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).
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”).
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, 2024Agreement and Plan of Merger • 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
