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”).
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”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant 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, Texas 76109Letter 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
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
