(1)	Includes            shares of common stock issuable upon exercise of the Underwriters’ option to purchase additional shares. See “Underwriting.”

(2)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

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(1)	See “Underwriting” for additional disclosure regarding underwriting discounts and commissions and estimated offering expenses.

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•	BMI Research, a division of Fitch Solutions (“BMI”), research data, August 6, 2018;

•	Mintel Group Ltd., US Non-Dairy Milk Market Report, September 2017 (the “Mintel Report”);

•	The World Resources Institute, Creating a Sustainable Food Future, 2013 (the “WRI Report”);

•	The Organisation for Economic Cooperation and Development (“OECD”), Meat consumption (indicator). doi: 10.1787/fa290fd0-en (Accessed on 13 October 2018);

•	The World Health Organization (“WHO”), Q&A on the carcinogenicity of the consumption of red meat and processed meat, October 2015 ;

•	Agricultural Outlook, Edition 2017 of the OECD and Food and Agriculture Organization of the United Nations (“FAO”) (the “OECD-FAO Report”);

•	Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and III to the Fifth Assessment Report of the Intergovernmental Panel on Climate Change (Core Writing Team, R.K. Pachauri and L.A. Meyer (eds.)). Intergovernmental Panel on Climate Change (“IPCC”), Geneva, Switzerland, 151 pp. (the “IPCC Report”);

•	WHO-FAO Public Expert Consultation on diet, nutrition and the prevention of chronic diseases: process, product and policy implications 2004 (the “WHO-FAO Report”);

•	Livestock’s Long Shadow-Environmental Issues and Options, FAO, 2006;

•	Plant Based Foods Association 2018 Retail Sales Data for Plant-Based Foods (the “PBFA Report”);

•	Plant Based Diet Associated with Less Heart Failure Risk Report, presented at the American Heart Association scientific meeting, November 13, 2017;

•	U.S. Bureau of Labor Statistics, Unemployment Rate for Columbia, Missouri (June 2018); and

•	Heller, Martin C. and Gregory A. Keoleian. (2018) “Beyond Meat's Beyond Burger Life Cycle Assessment: A detailed comparison between a plant-based and an animal-based protein source.” CSS Report, University of Michigan: Ann Arbor 1-38.

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•	the number and characteristics of any additional products or manufacturing processes we develop or acquire to serve new or existing markets;

•	the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;

•	any lawsuits related to our products or commenced against us, including the costs associated with our current litigation with a former co-manufacturer;

•	the expenses needed to attract and retain skilled personnel;

•	the costs associated with being a public company;

•	the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and

•	the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.

•	delay, limit, reduce or terminate our manufacturing, research and development activities; or

•	delay, limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability.

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•	manage relationships with various suppliers, co-manufacturers, distributors, customers and other third parties, and expend time and effort to integrate new suppliers, co-manufacturers and customers into our fulfillment operations;

•	continue to compete in the retail channel and the restaurant and foodservice channel;

•	secure placement in the meat case for our products;

•	increase our brand recognition;

•	expand and maintain brand loyalty; and

•	develop new product lines and extensions.

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•	actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;

•	announcements of innovations by us or our competitors;

•	overall conditions in our industry and the markets in which we operate;

•	market conditions or trends in the packaged food sales industry or in the economy as a whole;

•	addition or loss of significant customers or other developments with respect to significant customers;

•	changes in laws or regulations applicable to our products;

•	actual or anticipated changes in our growth rate relative to our competitors;

•	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

•	additions or departures of key personnel;

•	competition from existing products or new products that may emerge;

•	issuance of new or updated research or reports by securities analysts;

•	fluctuations in the valuation of companies perceived by investors to be comparable to us;

•	disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;

•	litigation matters;

•	announcement or expectation of additional financing efforts;

•	sales of our common stock by us or our stockholders;

•	share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

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•	the expiration of contractual lock-up agreements with our executive officers, directors and stockholders; and

•	general economic and market conditions.

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•	providing for a classified board of directors with staggered, three-year terms;

•	authorizing our board of directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;

•	prohibiting cumulative voting in the election of directors;

•	providing that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;

•	prohibiting the adoption, amendment or repeal of our amended and restated bylaws or the repeal of the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors without the required approval of at least 66.67% of the shares entitled to vote at an election of directors;

•	prohibiting stockholder action by written consent;

•	limiting the persons who may call special meetings of stockholders; and

•	requiring advance notification of stockholder nominations and proposals.

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•	any derivative action or proceeding brought on our behalf;

•	any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or agents or our stockholders ;

•	any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation, or our amended and restated bylaws; and

•	any action asserting a claim against us that is governed by the internal-affairs doctrine;

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we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

•	we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

•	we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

•	we will not be obligated pursuant to our amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with

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•	the rights conferred in our amended and restated bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

•	we may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.

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•	estimates of our expenses, future revenues, capital requirements and our needs for additional financing;

•	our estimates of the size of our market opportunities;

•	our ability to effectively manage our growth;

•	our ability to effectively expand our manufacturing and production capacity;

•	our ability to successfully enter new markets, manage our international expansion and comply with any applicable laws and regulations;

•	the effects of increased competition from our market competitors;

•	the success of our marketing efforts and the ability to grow brand awareness and maintain, protect and enhance our brand;

•	our ability to attract and retain our suppliers, distributors, co-manufacturers and customers;

•	our ability to procure sufficient high quality, raw materials to manufacture our products;

•	the availability of pea protein that meets our standards;

•	real or perceived quality or health issues with our products or other issues that adversely affect our brand and reputation;

•	changes in the tastes and preferences of our consumers;

•	significant disruption in, or breach in security of our information technology systems and resultant interruptions in service and any related impact on our reputation;

•	the attraction and retention of qualified employees and key personnel;

•	the effects of natural or man-made catastrophic events particularly involving our or any of our co-manufacturers’ manufacturing facilities or our suppliers’ facilities;

•	the effectiveness of our internal controls;

•	changes in laws and government regulation affecting our business, including FDA governmental regulation and state regulation;

•	changes in laws, regulations or policies of governmental agencies or regulators relating to the labeling of or products;

•	the impact of adverse economic conditions;

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•	the financial condition of, and our relationships with our suppliers, co-manufacturers, distributors, retailers and foodservice customers;

•	the ability of our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations;

•	seasonality;

•	the sufficiency of our cash and cash equivalents to meet our liquidity needs and service our indebtedness;

•	economic conditions and their impact on consumer spending;

•	outcomes of legal or administrative proceedings; and

•	our, our suppliers’ and our co-manufacturers’ ability to protect our proprietary technology and intellectual property adequately.

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•	Approximately $             million to $             million to invest in current and additional manufacturing facilities;

•	Approximately $             million to $             million to expand our research and development and our sales and marketing capabilities; and

•	Any proceeds not applied to the foregoing will be used for working capital and general corporate purposes, including funding our operations and potentially refinancing our credit facilities.

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•	an actual basis;

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a pro forma basis, to give effect to (i) the conversion of all outstanding shares of our convertible preferred stock as of December 31, 2017 on a one-for-one basis into 59,038,957 shares of our common stock upon the closing of this offering, (ii)  the automatic conversion of our convertible preferred stock warrants to purchase 241,140 shares of our convertible preferred stock into warrants to purchase 241,140 shares of common stock upon the closing of this offering; and (iii) the effectiveness of our amended and restated certificate of incorporation, as if such conversions, and effectiveness had occurred upon the closing of this offering; and

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a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above and (ii) the sale and issuance of shares of our common stock by us in this offering, based upon the assumed initial public offering price of $           per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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(1)

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our cash, cash equivalents and short-term investments, working capital, total assets and total stockholders’ deficit and total capitalization by approximately $         million, assuming that the number of shares of our common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease the amount of our cash, total assets and total stockholders’ deficit by approximately $         million, assuming an initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)	Does not reflect offering expenses, which we estimate to be approximately $          million.

(3)

We refinanced the 2016 Revolving Credit Facility and the 2016 Term Loan Facility in June 2018, such that the 2016 Revolving Credit Facility with SVB was expanded from $2.5 million to $6.0 million, and all loans under the 2016 Term Loan Facility were paid in full without a prepayment penalty and the 2016 Term Loan Facility was discontinued. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities” for additional information.

•	419,420 unvested shares of restricted common stock subject to our repurchase right;

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•	6,310,312 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of December 31, 2017, with a weighted-average exercise price of $0.58 per share;

•	shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after December 31, 2017, with a weighted-average exercise price of $           per share;

•	182,533 shares of our common stock issuable upon the exercise of outstanding warrants to purchase Series B convertible preferred stock outstanding as of December 31, 2017, having an exercise price of $0.71 per share;

•	58,607 shares of our common stock issuable upon the exercise of outstanding warrants to purchase Series E convertible preferred stock outstanding as of December 31, 2017, having an exercise price of $2.45 per share; and

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shares of our common stock reserved for future grant or issuance under the 2011 Plan (which includes 1,919,799 shares of our common stock reserved for future grant or issuance under our 2011 Plan as of December 31, 2017 and              shares of our common stock that will be added to the shares reserved for future grant or issuance under our 2011 Plan in connection with the amendment and restatement of our 2011 Plan which will become effective in connection with this offering and will contain provisions that automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans”.

