Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement



On December 29, 2022, Benson Hill, Inc. (the "Company"), through its wholly
owned subsidiaries, Benson Hill Fresh, LLC (the "Seller") and Benson Hill
Holdings, Inc. ("Holdings"), entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement") with Sweet Sixty, LLC, a Florida limited liability company
(the "Buyer"). Pursuant to the Stock Purchase Agreement, the Seller agreed to
sell all of the outstanding equity securities of J&J Produce, Inc. ("J&J"), and
all of the outstanding equity securities of J&J's subsidiaries, to the Buyer for
aggregate cash consideration of $3 million, subject to adjustment for the value
of certain fixed assets that have been sold, stolen, or destroyed, as set forth
in the Stock Purchase Agreement (the "Stock Sale").

The parties have agreed that $900,000 of the purchase price will be placed into
an escrow account to cover any indemnification claims or any other claims
pursuant to the Stock Purchase Agreement by the Buyer. The escrow account will
be governed by the terms of an escrow agreement to be entered into among the
Buyer, the Seller and the escrow agent. Pursuant to the Stock Purchase
Agreement, $450,000 of the funds in the escrow account will be released to the
Seller after the first anniversary of the closing under the Stock Purchase
Agreement, with the remaining funds released after the second anniversary of the
closing date, provided that any funds subject to outstanding claims by the Buyer
will be retained in escrow until the final disposition of such claims.

The Stock Purchase Agreement does not prohibit the Company, the Seller, Holdings
or their affiliates from soliciting, encouraging, initiating or otherwise
participating in an alternative proposal to purchase or acquire J&J. If another
offer is received from a third party, the Buyer will have ten business days to
match the terms of the other offer. If the Buyer does not match, the Seller and
Holdings may terminate the Stock Purchase Agreement without liability and accept
the other offer.

The Stock Purchase Agreement contains customary representations, warranties and
covenants by the parties thereto, and provides for customary closing conditions
and deliverables, termination provisions and mutual indemnification obligations.
The closing of the transactions contemplated by the Stock Purchase Agreement is
scheduled to occur on June 30, 2023, or such other date as is mutually agreed by
the parties.

Purchase and Sale Agreement



In connection with the Stock Purchase Agreement, on December 29, 2022, J&J
entered into a Purchase and Sale Agreement (the "Purchase and Sale Agreement")
with the Buyer. Pursuant to the Purchase and Sale Agreement, J&J sold certain
real and personal property comprising an agricultural production and processing
facility located in Vero Beach, Florida to the Buyer for an aggregate purchase
price of $18 million, subject to the adjustments set forth in the Purchase and
Sale Agreement (the "Asset Sale"). The Purchase and Sale Agreement contemplates
that certain property will be leased back to the Seller pursuant to a separate
agricultural and facility lease.

The parties have agreed that $500,000 of the purchase price will be placed into
an escrow account to secure completion of certain work by the Seller following
the closing of the transaction. The escrow account is governed by the terms of
an escrow agreement among the Buyer, J&J, Holdings, and the escrow agent.

The Purchase and Sale Agreement contains mutual indemnification obligations.
Holdings has agreed to guaranty the Seller's indemnification obligations. The
closing of the transactions contemplated by the Purchase and Sale Agreement
occurred on December 29, 2022.



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Non-Escrowed Cash Closing Proceeds



Pursuant to the Second Amendment to Loan Documents which was previously filed as
Exhibit 10.1 to the Company's current report on Form 8-K filed on November 10,
2022 (the "Second Amendment"), the non-escrowed cash closing proceeds from the
Stock Sale and the non-escrowed cash closing proceeds from the Asset Sale will
be held by the Seller in a restricted, blocked account in favor of Avenue
Capital Management II, L.P., as administrative agent and collateral agent (the
"Agent"). Those non-escrowed cash closing proceeds will be held in the
restricted, blocked account, and applied, as described in the Company's current
report on Form 8-K filed on November 10, 2022.

The foregoing descriptions of the Stock Purchase Agreement and the Purchase and
Sale Agreement do not purport to be complete and are qualified in their entirety
by reference to the Stock Purchase Agreement and the Purchase and Sale
Agreement, which are attached as Exhibits 2.1 and 2.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference. The
representations, warranties and covenants contained in the Stock Purchase
Agreement and the Purchase and Sale Agreement were made only for the purposes of
the Stock Purchase Agreement and the Purchase and Sale Agreement, respectively,
and as of specific dates, were solely for the benefit of the parties thereto,
may have been used for purposes of allocating risk between the parties rather
than establishing matters of fact and may be subject to qualifications or
limitations agreed upon by the parties in connection with the negotiated terms,
including being qualified by schedules and other disclosures made by the
parties. Accordingly, investors should not rely on the representations,
warranties and covenants in the Stock Purchase Agreement or the Purchase and
Sale Agreement as statements of factual information regarding the parties.

Item 7.01 Regulation FD Disclosure.



On January 3, 2023, the Company issued a press release announcing the entry into
the agreements described in Item 1.01. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information contained in the press
release attached hereto as Exhibit 99.1 shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing made by the
Company under the Securities Act of 1933, as amended, or the Exchange Act except
as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical
information contained in the press release attached as an exhibit hereto, the
press release contains forward-looking statements that involve certain risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by these statements. Please refer to the cautionary note in
the press release regarding these forward-looking statements.


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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

     Exhibit No.            Description
        2.1*                  Stock Purchase Agreement dated December         29, 2022, by and among
                                Sweet Sixty, LLC    , Benson Hill Fresh,

LLC and Benson Hill Holdings,


                            Inc.
        2.2*                  Purchase and Sale Agreement dated December 29, 2022, by and among     Sweet
                            Sixty, LLC     and J&J Produce Inc.
        99.1                  Press Release, dated January 3, 2023
         104                Cover Page Interactive Data File (formatted as

Inline XBRL and contained in


                            Exhibit 101)


___________________

*  The exhibits, schedules, and appendices to this agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to
furnish supplementally a copy of any omitted exhibit, schedule or appendix to
the SEC upon request.

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