SUPPORT AGREEMENTSupport Agreement • May 10th, 2021 • Star Peak Corp II • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”) dated as of [•], 2021, is entered into by and among Star Peak Corp II (“STPC”) and each of the Pre-Closing Holders set forth on Schedule A hereto (the “Supporting Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 10th, 2021 • Star Peak Corp II • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of May 8, 2021, is made by and among Star Peak Corp II, a Delaware corporation (“STPC”), Benson Hill, Inc., a Delaware corporation (the “Company”), Star Peak Sponsor II LLC, a Delaware limited liability company (“Sponsor”), and the undersigned holders of STPC Class B Shares (the holders thereof, including Sponsor, collectively, the “Class B Holders”). STPC, the Company and the Class B Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 10th, 2021 • Star Peak Corp II • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Star Peak Corp II, a Delaware corporation (“STPC”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among STPC, Benson Hill, Inc., a Delaware corporation (the “Company”), and STPC II Merger Sub Corp., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a subsidiary of STPC, on the terms and subject to the conditions therein (the transactions contemplated by the Merger Agreement, including the merger, the “Transaction”). In connection with the Transaction, STPC is seeking comm
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 10th, 2021 • Star Peak Corp II • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [•], 2021 by and among (i) Star Peak Corp II, a Delaware corporation (together with its successors, “STPC”), (ii) Benson Hill, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG STAR PEAK CORP II, STPC II MERGER SUB CORP., AND BENSON HILL, INC. DATED AS OF MAY 8, 2021Merger Agreement • May 10th, 2021 • Star Peak Corp II • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2021, is made by and among Star Peak Corp II, a Delaware corporation (“STPC”), STPC II Merger Sub Corp., a Delaware corporation, a wholly-owned Subsidiary of STPC (“Merger Sub”), and Benson Hill, Inc., a Delaware corporation (the “Company”). STPC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