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•	419,420 unvested shares of restricted common stock subject to our repurchase right;

•	6,310,312 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of December 31, 2017, with a weighted-average exercise price of $0.58 per share;

•	shares of our common stock issuable upon the exercise of options to purchase shares of our common stock granted after December 31, 2017, with a weighted-average exercise price of $              per share;

•	182,533 shares of our common stock issuable upon the exercise of outstanding warrants to purchase Series B convertible preferred stock outstanding as of December 31, 2017, having an exercise price of $0.71 per share;

•	58,607 shares of our common stock issuable upon the exercise of outstanding warrants to purchase Series E convertible preferred stock outstanding as of December 31, 2017, having an exercise price of $2.45 per share; and

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shares of our common stock reserved for future grant or issuance under the 2011 Plan (which includes 1,919,799 shares of our common stock reserved for future grant or issuance under our 2011 Plan as of December 31, 2017 and               shares of our common stock that will be added to the shares reserved for future grant or issuance under our 2011 Plan in connection with the amendment and restatement of our 2011 Plan which will become effective in connection with this offering and will contain provisions that automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans”.

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(1)	Working capital is defined as total current assets, including cash, minus total current liabilities.

(2)

Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. We define adjusted EBITDA as net loss adjusted to exclude, when applicable, income tax expense, interest expense, depreciation and amortization expense, restructuring expenses, share-based compensation expense, inventory losses from termination of exclusive supply agreement with a co-manufacturer and costs of termination of an exclusive supply agreement with the same co-manufacturer.

•	adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future increasing our cash requirements;

•	adjusted EBITDA does not reflect interest expense, or the cash required to service our debt, which reduces cash available to us;

•	adjusted EBITDA does not reflect income tax payments that reduce cash available to us;

•	adjusted EBITDA does not reflect restructuring expenses that reduce cash available to us;

•	adjusted EBITDA does not reflect share-based compensation expenses and therefore does not include all of our compensation costs;

•	adjusted EBITDA does not reflect other income (expense) that may increase or decrease cash available to us; and

•	other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

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(1)

In connection with the termination of an exclusive supply agreement with a co-manufacturer in May 2017, we recorded restructuring expenses related to the impairment write-off of long-lived assets, primarily comprised of certain unrecoverable equipment located at the co-manufacturer’s site and company-paid leasehold improvements to the co-manufacturer’s facility, and legal and other expenses associated with the dispute with the co-manufacturer. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business—Legal Proceedings” elsewhere in this prospectus.

(2)	Consists of additional charges related to inventory losses incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in cost of goods sold.

(3)	Consists of additional charges incurred as a result of termination of an exclusive supply agreement with a co-manufacturer and is recorded in selling, general and administrative expenses.

(4)	Includes expenses primarily associated with the conversion of our convertible notes and remeasurement of our preferred stock warrant liability.

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•	increased penetration across our retail channel, including mainstream grocery, mass merchandiser and natural retailer customers, and our restaurant and foodservice channel, including restaurants, foodservice outlets and schools;

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•	increased velocity of our fresh product sales across our channels, by which we mean that the volume of our products sold per outlet has generally increased period-over-period due to greater adoption of and demand for our products;

•	our continued innovation, including enhancing existing products and introducing new products that appeal to a broad range of consumers, including those who typically eat animal-based meat;

•	impact of marketing efforts as we continue to build our brand and drive consumer adoption of our products; and

•	overall market trends, including growing consumer demand for nutritious, convenient and high protein plant-based foods.

•	increased production levels as we scale production to meet demand for our products across our distribution channels both domestically and internationally, including Australia, Canada, Europe, Hong Kong, Israel, South Africa, South Korea and parts of the Middle East; and

•	increased desire by restaurant and foodservice establishments to add plant-based products to their menus and to highlight these offerings.

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(1)	Includes lease payments for our corporate offices and Manhattan Beach Project Innovation Center in El Segundo, California and our manufacturing facilities in Columbia, Missouri.

(2)	Consists of payments under various capital leases for certain equipment.

(3)	Consists of principal under a revolving credit facility from SVB (see Note 6 to our financial statements elsewhere in this prospectus). Interest accrued at a floating rate.

(4)	Consists of a term loan with SVB (see Note 6 and Note 12 to our financial statements elsewhere in this prospectus). Includes principal and interest payments.

(5)	Consists of a promissory note to the Missouri Department of Economic Development, for the build-out of our Columbia, Missouri production facilities (see Note 6 and Note 12 to our financial statements elsewhere in this prospectus), which has been paid in full in 2018.

(6)

Subsequent to the year ended December 31, 2017, we refinanced our 2016 Revolving Credit Facility and 2016 Term Loan Facility and entered into the 2018 Revolving Credit Facility and 2018 Term Loan Facility. We have borrowed a total of $0 under the 2018 Revolving Credit Facility and $15.0 million under the 2018 Term Loan Facility as of September 10, 2018. As this obligation was not entered into prior to December 31, 2017, it is not reflected in the above table. See “—Liquidity and Capital Resources—Credit Facilities” and Note 12 to our financial statements elsewhere in this prospectus.

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•	Fair Value of Common Stock. As our stock is not publicly traded, we estimate the fair value of common stock as discussed in “Common Stock Valuations” below.

•	Expected Term. The expected term of employee stock options during the year ended December 31, 2017 was determined based on management’s expectations as to the expected term of options granted, which were expected to remain outstanding. The expected term of options granted to nonemployees is equal to the remaining contractual life of the options.

•	Expected Volatility. As we do not have trading history for our common stock, the selected volatility used is representative of expected future volatility. We based expected future volatility on the historical and implied volatility of comparable publicly traded companies over the expected term of the options.

•	Expected Dividend Yield. We have never declared or paid any cash dividends and do not presently intend to pay cash dividends in the foreseeable future. As a result, we used an expected dividend yield of zero.

•	Risk-Free Interest Rates. We determined the average risk-free interest rate using the yield on actively traded U.S. Treasury notes with the same maturity as the expected term of the underlying options. If any assumptions used in the Black-Scholes option-pricing model change significantly, share-based compensation for future awards may differ materially compared with the awards granted previously.

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•	contemporaneous valuations performed at periodic intervals by an unrelated third party valuation firm;

•	the prices, rights, preferences and privileges of our preferred stock relative to our common stock;

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•	our operating and financial performance;

•	current business conditions and projections;

•	our stage of development;

•	the likelihood of achieving a liquidity event, such as an initial public offering, a merger, or an acquisition of our business;

•	the lack of marketability of our common stock;

•	the market performance of comparable publicly traded peer companies; and

•	macroeconomic conditions, including U.S. and global capital market conditions.

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•	Unique Approach to the Product

•	Unique Approach to the Market

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•	Unique Approach to Our Brand

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•	Our Market Opportunity

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•	Health and Environmental Impact of Animal-Based Meat Consumption

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Health: The negative impact on health caused by certain meats has been well publicized in recent years. In 2004, the WHO-FAO Report highlighted that dietary factors, including consumption of certain meats, accounted for at least 30% of most cancers in developed countries and up to 20% in developing countries. The WHO has since added processed meats such as hot dogs, ham, bacon and sausage to its Group 1 category of carcinogens, alongside items such as alcohol, asbestos, and tobacco smoke. A similar conclusion was presented at the American Heart Association, where researchers conducting a 2017 dietary study of over 15,000 adults between 2003 to 2013 highlighted that people who eat mostly a plant-based diet were associated with a 42% reduced risk of developing heart failure among people without diagnosed heart disease or heart failure. Additionally, animals and livestock are also susceptible to various diseases such as Mad Cow (beef), Swine Flu (pork) and Avian Influenza (poultry) that may cause further health risks from consuming potentially infected animal meats.

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Climate change: The global livestock industry is estimated to be responsible for a significant portion of global greenhouse gas emissions, such as methane and nitrous oxide. Estimates range from 18 to 51%. The landmark IPCC Report highlighted that climate change is expected to cause “severe, widespread, and irreversible impacts” on the natural environment unless carbon emissions are cut sharply and rapidly. The report highlighted that behavioral changes, including dietary changes such as eating less meat, can have a significant role in cutting emissions.

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Global resource usage : Rising global meat consumption and livestock production has been shown to have major negative impacts on the environment due to the burden placed on land and water resources. According to the FAO and the joint OECD-FAO Report, livestock occupies 30% of the planet’s land surface, accounts for 78% of all agricultural land use and 29% of agricultural water usage. Meat consumption is also burdensome on the environment in terms of production inputs. According to the WRI Report, beef is highly inefficient to produce because only 1% of the feed cattle consumed is converted to calories that people consumed from eating beef while pork converts approximately 10% and poultry converts

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Animal welfare: Worldwide, it is estimated that about 60-70 billion farm animals are now produced for food each year; with two out of every three being factory farmed. Over the past decade, animal welfare groups have publicized a range of investigations highlighting the issues related to safety, welfare and well-being of animals caused by mass livestock production, which we believe has led to substantial movement toward more plant-based alternatives.

