matter.


 


6.
INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject to Section 27,
to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee
is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law, be indemnified, held
harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5,
but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of
the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties
and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification,
hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes
a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which
involves intentional misconduct or a knowing violation of the law.


 


8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a) To the fullest extent
permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable
to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to
such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b) The Company shall
not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c) The Company hereby
agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors
or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. Indemnitee shall seek payments or advances
from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.


 






     


     


    

 


9.
EXCLUSIONS. Notwithstanding any provision in this Agreement, but subject to Section 27, the Company shall not be obligated
under this Agreement to make any indemnification, advance Expenses, hold harmless or exoneration payment in connection with any claim
made against Indemnitee:


 


(a) for which payment
has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except
with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement
provision or otherwise;


 


(b) for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or


 


(c) except as otherwise
provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any
Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company
or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 


10.
ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a) Notwithstanding any
provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable law,
the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by
law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding
shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to
the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this
Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. If it shall be determined by a final judgment or other
final adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest)
by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless
or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior
to a final determination that Indemnitee is liable therefor.


 


(b) The Company will
be entitled to participate in the Proceeding at its own expense.


 


(c) The Company shall
not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation
on Indemnitee without Indemnitee’s prior written consent.


 


11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a) Indemnitee agrees
to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or
other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration
rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to Indemnitee under this Agreement, or otherwise.


 






     


     


    

 


(b) Indemnitee may deliver
to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may
be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such
a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according
to Section 12(a) of this Agreement.


 


12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a) A determination,
if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by
one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors,
(iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the stockholders by ordinary resolution. The Company
promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably
cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.


 


(b) In the event the
determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent
Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall
give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall
have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection
is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 






     


     


    

 


(c) The Company agrees
to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against
any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(d) If the Company disputes
a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld
pending resolution of any such dispute.


 


13.
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a) In making a determination
with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of
this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested
Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that
indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If the person, persons
or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled
to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final
judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such
30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating
of documentation and/or information relating thereto.


 


(c) The termination of
any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his or her conduct was unlawful.


 


(d) For purposes of any
determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the
records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors,
manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board,
any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or
reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member,
by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.


 


(e) The knowledge and/or
actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of
the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 






     


     


    

 


14.
REMEDIES OF INDEMNITEE.


 


(a) In the event that
(i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under
this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of
this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8
of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any
hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days
after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court
to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and
Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard
to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any
such adjudication or award in arbitration.


 


(b) In the event that
a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial,
or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


(c) In any judicial proceeding
or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless,
exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not
entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may
not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(d) If a determination
shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e) The Company shall
be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.


 


(f) The Company shall
indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall
(within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted
by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by
Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification,
hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect;
or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of
the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right,
advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by
Indemnitee in good faith).


 






     


     


    

 


(g) Interest shall be
paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates,
or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee
requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with
the date on which such payment is made to Indemnitee by the Company.


 


(e) If Indemnitee is
entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however,
for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


15.
SECURITY. Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations
hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee,
may not be revoked or released without the prior written consent of Indemnitee.


 


16.
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS.


 


(a) The rights of Indemnitee
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter
therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification,
hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this
Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require
that the Company indemnifies the Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to
be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b) The DGCL, the Charter
and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including,
but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity
as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would
have the power to indemnify him or her against such liability under the provisions of this Agreement or under the DGCL, as it may then
be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect
the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company
or the other party or parties thereto under any such Indemnification Arrangement.


 


(c) To the extent that
the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers,
managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request
of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under
such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party
or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policies.


 






     


     


    

 


(d) In the event of any
payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by
the Company shall be deemed to relieve any insurer of its obligations.


 


(e) The Company’s
obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of
the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall
be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of
expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company.


 


(f) Notwithstanding anything
contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates
or members or any other Person is secondary.


 


17.
DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves
at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including
any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his
or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for
which indemnification or advancement can be provided under this Agreement.


 


18.
SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent
necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 


19.
ENFORCEMENT AND BINDING EFFECT.


 


(a) The Company expressly
confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement
in serving as a director, officer or key employee of the Company.


 


(b) Without limiting
any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 






     


     


    

 


(c) The indemnification,
hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon
and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the
benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d) The Company shall
require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all
or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform if no such succession had taken place.


 


(e) The Company and Indemnitee
agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of
proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee
may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific
performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The
Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance
and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity
of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking
may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond
or undertaking to the fullest extent permitted by law.


 


20.
MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21.
NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after
the date on which it is so mailed:


 


(a) If to Indemnitee,
at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to
the Company.


 


(b) If to the Company,
to:


 


Benson Hill, Inc.

1001 North Warson Rd.

St. Louis, MO 63132

Attention: Yevgeny Fundler


 


With a copy, which shall not constitute notice, to:


 


Winston & Strawn LLP

200 Park Avenue

New York, NY 10166

Attn: David A. Sakowitz

Jason D. Osborn


 


or to any other address as may have been furnished
to Indemnitee in writing by the Company.


 






     


     


    

 


22.
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted
by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of
or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United
States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for
purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of
venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any
such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole
or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers
in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted
by law, shall be valid and sufficient service thereof.


 


23.
IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by
the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


24.
MISCELLANEOUS. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction thereof.


 


25.
PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the
Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration
of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and
deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


26.
ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other
procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other
procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27.
MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during
the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance
with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions
and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered
by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director
or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner
as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors
and officers.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	BENSON HILL, INC.
	 	 
	 	By:	 
	 	 	Name: Matthew Crisp
	 	 	 
	 	 	Title: Chief Executive Officer
	 	 
	 	INDEMNITEE
	 	 
	 	By:	 
	 	 	Name:
	 	 	 
	 	 	Address:


 


[Signature page to Indemnity Agreement]