REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
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 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, on March 12, 2021, pursuant to a Securities Subscription Agreement, the Sponsor purchased an aggregate of 7,906,250 shares (the Founder Shares) of the Companys Class B common stock, par value $0.0001 per share, up to 1,031,250 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on , the Company and the Sponsor entered into that certain Private Placement Warrant Purchase Agreement, pursuant to which the Sponsor agreed to purchase 8,500,000 warrants (or 9,325,000 if the over-allotment option in connection with the Companys initial public offering is exercised) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; 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 officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants (Working Capital Warrants) at a price of $1.00 per warrant; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as well as the right to nominate certain directors to the Companys Board (as defined below), as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.