•	Dedicated Focus on Innovation

•	Brand Mission Aligned with Consumer Trends

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•	Product Portfolio Generates Significant Demand from Retail and Restaurant Customers

•	Experienced and Passionate Executive Management Team

•	Pursue Top-line Growth Across our Distribution Channels

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Retail: Building on the strong success of The Beyond Burger, we intend to increase our presence as the first plant-based protein offering in the meat case. We have a strong presence at leading food retailers, including Albertsons, Kroger, Wegmans and Whole Foods Market. We have a significant opportunity to grow our sales within US retail by focusing on increasing sales at our existing points of distribution, as well as increasing sales of new products, such as our Beyond Sausage product. We also expect to grow our U.S. retail distribution by establishing commercial relationships with new customers. Examples of customer wins in 2018 include Publix and Sprouts.

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Restaurant and Foodservice: Our 2017 food distribution launch with Sysco for The Beyond Burger has resulted in our products being served in approximately 10,000 restaurant and foodservice outlets. We have established other partnerships with selected restaurant chains, including BurgerFi, Bareburger, TGI Fridays and A&W Canada. We plan to continue to aggressively expand our network of restaurant and foodservice partners. We have received significant interest from new potential partners and are expecting to launch at several prominent restaurant chains in 2019.

•	International: We believe there is significant demand for our products in Canada and Europe across retail and restaurant and foodservice channels and expect to increase production for those regions in 2019. We have established and seek to establish additional relationships with distributors in other geographies, including Australia, Israel, South Korea, South Africa and parts of the Middle East.

•	Invest in Infrastructure and Capabilities

•	Expand Our Product Offerings

•	Continue to Grow Our Brand

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•	Remain Mission Focused and True to Our Values

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•	Retail

•	Restaurant and Foodservice

•	International

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•	Sourcing and Suppliers

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•	Sales

•	Field Marketing Representatives

•	Digital Marketing and Social Media

•	Facebook: We maintain a company Facebook page, which we use to facilitate consumer services, distribute brand information and news and publish videos and pictures promoting the brand. We also conduct regular contests and giveaways. As of August 2018, we had over 339,000 Facebook followers.

•	Instagram: We maintain an active company Instagram account, @beyondmeat, which we use to publish content related to our products and company in order to better connect with potential and existing consumers. We frequently publish news, celebrity promotion and content related to our activities. As of August 2018, we had over 429,000 Instagram followers.

•	Twitter: We maintain an active company Twitter account, @BeyondMeat, which we use to disseminate trending news and information, as well as to publish short format tips, tricks and shortcuts. We also regularly interact with our consumers. As of August 2018, we had over 58,000 Twitter followers.

•	LinkedIn: We maintain an active company LinkedIn account, which we use to disseminate news related to Beyond Meat and industry-related media and information. We use our LinkedIn account as a job board for individuals interested in working with us. As of August 2018, we had more than 10,000 LinkedIn followers.

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•	taste;

•	nutritional profile;

•	ingredients;

•	texture;

•	ease of integration into the consumer diet;

•	low-carbohydrate, low-sugar, high fiber and protein;

•	lack of soy, gluten and GMOs;

•	convenience;

•	cost;

•	brand awareness and loyalty among consumers;

•	media spending;

•	product variety and packaging;

•	access to major retailer shelf space and retail locations;

•	access to major restaurant and foodservice outlets and integration into menus; and

•	intellectual property protection on products.

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•	Better fat adipose tissue and saturated fat mimics: We are researching new materials and technologies capable of mimicking saturated fat in terms of texture and appearance, but without the nutritional drawbacks of saturated fat.

•	Alternative functional proteins: We pursue new non-animal proteins that add function to our food products, including native proteins that can denature during cooking, protein binders and protein emulsifying agents and proteins.

•	Additional connective tissue equivalents: We are seeking materials and methods to introduce additional cartilaginous-like materials and heterogeneity in the form of both texture and appearance in our food products.

•	Encapsulation materials and technology: We are seeking new materials and technologies to expand the scope of controlled-release delivery systems in our food products as it relates to delivering flavor, color and texturizing agents.

•	Materials and technologies to support flavor and texture development: We are seeking non-GMO enzymes that can assist with protein enzymolysis as it relates to flavor reactions.

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•	the Class I directors will be                   , and their terms will expire at the annual meeting of stockholders to be held in 2019;

•	the Class II directors will be                   , and their terms will expire at the annual meeting of stockholders to be held in 2020; and

•	the Class III directors will be                   , and their terms will expire at the annual meeting of stockholders to be held in 2021.

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•	selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•	helping to ensure the independence and overseeing performance of the independent registered public accounting firm;

•	reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing with management and the independent registered public accounting firm our interim and year-end operating results;

•	reviewing our financial statements and our critical accounting policies and estimates;

•	reviewing the adequacy and effectiveness of our internal controls;

•	developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls, or audit matters;

•	overseeing our policies on risk assessment and risk management;

•	overseeing compliance with our code of business conduct and ethics;

•	reviewing related-party transactions; and

•	pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.

•	reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers, including our Chief Executive Officer;

•	administering our equity compensation plans and agreements with our executive officers;

•	reviewing, approving and administering incentive compensation and equity compensation plans;

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•	reviewing and approving our overall compensation philosophy; and

•	making recommendations regarding non-employee director compensation to our full board of directors.

•	identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

•	overseeing the evaluation and the performance of our board of directors and of individual directors;

•	considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

•	overseeing our corporate governance practices;

•	contributing to succession planning; and

•	developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

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(1)	The number of shares of unvested restricted stock held by each non-employee director as of December 31, 2017 was: Mr. Goldman (251,652) and Mr. Thompson (167,768).

(2)	The number of outstanding stock options held by each non-employee director as of December 31, 2017 were: Mr. Goldman (90,595), Ms. Carhart (150,000) and Mr. van Lengerich (798,848).

(3)	This amount includes $175,000 in fees earned for services Mr. Goldman performed as a consultant in fiscal 2017, as well as a bonus of $75,250 paid to Mr. Goldman for fiscal 2017 in relation to such services.

(4)	This amount consists of fees paid to Food System Strategies, LLC that was earned for services Mr. van Lengerich performed as a consultant in fiscal 2017.

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•	Ethan Brown, our President and Chief Executive Officer;

•	Mark J. Nelson, our Chief Financial Officer, Treasurer and Secretary; and

•	Charles Muth, our Chief Growth Officer.

(1)	The amounts in this column reflect performance bonus awards earned by our named executive officers for fiscal 2017 performance.

(2)	This amount represents a relocation assistance payment relating to closing costs on the sale of Mr. Muth’s residence.

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(1)	All awards were granted under our 2011 Plan.

(2)	This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors.

(3)

These option shares were part of a stock option grant covering 303,181 shares of our common stock. One-fourth of the grant vested on May 26, 2014 and the remainder of the grant vested in 36 equal monthly installments thereafter, subject to Mr. Brown’s continuous service through the applicable vesting date. In addition, if we had terminated Mr. Brown’s employment without “cause” (as defined in the 2011 Plan), or if Mr. Brown had resigned for “good reason” (as defined in agreements applicable to Mr. Brown’s equity), in either case, upon the consummation of, or within 12 months following, a change in control in our ownership, then 50% of the then unvested shares subject to this option would have immediately vested (the “Brown Acceleration”) (however, these options have now fully vested based on their underlying four-year vesting schedule, so the Brown Acceleration is no longer relevant to this option).

(4)

These option shares were part of a stock option grant covering 1,448,938 shares of our common stock. One-fourth of the grant vested on June 19, 2015 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Brown’s continuous service through the applicable vesting date. In addition, the Brown Acceleration applies to these option shares prior to their full vesting.

(5)

These option shares were part of a stock option grant covering 452,919 shares of our common stock. One-fourth of the grant vested on July 20, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Brown’s continuous service through the applicable vesting date. In addition, the Brown Acceleration applies to these option shares prior to their full vesting.

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(6)

These option shares were part of a stock option grant covering 603,965 shares of our common stock. One-fourth of the grant vested on December 1, 2016 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through the applicable vesting date. In addition, if we terminate Mr. Nelson’s employment without “cause” (as defined in the 2011 Plan), or if Mr. Nelson resigns for “good reason” (as defined in agreements applicable to Mr. Nelson’s equity), in either case, upon the consummation of, or within 12 months following, a change in control of our stock ownership, then 50% of the then unvested shares subject to this option will immediately vest (the “Nelson Acceleration”).

(7)

These option shares were part of a stock option grant covering 218,003 shares of our common stock. One-fourth of the grant vested on December 1, 2016 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through each vesting date. In addition, the Nelson Acceleration applies to these option shares prior to their full vesting.

(8)

These option shares were part of a stock option grant covering 228,347 shares of our common stock. One-fourth of the grant vested on February 4, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through the applicable vesting date. In addition, the Nelson Acceleration applies to these option share prior to their full vesting.

