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).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock) and one-half of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 13,750,000 warrants (or up to 15,812,500 warrants if the Over-allotment Option is exercised in full) to public investors in the Offering (the Public Warrants); and
WHEREAS, on _______________, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with DHIP Natural Resources Investments, LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 8,500,000 warrants (or 9,325,000 in the event that the Over-allotment Option (as defined below) in connection with the Companys Offering is exercised in full) simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant; and
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys executive officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000.00 of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.00 per warrant (the Working Capital Warrants); and
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (Post IPO Warrants; together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination (defined below); and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) registration statements on Form S-1, File Nos.  and  (collectively, the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Common Stock included in the Units; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.