SEE REVERSE FOR CERTAIN DEFINITIONS
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE HALF WARRANT,
EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT is the owner of Units.
Each Unit (Unit) consists of one (1) share of Class A common stock, par value $0.0001 per share (Common Stock), of Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the Company), and one half of one redeemable warrant (the Warrant). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a Business Combination), or (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the Expiration Date). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2021, unless Stifel, Nicolaus & Company, Incorporated elect to allow separate trading earlier, subject to the Companys filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Companys receipt of the gross proceeds of the Companys initial public offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2021, between the American Stock Transfer & Trust Company, LLC, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature of a duly authorized signatory of the Company.
| || || || |
| || || || |
| || || || |
Integrated Rail and Resources Acquisition Corp.
The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| || || || || || || || || || || || || || |
TEN COM as tenants in common
| || ||UNIF GIFT || || || || || || ||Custodian || |
| || || ||MIN |
| || || || || || |
| || |
TEN ENT as tenants by the entireties
| || || || || || || || || ||(Cust) || || ||(Minor) || |
JT TEN as joint tenants with right of survivorship and not as tenants in common
| || || || || || || || || ||under Uniform Gifts to Minors Act || |