(9)

These option shares were part of a stock option grant covering 105,032 shares of our common stock. One-fourth of the grant vested on July 20, 2017 and the remainder of the grant vested and will vest in 36 equal monthly installments thereafter, subject to Mr. Nelson’s continuous service through the applicable vesting date. In addition, the Nelson Acceleration applies to these option shares prior to full vesting.

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•	recipients;

•	the exercise, purchase, or strike price of stock awards, if any;

•	the number of shares subject to each stock award;

•	the vesting schedule applicable to the awards, together with any vesting acceleration; and

•	the form of consideration, if any, payable on exercise or settlement of the award.

•	the reduction of the exercise price of any outstanding option or stock appreciation right;

•	the cancellation of any outstanding option or stock appreciation right and the grant in substitution therefore of other awards, cash, or other consideration; or

•	any other action that is treated as a repricing under generally accepted accounting principles.

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•	we have been or are to be a participant;

•	the amount involved exceeded or exceeds $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

(1)	Consists of 563,707 shares of Series E stock purchased by Kleiner Perkins Caufield & Byers XIV, LLC and 47,689 shares of Series E stock purchased by KPCB XIV Founders Fund, LLC.

(2)	Consists of shares of Series E stock purchased by Obvious Ventures I, L.P.

(3)	Consists of 305,698 shares of Series E stock purchased by Primerose Development Group Limited, 305,698 shares of Series E stock purchased by Total Formation, Inc. and 733,675 shares of Series E stock purchased by Eminent Harmony Limited.

(4)	Consists of 66,438 shares of Series E stock purchased by the Julie D. Farkas Revocable Trust for which Mr. Goldman’s wife serves as the trustee.

(5)	Consists of 81,519 shares of Series E stock purchased by GreatPoint Ventures Innovation Fund, LP. for which Mr. Lane serves as Managing Partner.

(6)	Consists of 407,597 shares of Series E stock purchased by Union Grove Partners Direct Venture Fund, LP, for which Mr. Bohlen serves on the investment committee of the record holder’s general partner.

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(1)	Consists of notes in an aggregate principal amount of $500,000 purchased by Primerose Development Group Limited, notes in an aggregate principal amount of $500,000 purchased by Total Formation, Inc., notes in an aggregate principal amount of $100,000 held of record by Avondale Agents Ltd. and notes in an aggregate principal amount of $100,000 purchased by Hyunju Yang.

(2)	Consists of notes in an aggregate principal amount of $300,000 purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.

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(1)	Consists of 248,963 shares of Series F stock purchased by Primerose Development Group Limited, 248,963 shares of Series F stock purchased by Total Formation, Inc., 25,540 shares of Series F stock purchased by Avondale Agents Ltd. and 25,542 shares of Series F stock purchased by Hyunju Yang.

(2)

Consists of 223,331 shares of Series F stock purchased by Cleveland Avenue, LLC and held of record by CA Food I Fund LLC and 79,816 shares of Series F stock purchased by Donald Thompson, one of our directors, and held of record by Cleveland Manor Investments II LLC. Mr. Thompson has voting and dispositive control over the shares held by CA Food I Fund LLC and Cleveland Manor Investments II LLC. See “Principal Stockholders” for more information.

(3)	Consists of 76,628 shares of Series F stock purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.

(4)	Consists of 72,755 shares of Series F stock purchased by GreatPoint Ventures Innovation Fund, LP. for which Mr. Lane serves as Managing Partner.

(5)

Consists of 727,554 shares of Series F stock purchased by Union Grove Partners Venture Access Fund II-B, LP, 30,314 shares of Series F stock purchased by Union Grove Partners Direct Venture Fund, LP and 30,314 shares of Series F stock purchased by Union Grove Partners Venture Access Fund II, LP for which Mr. Bohlen serves on the investment committees of the general partners of each of the aforementioned record holders.

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(1)

Consists of notes in an aggregate principal amount of $1,587,322 purchased by Cleveland Avenue, LLC and held of record by Beyond Meat CA LLC, notes in an aggregate principal amount of $1,587,322 purchased by Beyond Meat CA LLC, and notes in an aggregate principal amount of $425,356 purchased by Donald Thompson. Mr. Thompson has voting and dispositive control over the shares held by Beyond Meat CA LLC. See “Principal Stockholders” for more information.

(2)	Consists of notes in an aggregate principal amount of $1,000,000 purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.

(1)	Consists of 527,881 shares of Series G stock purchased by Ultimate Epoch Limited.

(2)	Consists of 2,793,627 shares of Series G stock purchased by Beyond Meat CA LLC and 65,611 shares of Series G stock purchased by Don Thompson, in each case held of record by Cleveland Manor Investments II LLC.

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(3)	Consists of 154,250 shares of Series G stock purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.

(1)	Consists of 260,343 shares of Series H convertible preferred stock purchased by DNS-BYMT, LLC

(2)

Consists of 114,999 shares of Series H convertible preferred stock purchased by Beyond Meat CA LLC, 9,194 shares of Series H convertible preferred stock purchased by CA Food I Fund, LLC and 30,843 shares of Series H convertible preferred stock purchased by Donald Thompson, one of our directors, and held of record by Cleveland Manor Investments II LLC. Mr. Thompson has voting and dispositive control over the shares held by CA Food I Fund LLC and Cleveland Manor Investments II LLC. See “Principal Stockholders” for more information.

(3)	Consists of 61,904 shares of Series H convertible preferred stock purchased by the Seth Goldman Revocable Trust for which Mr. Goldman serves as the trustee.

(4)	Consists of 178,967 shares of Series H convertible preferred stock purchased by GreatPoint Ventures Innovation Fund, LP, for which Mr. Lane serves as Managing Partner, and 6,745 shares of Series H convertible preferred stock purchased by the GreatPoint Ventures Innovation Parallel Fund, LP., for which Mr. Lane serves as Managing Partner.

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•	each holder of 5% or more of the outstanding shares of our common stock;

•	each of our named executive officers;

•	each of our directors; and

•	all of our executive officers and directors as a group.

•	all shares the stockholder actually owns beneficially or of record;

•	all shares over which the stockholder has or shares voting or dispositive control (such as in the capacity as a general partner of an investment fund); and

•	all shares the stockholder has the right to acquire beneficial ownership of within 60 days after July 31, 2018.

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*	Represents beneficial ownership of less than one percent of the outstanding shares of our common stock.

(1)

Consists of (i) 10,719,738 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Kleiner Perkins Caufield & Byers XIV, LLC (“KPCB XIV”) and (ii) 906,877 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by KPCB XIV Founders Fund, LLC (“KPCB XIV FF”). All shares are held for convenience in the name of “KPCB Holdings, Inc., as nominee” for the accounts of such entities. The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC (“KPCB XIV Associates”). Brook Byers, L. John Doerr, William Gordon and Theodore Schlein, the managing members of KPCB XIV Associates, may be deemed to have shared voting and dispositive power over the shares held by KPCB XIV and KPCB XIV FF. The address for each of the entities identified above is 2750 Sand Hill Road, Menlo Park, CA 94025.

(2)

Consists of 6,324,458 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held of record by DNS-BYMT, LLC. DNS-BYMT, LLC (“DNS”) is a manager-managed Delaware limited liability company. The controlling member of DNS is DNS Venture Partners, LLC (“DNS VP”), a manager-managed Delaware limited liability, and the sole managers of both DNS and DNS VP are P. Daniel Donohue and Edward Rabin who may be deemed to have shared voting and dispositive power over the shares held by DNS. The address for each of the entities identified above is 350 S Main Ave., Suite 402, Sioux Falls, SD 57104.

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(3)

Consists of (i) 603,965 shares of common stock and 145,427 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Cleveland Manor Investments II LLC (“Cleveland Manor”), (ii) 2,793,627 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Beyond Meat CA LLC (“BM CA”), and (iii) 223,331 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by CA Food I Fund, LLC (“CA Food”). Cleveland Avenue Food and Beverage Fund Holdings LLC (“CA F & B”) is the sole member of BM CA. Cleveland Avenue GP, LLC (“CA GP”) is the sole manager of CA F & B. Cleveland Avenue, LLC (“CA LLC”) is the sole manager of CA GP. Donald Thompson is the sole manager of CA LLC and may be deemed to have sole voting and dispositive power over the shares held by BM CA. Mr. Thompson is the sole manager of Cleveland Manor and may be deemed to have sole voting and dispositive power over the shares held by Cleveland Manor. CA LLC is the sole manager of CA Food. Mr. Thompson is the sole manager of CA LLC and may be deemed to have sole voting and dispositive power over the shares held by CA Food. The address for each of the entities identified above is 222 N. Canal, St. Chicago, IL 60606.

(4)

Consists of (i) 6,635,170 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Obvious Group LLC (“Obvious Group”) and (ii) 883,394 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Obvious Ventures I, L.P. (“OV1”). The sole managing member of Obvious Group is Evan Williams, who may be deemed to have sole voting and dispositive power over the shares held by Obvious Group.  The general partner of Obvious Ventures I, L.P. is Obvious Ventures GP I, L.L.C. (“OV1 GP”). Evan Williams and James Joaquin, the managing members of OV1 GP, may be deemed to have shared voting and dispositive power over the shares held by OV1 GP. The address for Obvious Group is PO Box 849 Lafayette, CA 94549-0849. The address for OV1 and OV1 GP is 220 Halleck Street, Suite 120, San Francisco, CA 94129.

