INDEMNITY AGREEMENTIndemnification Agreement • March 31st, 2023 • Integrated Rail & Resources Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 30, 2023, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Jason Reeves (“Indemnitee”).
WARRANT AGREEMENT between INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC.Warrant Agreement • October 26th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______________, 2021, is by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • December 3rd, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 30, 2021, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Henry N. Didier, Jr. (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 26th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 2021, is made and entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.1 of this Agreement, a “Holder” and collectively the “Holders”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 10th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2021, by and between Integrated Rail and Resources Acquisition Corp., a blank check company incorporated as a Delaware corporation (the “Company”), and DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • October 26th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__________], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”) and DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Purchaser”).
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
Integrated Rail and Resources Acquisition Corp. Fort Worth, TX 76109Securities Subscription Agreement • May 21st, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on March 12, 2021 by and between DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,906,250 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 1,031,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
March 30, 2023 Integrated Rail and Resources Acquisition Corp. Winter Park, Florida 32789 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 31st, 2023 • Integrated Rail & Resources Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offerin
Integrated Rail and Resources Acquisition Corp. Fort Worth, Texas 76109Underwriting Agreement • October 26th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 16th, 2024 • Integrated Rail & Resources Acquisition Corp • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2024, by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC”), Unita Integrated Infrastructure Inc., a Delaware corporation, (“Holdings”) and DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
Dear DHIP Natural Resources Investments, LLC:Membership Interest Agreement • March 7th, 2022 • Integrated Rail & Resources Acquisition Corp • Blank checks • Delaware
This letter agreement (this “Agreement”) sets forth the terms of an agreement between DHIP Natural Resources Investments, LLC (the “Company”) and the undersigned (the “Provider”). The Company is the sponsor of Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “SPAC”) formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”). The SPAC has registered the offer and sale of certain of its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering on November 16, 2022 (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 21st, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”), dated as of , 2021 (the “Effective Date”), is entered into by and between INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 16th, 2024 • Integrated Rail & Resources Acquisition Corp • Blank checks • Delaware
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 12, 2024, by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC”), Tar Sands Holdings II, LLC, a Utah limited liability company (the “Company”), and the undersigned members of the Company who hold Subject Interests (as defined below) (each a “Member” and collectively, the “Members”).
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.Administrative Support Agreement • May 21st, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
This letter agreement by and between Integrated Rail and Resources Acquisition Corp. (the “Company”) DHIP Natural Resources Investments, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. __________) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AGREEMENT AND PLAN OF MERGER by and among INTEGRATED RAIL AND RESOURCES ACQUISITION CORP., UINTA INTEGRATED INFRASTRUCTURE HOLDINGS INC., UINTA INTEGRATED INFRASTRUCTURE INC., RRG MERGER LLC, AND TAR SANDS HOLDINGS II, LLC Dated as of August 12, 2024Merger Agreement • August 16th, 2024 • Integrated Rail & Resources Acquisition Corp • Blank checks
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 12, 2024, is entered into by and among (i) Integrated Rail and Resources Acquisition Corp., a Delaware corporation (“SPAC”), (ii) Uinta Integrated Infrastructure Inc., a Delaware corporation (“Holdings”), (iii) Unita Integrated Infrastructure Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Lower Holdings”), (iv) RR Integration Merger Co., a Delaware corporation and a wholly-owned subsidiary of Holdings (“SPAC Merger Sub”), (v) RRG Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of Lower Holdings (“Company Merger Sub”; Company Merger Sub and SPAC Merger Sub are together referred to herein as the “Merger Subs”; the Merger Subs, SPAC, Lower Holdings and Holdings are collectively referred to herein as the “SPAC Parties”), (vi) Tar Sands Holdings II, LLC, a Utah limited liability company (the “Company”), and (vii) Endeavor Capital Group, LLC (the “Company
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. INVESTMENT AGREEMENTInvestment Agreement • October 26th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated and made effective as of the Effective Date (as defined below), is by and among (i) Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the investors listed on Schedule I hereto (the “Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts, and for the elimination of doubt, any such fund or account shall, severally and not jointly, be the Investor hereunder (and to the extent of any obligations of any Investor or any covenant, representation or warranty made by any Investor, the same shall be deemed to be made severally and not jointly), provided that the IPO Indication (as defined below) for all such managed funds or accounts shall not, in the aggregate, be in excess of the aggregate percentages specified in relation to such Investors on
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2021 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2023 • Integrated Rail & Resources Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of February 8, 2023, is made by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”), and amends that certain Investment Management Trust Company, effective as of November 11, 2021 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