(5)

Consists of (i) 25,540 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held of record by Avondale Agents Limited, (ii) 733,675 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held of record by Eminent Harmony Limited, (iii) 2,384,344 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held of record by Primerose Development Group Limited, (iv) 2,384,343 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held of record by Total Formation Inc., (v) 527,881 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held of record by Ultimate Epoch Limited, and (vi) 25,542 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held of record by Hyun Ju Yang. The address for each of the entities or persons identified above is 14F No 237, Section 1, Chien Kuo South Road, Taipei 10657, Taiwan.

(6)

Consists of 4,746,797 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Tyson New Ventures, LLC, which is a wholly owned subsidiary of Tyson Foods, Inc. Tyson Foods, Inc.’s board of directors consist of John Tyson, Gaurdie E. Banister Jr., Dean Banks, Mike Beebe, Mikel A. Durham, Tom Hayes, Kevin M. McNamara, Cheryl S. Miller, Jeffrey K. Schomburger, Robert C. Thurber, and Barbara A. Tyson, and may be deemed to have shared voting and dispositive power over the shares held by Tyson New Ventures, LLC. The address for each of the entities identified above is 229 Don Tyson Parkway, Springdale, AR 72762.

(7)

Consists of (i) 2,777,067 shares of common stock and (ii) 2,132,82 shares subject to stock options issuable upon the exercise of options exercisable within 60 days after July 31, 2018. Mr. Brown has pledged 392,442 of his shares as collateral to secure a personal loan from a lender that is not the company. In addition, pursuant to another personal loan from a lender that is not the company, all of Mr. Brown’s shares are subject to a “negative pledge” under which the sale or transfer of his shares would result in such loan becoming due.

(8)	Consists of (i) 697,258 shares of common stock and (ii) 103,500 shares subject to stock options issuable upon the exercise of options exercisable within 60 days after July 31, 2018.

(9)	Consists of (i) 187,500 shares of common stock and (ii) 46,875 shares subject to stock options issuable upon the exercise of options exercisable within 60 days after July 31, 2018.

(11)

Consists of (i) 437,911 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Union Grove Partners Direct Venture Fund, LP, (ii) 30,314 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Union Grove Partners Venture Access Fund II, LP, and (iii) 727,554 shares of common stock issuable upon the deemed conversion of shares of the preferred

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(13)

Consists of 154,274 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by GreatPoint Ventures Innovation Fund, LP. GreatPoint Investment Partners, LLC is the general partner of GreatPoint Ventures Innovation Fund, L.P. Mr. Lane serves on the investment committee of GreatPoint Investment Partners, LLC and may be deemed to share voting and dispositive power over the shares held by GreatPoint Ventures Innovation Fund, L.P. with the other members of the investment committee. The address for each of the entities identified above is 744 Montgomery Street, 5th Floor San Francisco, CA 94111.

(14)	Mr. Pucker does not have voting or dispositive power over the shares held by DNS-BYMT, LLC.

(15)	Consists of 27,778 shares of common stock are held by the Biz and Livy Stone Family Trust, for which Mr. Stone and his wife serve as co-trustees and for which Mr. Stone may be deemed to have voting and dispositive power over the shares held by the trust.

(16)

Consists of (i) 73,697 shares of common stock issuable upon the deemed conversion of shares of the preferred stock held by Mr. van Lengerich, (ii) 88,761 shares of common stock subject to stock options issuable upon the exercise of options exercisable within 60 days after July 31, 2018, and (iii) 599,136 shares of common stock held by Seeding the Future Foundation. Mr. van Lengerich is the founder and president of Seeding the Future Foundation. In addition, Mr. van Lengerich and his wife serve as the only board members of Seeding the Future Foundation. Therefore, Mr. van Lengerich may be deemed to have voting and dispositive power over the shares held by Seeding the Future Foundation. The address for Seeding the Future Foundation is 1855 Troy Lane Plymouth, MN 55447.

(17)	Consists of (i) 5,845,187 shares of common stock, (ii) 2,581,917 shares of common stock that may be acquired pursuant to the exercise of stock options within 60 days of July 31, 2018, and (iii) 11,521,943 shares of common stock issuable upon conversion of preferred stock.

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•	shares are designated as common stock; and

•	shares are designated as preferred stock.

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•	any derivative action or proceeding brought on our behalf,

•	any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees or agents or our stockholders,

•	any action asserting a claim against us arising pursuant to the DGCL, and

•	any action regarding our amended and restated certificate of incorporation or our amended and restated bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine;

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•	any breach of the director’s duty of loyalty to us or to our stockholders;

•	acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•	unlawful payment of dividends or unlawful stock repurchases or redemptions; and

•	any transaction from which the director derived an improper personal benefit.

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•	beginning on the date of this prospectus, the shares of common stock sold in this offering will be immediately available for sale in the public market;

•	beginning 181 days after the date of this prospectus,            additional shares of common stock may become eligible for sale in the public market upon the satisfaction of certain conditions as set forth in “—Lock-Up Agreements,” of which            shares would be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and

•	the remainder of the shares of common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

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•	banks, insurance companies or other financial institutions;

•	partnerships or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities);

•	corporations that accumulate earnings to avoid U.S. federal income tax;

•	tax-exempt or governmental organizations or tax-qualified retirement plans;

•	real estate investment trusts or regulated investment companies;

•	controlled foreign corporations or passive foreign investment companies;

•	persons who acquired our common stock pursuant to the exercise of an employee stock option or otherwise as compensation for services;

•	dealers in securities or currencies;

•	traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

•	persons that own, or are deemed to own, more than 5% of our common stock (except to the extent specifically set forth below);

•	certain former citizens or long-term residents of the United States;

•	persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction;

•	qualified foreign pension funds as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

•	persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); or

•	persons deemed to sell our common stock under the constructive sale provisions of the Code.

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•	an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state therein or the District of Columbia or otherwise treated as such for U.S. federal income tax purposes;

•	a trust that (1) is subject to the primary supervision of a U.S. court and one or more ”United States persons” (within the meaning of Section 7701(a)(30) of the Code) have authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person; or

•	an estate whose income is subject to U.S. federal income tax regardless of source.

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•

the gain (1) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (2) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment (or, in the case of an individual, a fixed base) maintained by the non-U.S. holder in the United States (in which case the special rules described below apply);

•

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other taxable disposition of our common stock, and certain other requirements are met (in which case the gain would be subject to a flat 30% tax, or such reduced rate as may be specified by an applicable income tax treaty, which may be offset by U.S.-source capital losses, even though the individual is not considered a resident of the United States, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses); or

•	the rules of the Foreign Investment in Real Property Tax Act, or FIRPTA, treat the gain as effectively connected with a U.S. trade or business.

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•	the information set forth in this prospectus and otherwise available to the representatives;

•	our prospects and the history and prospects for the industry in which we compete;

•	an assessment of our management;

•	our prospects for future earnings;

•	the general condition of the securities markets at the time of this offering;

•	the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•	other factors deemed relevant by the underwriters and us.

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•	to any legal entity which is a qualified investor as defined in the Prospectus Directive;

•	to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require us or any of our representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the representatives and us that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

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•	does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

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•	has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;

•	does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and

•	may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

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•	a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•	to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

•	where no consideration is or will be given for the transfer;

•	where the transfer is by operation of law;

•	as specified in Section 276(7) of the SFA; or

•	as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

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•	the offer, transfer, sale, renunciation or delivery is to:

(a)	persons whose ordinary business is to deal in securities, as principal or agent;

(b)	the South African Public Investment Corporation;

(c)	persons or entities regulated by the Reserve Bank of South Africa;

(d)	authorised financial service providers under South African law;

(e)	financial institutions recognised as such under South African law;

(f)	a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or

(g)	any combination of the person in (a) to (f); or

•	the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.

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•	Level 1—Unadjusted quoted prices in active markets accessible by the reporting entity for identical assets or liabilities. Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

•	Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which significant value drivers are observable.

•	Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable.

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Conversion Rights—Each share of our preferred stock, at the option of the holder, is convertible into shares of common stock on a one-for-one basis, subject to adjustment. Conversion will occur upon the closing of an underwritten initial public offering of our common stock to the public at a price per share implying a valuation equal to at least $350,000 (calculated on a fully-diluted basis) and resulting in at least $50,000,000 of gross proceeds to us. Conversion of the Series A convertible preferred stock and Series B convertible preferred stock may also occur upon the vote of 55% of the outstanding Series A convertible preferred stock and Series B convertible preferred stock voting together as a single class on an as-converted basis. Conversion of the Series C convertible preferred stock may also occur upon the vote of at least 75% of the outstanding Series C convertible preferred stock. Conversion of the Series D convertible preferred stock and Series E convertible preferred stock may also occur upon the vote of at least 60% of the outstanding Series D convertible preferred stock and 60% of the outstanding Series E convertible preferred stock respectively, each voting as a separate class. Conversion of the Series F convertible preferred stock and Series G convertible preferred stock may also occur upon the vote of at least a majority of the outstanding Series F convertible preferred stock and a majority of the outstanding Series G convertible preferred stock respectively, each voting as a separate class.

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Dividend Rights—Holders of preferred stock shall be entitled to receive noncumulative dividends on a pari passu basis and prior and in preference to any declaration or payment of any dividends to holders of common stock at a rate of 8% per annum. After the payment of such dividends to the holders of the Preferred Stock, any additional dividends or distributions shall be distributed among the holders of common stock and the preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of the preferred stock were converted to common stock.

•

Voting Rights—On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of the stockholders in lieu of meeting), each holder of outstanding shares of the preferred stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by other provisions of our Certificate of Incorporation, holders of preferred stock shall vote together with the holders of common stock as a single class.

•

Liquidation Preferences—In the event of any voluntary or involuntary liquidation, dissolution or winding up or deemed liquidation event of the corporation, after the payment of all preferential amounts required to be paid to the holders of shares of preferred stock in accordance with the terms of our Certificate of Incorporation, our remaining assets available for distribution to the stockholders of the Company shall be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder.

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•	Risk-Free Interest Rate—The yield on actively traded noninflation indexed US Treasury notes with the same maturity as the expected term of the underlying options was used as the average risk-free interest rate.

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•	Expected Term—The expected term of options granted to employees during the years ended December 31, 2017 and 2016, was determined based on management’s expectations of the options granted, which are expected to remain outstanding. The expected term for options granted to nonemployees is equal to the remaining contractual life of the options.

•	Expected Volatility—As the Company is a private entity, there is not a substantive share price history to calculate volatility and, as such, the Company has elected to use an approximation based on the volatility of other comparable public companies, which compete directly with the Company, over the expected term of the options.

•	Dividend Yield—The Company has not issued regular dividends on common shares in the past nor does the Company expect to issue dividends in the future.

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(1)

We granted 7,655,028 stock options to purchase shares of our common stock to our employees, directors and consultants at a weighted average exercise price of $1.09 per share under our 2011 Equity Incentive Plan. We also issued and sold an aggregate of 4,036,066 shares of our common stock to our employees, directors and consultants at a weighted average exercise price of $0.65 per share pursuant to restricted stock issuances exercises of options granted under our 2011 Equity Incentive Plan.

(2)

From October 2, 2015 through January 29, 2016, we issued and sold an aggregate of 7,051,835 shares of our Series E convertible preferred stock at a purchase price of $2.4534 per share, for aggregate consideration of approximately $17,300,000. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act.

(3)

On June 6, 2016 we issued a warrant to purchase up to an aggregate of 58,607 shares of our Series E convertible preferred stock at an exercise price of $2.4534 per share in connection with the extension of a line of credit from Silicon Valley Bank. Such issuance was deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

(4)	From September 9, 2016 through September 12, 2016, we issued and sold subordinated convertible promissory notes in an aggregate principal amount of $4,000,000 at face value. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

(5)

From October 7, 2016 through June 26, 2017, we issued and sold an aggregate of 7,299,792 shares of our Series F convertible preferred stock at a purchase price of $4.1234 per share, for aggregate consideration of approximately $30,100,000. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act.

(6)	From August 1, 2017 through November 3, 2017, we issued and sold subordinated convertible promissory notes in an aggregate principal amount of $10,000,000 at face value. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act.

(7)	From November 22, 2017 through June 29, 2018, we issued and sold an aggregate of 7,671,837 shares of our Series G stock at a purchase price of $7.2933 per share, for aggregate consideration of approximately $55,953,000. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Rule 506(b) of Regulation D promulgated

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(8)

On June 27, 2018, we issued warrants to purchase up to an aggregate of 90,000 shares of our common stock at an exercise price of $2.00 per share in connection with the extension of a line of credit and a term loan from Silicon Valley Bank. Such issuances were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

(9)	On October 5, 2018, we issued and sold an aggregate of 2,618,183 shares of our Series H stock at a purchase price of $16.1540 per share, for aggregate consideration of approximately $42,294,000. Such issuances were deemed to be exempt under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

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*	To be filed by amendment.

+	Confidential treatment requested.

†	Indicates management contract or compensatory plan.

(a)	To provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c)

That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(d)	That, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(ii)	a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

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(i)	shares of Common Stock, Options or Convertible Securities issued or deemed issued upon conversion of or as a dividend or distribution on Preferred Stock; or

(ii)	shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Subsection 4.5, 4.6, 4. 7 or 4.8; or

(iii)	shares of Common Stock or Options issued to officers, employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors, including at least a majority of the Preferred Directors; or

(iv)	shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of the Option or Convertible Security outstanding as of the Original Issue Date; or

(v)

any shares of Common Stock, Options or Convertible Securities issuable or issued to parties that are (i) actual or potential suppliers or customers, or strategic partners investing in connection with a commercial relationship with the Corporation or (ii) providing the Corporation with equipment leases, real property leases, loans, credit lines, guaranties of indebtedness, cash price reductions or similar transactions, under arrangements, in each case approved by the Board of Directors, including at least a majority of the Preferred Directors; or

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(vi)

shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition of another corporation or entity pursuant to a consolidation, merger, purchase of all or substantially all the assets of such entity, or other reorganization in which the Corporation acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such entity or 50% or more of the equity ownership in such entity, provided that such transaction or series of transactions has been approved by the Board of Directors, including at least a majority of the Preferred Directors; or

(vii)	shares of Common Stock or Preferred Stock issuable upon exercise of warrants outstanding as of the date of the Original Issue Date; or

(viii)	shares of Common Stock issued or issuable in a Qualified Public Offering or a public offering in connection with which all outstanding shares of Preferred Stock will be converted to Common Stock.

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(i)	insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

(ii)	insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors, including at least a majority of the Preferred Directors; and

(iii)	in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors, including at least a majority of the Preferred Directors.

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(i)

the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(ii)

the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

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A.	Amendment of Prior Agreement; Waiver of Right of First Offer.

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X =	the number of Shares to be issued to the Holder;

Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B =	the Warrant Price.

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[    ]	check in the amount of $________ payable to order of the Company enclosed herewith

[    ]	Wire transfer of immediately available funds to the Company’s account

[    ]	Cashless Exercise pursuant to Section 1.2 of the Warrant

[    ]	Other [Describe] _______________________________________________

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X =	the number of Shares to be issued to the Holder;

Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

B =	the Warrant Price.

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[    ]	check in the amount of $________ payable to order of the Company enclosed herewith

[    ]	Wire transfer of immediately available funds to the Company’s account

[    ]	Cashless Exercise pursuant to Section 1.2 of the Warrant

[    ]	Other [Describe] _______________________________________________

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Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

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1.	Basic Provisions ("Basic Provisions").

1.6	Base Rent and Other Monies Paid Upon Execution:

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þ	an Addendum consisting of Paragraphs 50_____ through 65____;

þ	a plot plan depicting the Premises set forth on Exhibit A attached hereto and made a part hereof;

¨	a current set of the Rules and Regulations;

¨	a Work Letter;

¨	an energy disclosure addendum is attached;

þ	other (specify): Option to Extend Addendum (Par. 66); Arbitration Agreement (Par. 67); and Rent Adjustment Addendum (Par. 68).

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A.	RENT ADJUSTMENTS:

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B.	NOTICE:

C.	BROKER'S FEE:

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A.	ARBITRATION OF DISPUTES:

B.	DISPUTES EXCLUDED FROM ARBITRATION:

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D.	ARBITRATION PROCEDURE:

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b.	Upon the establishment of each New Market Rental Value:

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B.	NOTICE:

C.	BROKER'S FEE:

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IF TO LANDLORD:	c/o Sara Maguire LeMone

and to:	Phebe La Mar

IF TO TENANT:	Beyond Meat®

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RE:	1714 Commerce Ct., Suites A&B, Columbia, MO 65202

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•	Exterior

◦	Repair and replace existing exterior doors as needed

◦	Repair all penetrations in exterior walls

◦	Concrete pads for HVAC

◦	Concrete pads for Freezer condensers

◦	Concrete footing and pads for Nitrogen and C02 tanks

◦	North Access and parking lot addition as allowed by local development ordinances

•	Existing Office Area

◦	Repair and Remodel existing office area

◦	Repair and Remodel existing restrooms

◦	Replace HVAC in existing office area

•	Office Administration Infill

◦	Build-out walls for Chemical Storage, Locker Rooms, Coats, Boot wash and Electrical Panel areas

◦	Structural support for mezzanine level office addition

◦	Build out mezzanine office addition

◦	Stairs to mezzanine

◦	FRP in Chemical Storage and Locker Rooms

•	Frozen Storage & Packaging Areas

◦	Floor cut and insulation for thermal break at Freezer

◦	Curbs for freezer

◦	Fire Sprinkler modifications for freezer

◦	Epoxy overlay in Packaging Area

•	Production Area

◦	Floor drains and trenches

◦	Epoxy overlay flooring

◦	Curbs at perimeter

◦	Underground floor prep and drains for 2x2 floor sinks

◦	Install new HVAC

•	Warehouse & Dry Storage Area

◦	Install HVAC

◦	Stairs to mezzanine office and parts supply areas

•	Utilities

◦	Upgrade primary electric service to 4,000 amps

◦	Lighting rework throughout to accommodate new infill and FFE

◦	Water distribution throughout

•	Roofing

◦	Modifications for exhaust piping for gas grill and freezer equipment

•	Architectural & Engineering

◦	Design of all modifications and improvements by Simon Associates and Timberlake Engineering

◦	Coordinated by Justin Fuller of Beyond Meat

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1.	Cost of the Work; General Conditions; Applications for Payment; Audit Rights; Cost Savings.

1.1.

The "Cost of the Work" is the amount described as the "Original Scheduled Value" in the Schedule of Values approved by Contractor, Landlord, and Tenant (the "Schedule of Values"). The Cost of the Work shall include the cost of the work and services identified in the Schedule of Values (and as may be modified pursuant to this Paragraph). Notwithstanding anything to the contrary set forth herein or in the Contract, Tenant shall not be obligated to pay as Cost of the Work, and the Construction Allowance may be not be used for, any of the following items: (I) the Contractor's capital expenses, including interest on the Contractor's-capital employed for the work described in the Contract and Plans and Specifications approved by Landlord, Tenant, and Contractor (collectively, the "Contract Documents", and such work, collectively, the "Work"); (2) costs due to the fault or negligence of the Contractor and/or its Subcontractors and any other person or entity for whose acts the Contractor and/or its Subcontractors may be liable, including, without limitation, the costs of correcting damaged, defective or non-conforming Work, disposal and replacement of materials and equipment incorrectly ordered or supplied; and (3) overhead and general expenses, general conditions and profit other than the "General Conditions" of 8% and the "Contractor's Mark-up" of 10% set forth on the project budget attached to Pay Application #1; except, that, "Contractor's Mark-up" shall exclude any mark-up on General Conditions .. Further, notwithstanding anything to the contrary set forth herein or in the Contract, the General Conditions shall not include any cost item that is already accounted for in another line item in the project budget attached to Pay Application #1.

1.2.

The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. Each Application for Payment shall be accompanied by a lien waiver, executed by each Subcontractor and each materialman or supplier, covering all labor and materials that shall have been paid for in any previous application. Each Application for Payment shall also be accompanied by a partial lien waiver, executed by the Contractor and covering the entire amount of the payment requested by the relevant Application for Payment, effective on payment. In addition, each Application for Payment shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as Landlord or Tenant may reasonably require, such as copies of requisitions, invoices or payment applications from Subcontractors and material suppliers. Neither Landlord nor Tenant shall be required to process an Application for Payment until such lien waivers and other requested information are submitted. The Contractor's Applications for Payment may not include requests for payment of amounts the Contractor does not intend to pay to a Subcontractor or material supplier because of a dispute or other reason.

1.3.

Contractor shall permit Landlord and Tenant to audit their books for any purpose of determining the correctness and allowability of charges made pursuant to the Contract, including all items in the Cost of the Work and in any change order (except that these provisions shall not apply to Work contracted on a lump sum basis). Contractor shall produce all data that Landlord or Tenant may request for any such purpose. Contractor shall keep, and shall cause all Subcontractors to keep, such full and detailed accounts as may be necessary to reflect its operations with respect to such charges and extras. Landlord and Tenant and each of their respective agents and employees shall be afforded access at all reasonable times to Contractor's and (if applicable) Subcontractors' books, correspondence, instructions, receipts, vouchers, memoranda, and records of all kinds, relating to all Work under the Contract as well as to changes in the Work and extras. In regard to the foregoing and generally, Contractor hereby authorizes the Owner, and shall require all Subcontractors to authorize the Owner, to check directly with its suppliers of labor and materials the charges for such labor, material, and other items appearing in the Contractor's bills rendered to the Owner and the balances due on such charges and to obtain sworn

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1.4.	If the final Cost of the Work incurred by Cootractor on the Project is less than the amount set forth in the Schedule of Values agreed upon by Landlord and Tenant, Tenant shall be entitled to all such savings and Contractor will return to Landlord, for the benefit of Tenant, Cost of the Work saved.

2.	Warranties: Condition to Final Payment.

2.1.

Contractor warrants to Landlord and Tenant that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by Plans and Specifications, that the Work will be free from any defects or deficiencies in workmanship or materials ( ordinary wear and tear excepted) and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, shall be considered defective. The Contractor's warranty does not cover damage or failure of materials to the extent caused by any abuse, modification, improper or insufficient maintenance or improper operation by the Owner. If required by the Owner, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment to be employed in the performance of the Work.

2.2.

In addition to the warranties set forth in the immediately preceding Paragraph, Contractor represents and warrants to Landlord and Tenant that all Work, materials, and equipment furnished under the Contract shall be free from failure under ordinary usage for a period of one (1) year from the date the Landlord Improvements are substantially complete. All Work not conforming to these standards shall be considered defective. Further, Contractor agrees that all guarantees or warranties of equipment or materials furnished to the Contractor or Subcontractors by any manufacturer or supplier shall be deemed to run to the benefit of, and are hereby assigned to, Landlord (subject to the remainder of this Paragraph). As a condition to final payment for the Work, the Contractor shall deliver to the Landlord two (2) clean, complete and readable copies of all guarantees and warranties on equipment and materials furnished by all manufacturers and suppliers to the Contractor and all Subcontractors, together with duly executed instruments properly assigning the guarantees and warranties to Landlord, and shall also deliver to Landlord two (2) clean, complete and readable copies of as-built drawings, all related manufacturer's instructions, related maintenance manuals, replacement lists, detailed drawings and any technical requirements necessary to operate and maintain such equipment and materials or needed to maintain the effectiveness of any such warranties. All warranties set forth in this Paragraph and the immediately preceding paragraph shall be assignable to Tenant, and upon Tenant's written request therefor, shall be assigned to Tenant if and to the extent Tenant is required to repair, maintain, or replace any of the Work pursuant to the applicable provisions of the Lease.

3 .1.

Contractor shall indemnify and hold harmless Landlord, Tenant, and their respective officers, directors, shareholders, partners, employees or agents, from and against claims, damages, losses and expenses, including, without limitation, reasonably attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property including loss of use resulting therefrom, but only to the extent caused in whole or in part by the acts or omissions of the Contractor, a Subcontractor, a sub-Subcontractor, materialrnan, or supplier or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph. This indemnification shall survive acceptance of the Work and completion of the Contract. In claims against any person or entity indemnified under the terms of the Contract by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Contract shall not be limited by a limitation on amount or type of damages, compensation or benefits

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3 .2.

Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the State of Missouri and acceptable to Landlord and Tenant such insurance as will protect theContractor from the following kinds of claims, which may arise out of or result from the Contractor's operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: (1) claims under workers' or workmen's compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed; (2) claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; (3) claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; (4) claims for damages insured by usual personal injury liability coverage; (5) claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; ( 6) claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; and (7) claims involving contractual liability insurance applicable to the Contractor's indemnity obligations set forth herein. In addition, Landlord shall carry builder's risk insurance covering the Landlord Improvements. The coverage and limits of liability contained in the Contractor's liability insurance required pursuant to this Paragraph shall not be less than (1) Combined single limit for Bodily or Personal Injury and Property Damage of not less than $1,000,000 each occurrence, $2,000,000 annual aggregate for commercial general liability insurance, and (2) $1,000,000 Each accident, $1,000,000 Disease - Policy and $1,000,000 Disease - Each Employee for employer's liability insurance. All coverage shall be on an occurrence basis. With the exception of workers compensation, insurance coverages required of Contractor by the Contract shall name Landlord and Tenant as additional insureds and shall not be canceled or allowed to expire without thirty (30) days prior written notice to both Landlord and Tenant. The coverage on all such policies required from Contractor pursuant to this Contract shall be primary to any valid and collectible insurance carried by Landlord and Tenant.

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If to Borrower:	Savage River, Inc.

If to Bank:	Silicon Valley Bank

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If to Borrower:	Savage River, Inc.

If to Bank:	Silicon Valley Bank

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1.	The amount of the proposed Advance is $                           , and should be wired to the Company as follows:

2.	The Funding Date of the proposed Advance is                               .

3.	As of this date, no Default or Event of Default has occurred and is continuing, or will result from the making of the proposed Advance, and the representations and warranties of the Company contained in Section 5 of the Loan Agreement are true and correct in all respects as of the date hereof except for such representations and warranties made as of a specific date.

4.

As of the Funding Date, no injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be issued is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by the Loan Agreement or the making of the proposed Advance.

5.	There has not been any material impairment in the Collateral, Borrower’s general affairs, management, results of operations, financial condition or the prospect for repayment of the Obligations as and when due since the date of the most recent financial statements submitted to you by the Company.

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1.	The recitals set forth above are incorporated into and made part of this Joinder Agreement. Capitalized terms not defined herein shall have the meaning provided in the Loan Agreement.

2.

By signing this Joinder Agreement, Subsidiary shall be bound by the terms and conditions of the Loan Agreement the same as if it were the Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis mutandis, provided however, that (a) with respect to (i) Section 5.1 of the Loan Agreement, Subsidiary represents that it is an entity duly organized, legally existing and in good standing under the laws of [      ], (b) neither Agents nor Lenders shall have any duties, responsibilities or obligations to Subsidiary arising under or related to the Loan Agreement or the other Loan Documents, (c) that as long as Company satisfies the requirements of Sections 6.3 through 6.5 of the Loan Agreement, Subsidiary shall not have to provide Collateral Agent separate Financial Statements, Compliance Certificates or notices of default and (d) that if Subsidiary is covered by Company’s insurance, Subsidiary shall not be required to maintain separate insurance or comply with the provisions of Section 6.8 of the Loan Agreement.

3.

To the extent that any Agent or Lender has any duties, responsibilities or obligations arising under or related to the Loan Agreement or the other Loan Documents, those duties, responsibilities or obligations shall flow only to Company and not to Subsidiary or any other Person or entity. By way of example (and not an exclusive list): (i) Collateral Agent’s providing notice to Company in accordance with the Loan Agreement or as otherwise agreed among Company, Collateral Agent and Lenders shall be deemed provided to Subsidiary; (ii) a Lender’s providing an Advance to Company shall be deemed an Advance to Subsidiary; and (iii) Subsidiary shall have no right to request an Advance or make any other demand on Lender.

4.

Subsidiary acknowledges that it benefits, both directly and indirectly, from the Loan Agreement, and hereby waives, for itself and on behalf on any and all successors in interest (including without limitation any assignee for the benefit of creditors, receiver, bankruptcy trustee or itself as debtor-in-possession under any bankruptcy proceeding) to the fullest extent provided by law, any and all claims, rights or defenses to the enforcement of this Joinder Agreement on the basis that (a) it failed to receive adequate consideration for the execution and delivery of this Joinder Agreement or (b) its obligations under this Joinder Agreement are avoidable as a fraudulent conveyance.

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5.	As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Obligations, Subsidiary grants to Collateral Agent a security interest in all of Subsidiary’s right, title, and interest in and to the Collateral.

6.	Section 13 of the Loan Agreement is incorporated herein by reference, mutatis mutandis.

1.	Product: The product to be purchased by Savage River and supplied by Company under this Agreement is [***] (the “Product”).

2.	Effective Date: January 1, 2018

3.	Term: The Term of this Agreement is January 1, 2018 to December 31, 2019.

4.	Price: Pricing for the Product during the Term shall be [***].

5.	Quantities

(A)	Savage River agrees to purchase [***] from Roquette in 2018 (“2018 Minimum Volume”) and no less than [***] from Roquette during the Term (“Total Volume Commitment”).

(B)	If Savage River does not purchase the 2018 Minimum Volume by the end of 2018, Roquette will invoice Savage River for [***] at the Price set forth above. Likewise, if Savage River does not purchase the Total Volume Commitment by the end of 2019, Roquette will invoice Savage River for [***]. Any such amount shall be immediately payable by Savage River.

(C)	Without prejudice to Savage River’s obligation to purchase the 2018 Minimum Volume Commitment, the maximum volume of Product Savage River may purchase in 2018 (“2018 Maximum”) shall be determined as follows:

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a.	[***]

b.	[***]

c.	[***].

6.	3-Month Rolling Forecasts

a.	Savage River will provide Roquette with rolling 3-month forecasts, meaning that before the 20th day of the last month in a given quarter (i.e. March 20, June 20, September 20, December 20), Savage River will send Roquette a forecast for the upcoming quarter that sets forth Savage River’s anticipated monthly volumes for such quarter.

b.	Within five days of receipt, Roquette will approve or propose modifications to such forecasts. Roquette shall have no obligation to approve a forecast that exceeds the amounts specified above or where [***].

7.	Payment Terms: Net 60 days

8.	Delivery Terms: FCA Ark Logistics

9.	Purchase Orders:

a.	Purchase Orders shall be issued no fewer than [***] ([***]) days prior to Savage River’s requested delivery date and shall not exceed the amounts set forth in the applicable approved forecast.

b.

In the event Roquette is unable to supply the volume specified in a purchase order, Roquette shall be liable to Savage River for its reasonable actual incremental cost of cover (i.e. the difference between the contract price herein and the reasonable actual cost of cover, as proven by documentary evidence), provided that such purchase order does not exceed the approved forecast. Such damages shall be Savage River’s exclusive remedy for Roquette’s failure to supply the contracted volume.

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10.

Other terms: Seller’s Standard Commercial Agreement terms and conditions, attached hereto, are expressly agreed by the Parties and incorporated herein. In the event of any inconsistency, the terms of this Supply Confirmation shall prevail over the Standard Commercial Agreement terms and conditions. Savage River’s purchases of volumes in excess of those specified above are subject to availability. New pricing on additional volumes may apply.

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1.	Contact: Advisor’s principal Company contact: Ethan Brown, CEO.

2.	Services: Advisor will render to the Company the following Services, as requested:

3.	Term: Commencing on February 1, 2016 for a three-year period. One-year check-in upon anniversary of agreement to review logistics of contract and renew given remote nature of role.

4.	Commitment: Company and Advisor agree that Advisor shall provide 60% of his professional time to business with the understanding that this percent allocation may be adjusted, along with compensation, based on mutual agreement between parties (Company and Advisor).

5.	Compensation: For Services rendered by Advisor under this Agreement, the Company shall pay Advisor as follows: $25,000 per month, payable monthly (net 30 days). Company shall further provide stock options according to Option Agreement in Exhibit B.

6.	Other: Company agrees to pay for Advisor travel and lodging that is required to perform duties under the contract. Advisor agrees to participate in Company budgeting process and to execute agreed upon budget for R&D program.

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1.	Contact:

•	Advisor’s principal Company contact: Ethan Brown, CEO.

•	Participate in Bi-Quarterly Program Reviews

•	Provide Technical Expertise

•	Provide Long-term Vision

i.	Work with Seth Goldman to identify and evaluate potential North American feedstocks to help minimize and/or eliminate longer term dependency on non US Pea as protein source for major BYMT product categories.

ii.

Work with Seth Goldman and Ethan Brown to evaluate and champion separation approaches that can cost-effectively handle a breadth of non-Pea but protein rich feedstocks (on the one hand this can be done by partnering with ingredient companies, on the other it could be more fundamental and working w/universities, for example, to create new IP around separation capabilities that Company could ultimately own, or some combination of both). Parties recognize that partnering with any third party may require a BYMT point of contact to resource and operationalize collaboration (i.e. material testing, extrusion, sensory etc.).

•	Support operations on continuous production approaches (i.e. continuous multistage

•	Weekly 1-hour one-one call with Ethan Brown to cover broad range of technical topics

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•	Participate in periodic program reviews with Research and Development leads as scheduled by Company

•	Board meetings attendance, in person as often as possible

•	From December 1, 2016 through Feb. 26, 2019. Check-in upon anniversary of agreement to review logistics of contract and renew given remote nature of role.

•	Company and Advisor agree that Advisor shall provide 5-6 days per month of his professional time to Company’s business with the understanding that this allocation may be adjusted, along with compensation, based on mutual agreement between parties (Company and Advisor).

•	For Services rendered by Advisor under this Agreement, the Company shall pay Advisor as follows: $10,000 per month, payable monthly (net 30 days).

•	Company shall continue to provide stock options according to original Option Agreement between the parties from Feb. 26, 2016 (see Exhibit B).

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1.	To be completed, signed (where applicable) and returned, along with this offer letter, (a) via email to your hiring manager and lohagan@beyondmeat.com as soon as possible; and (b) by hand on your first day or by mail to Laura O’Hagan (Beyond Meat, 1325 El Segundo Blvd, El Segundo, CA, 90245):

a)	Confidential Information and Invention Assignment Agreement

b)	Background consent form

c)	Application for Employment

d)	New employee personal information form

e)	I-9 form(s) of identification – please include a scanned PDF of your identification form(s)

2.	Background information

a)	Benefits Overview 2015-2016

b)	Benefits at a glance – 2015-2016

c)	Benefits – Semi Monthly Costs – Salaried Employee

d)	2011 Equity Incentive Plan

e)	Travel & Expense Reimbursement Policy

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1.	To be completed, signed (where applicable) and returned, along with this offer letter, (a) via email to your hiring manager and lohagan@beyondmeat.com as soon as possible; and (b) by hand on your first day or by mail to Laura O’Hagan (Beyond Meat, 1325 El Segundo Blvd, El Segundo, CA, 90245):

a)	Confidential Information and Invention Assignment Agreement

b)	Background consent form

c)	Application for Employment

d)	New employee personal information form

e)	I-9 form(s) of identification – please include a scanned PDF of your identification form(s)

2.	Background information

a)	Benefits Overview 2015-2016

b)	Benefits at a glance – 2015-2016

c)	Benefits – Semi Monthly Costs – Salaried Employee 2011 Equity Incentive Plan

d)	Travel & Expense Reimbursement Policy