Material Agreement - Form 425

		INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Dated: August 16, 2024			By:		/s/ Mark A. Michel
		Name:		Mark A. Michel
		Title:		Chief Executive Officer

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.,

UINTA INTEGRATED INFRASTRUCTURE HOLDINGS INC.,

UINTA INTEGRATED INFRASTRUCTURE INC.,

RR INTEGRATION MERGER CO,

RRG MERGER LLC,

AND

TAR SANDS HOLDINGS II, LLC

Dated as of August 12, 2024

TABLE OF CONTENTS

				Page
ARTICLE I CERTAIN DEFINITIONS			7
1.01		Definitions			7
1.02		Construction			19
1.03		Knowledge			19
1.04		Equitable Adjustments			20
ARTICLE II THE MERGERS			20
2.01		The SPAC Merger			20
2.02		The Company Merger			20
2.03		Effective Time			20
2.04		Effect of the Mergers			20
2.05		Governing Documents			21
2.06		Directors and Officers of Holdings, SPAC and Merger Subs			21
2.07		Effect of Company Merger on Issued and Outstanding Company Membership Interests and Limited Liability Company Interests of Company Merger			21
2.08		Effect of SPAC Merger on Issued and Outstanding Securities of SPAC and SPAC Merger Sub			22
2.09		Effect of Mergers on Issued and Outstanding Securities of Holdings			22
2.10		Exchange Procedures			23
2.11		Taking of Necessary Action; Further Action			23
2.12		Closing			24
2.13		Withholding			24
2.14		Payment of Expenses			24
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			25
3.01		Corporate Organization of the Company			25
3.02		Subsidiaries			25
3.03		Due Authorization			25
3.04		No Conflict			26
3.05		Governmental Authorities; Consents			26
3.06		Capitalization			26
3.07		Financial Statements			27
3.08		Undisclosed Liabilities			28
3.09		Litigation and Proceedings			28
3.10		Compliance with Laws			28
3.11		Intellectual Property			29

3.12		Contracts; No Defaults			29
3.13		Employee Matters and Company Benefit Plans			31
3.14		Independent Contractor Matters			31
3.15		Taxes			31
3.16		Brokers			33
3.17		Insurance			33
3.18		Real Property; Easements			33
3.19		Environmental Matters			34
3.20		Absence of Changes			34
3.21		Affiliate Agreements			34
3.22		Permits			35
3.23		Bank Accounts; Powers of Attorney			35
3.24		Privacy; Data Security			35
3.25		Exchange Act			35
3.26		NO OTHER REPRESENTATIONS OR WARRANTIES			35
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SPAC, HOLDINGS AND MERGER SUBS			36
4.01		Corporate Organization			36
4.02		Due Authorization			37
4.03		No Conflict			37
4.04		Litigation and Proceedings			37
4.05		Governmental Authorities; Consents			37
4.06		Trust Account			37
4.07		Brokers			38
4.08		SEC Reports; Financial Statements; Sarbanes-Oxley Act; Undisclosed Liabilities			38
4.09		Business Activities			39
4.10		Taxes			40
4.11		Capitalization			42
4.12		Listing			44
4.13		Fairness Opinion			44
4.14		Board Approval			44
4.15		Investment Company; Emerging Growth Company			45
4.16		No Outside Reliance			45
ARTICLE V COVENANTS OF THE COMPANY			45
5.01		Conduct of Business			45
5.02		Inspection			48
5.03		No SPAC Common Stock Transactions			48
5.04		No Claim Against the Trust Account			49
5.05		Proxy Solicitation; Other Actions			49

- 2 -

ARTICLE VI COVENANTS OF SPAC, HOLDINGS AND MERGER SUBS			50
6.01		Indemnification and Insurance			50
6.02		Conduct of SPAC and Holdings During the Interim Period			51
6.03		Trust Account			52
6.04		Inspection			52
6.05		SPAC and Holdings National Exchange Listing			53
6.06		SPAC Public Filings			53
6.07		Amended & Restated Certificate of Incorporation and Amended & Restated Holdings Bylaws			53
6.08		Company Member Redemption			53
ARTICLE VII JOINT COVENANTS			53
7.01		Support of Transaction			53
7.02		Preparation of Form S-4 & Proxy Statement; Special Meeting			54
7.03		Change in Recommendation			55
7.04		Exclusivity			56
7.05		Tax Matters			57
7.06		Publicity			58
7.07		Post-Closing Cooperation; Further Assurances			59
7.08		Public Announcements			59
7.09		Stock Incentive Plan			59
7.10		Financing			59
7.11		HSR Act and Regulatory Approvals			60
ARTICLE VIII CONDITIONS TO OBLIGATIONS			61
8.01		Conditions to Obligations of All Parties			61
8.02		Additional Conditions to Obligations of the SPAC			62
8.03		Additional Conditions to the Obligations of the Company			63
ARTICLE IX TERMINATION/EFFECTIVENESS			64
9.01		Termination			64
9.02		Effect of Termination			65
ARTICLE X MISCELLANEOUS			65
10.01		Waiver			65
10.02		Notices			65
10.03		Assignment			66
10.04		Rights of Third Parties			66
10.05		Expenses			66

- 3 -

10.06		Governing Law			66
10.07		Captions; Counterparts			67
10.08		Schedules and Exhibits			67
10.09		Entire Agreement			68
10.10		Amendments			68
10.11		Severability			68
10.12		WAIVER OF TRIAL BY JURY			68
10.13		Enforcement			69
10.14		Non-Recourse			69
10.15		Non-survival of Representations, Warranties and Covenants			69
10.16		Acknowledgements			69

- 4 -

AGREEMENT AND PLAN OF MERGER

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 Member Representative"). Each of SPAC, Lower Holdings, Holdings, SPAC Merger Sub, Company Merger Sub, the Company and the Company Member Representative, is sometimes referred to herein individually as a "Party," and they are collectively referred to herein as the "Parties". Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.

RECITALS

WHEREAS, SPAC is a special purpose acquisition company incorporated to acquire one or more operating businesses through a Business Combination (as defined below);

WHEREAS, Holdings is a newly incorporated Delaware corporation and has been formed for the sole purpose of effecting the Business Combination;

WHEREAS, Lower Holdings is a newly incorporated Delaware corporation that is owned 100% by Holdings, and has been formed for the sole purpose of effectuating the Business Combination;

WHEREAS, SPAC Merger Sub is a newly incorporated Delaware corporation that is owned 100% by Holdings, and has been formed for the sole purpose of effecting the SPAC Merger (as defined below);

WHEREAS, Company Merger Sub is a newly formed Delaware limited liability company that is owned 100% by Lower Holdings, and has been formed for the sole purpose of effecting the Company Merger (as defined below);

WHEREAS, immediately prior to the Closing and pursuant to the Rollover Agreement, the Company Members will contribute the Rollover Interests to Holdings in exchange for the Company Common Stock Consideration or, as applicable, the Company Member Redemption Consideration (the "Rollover");

WHEREAS, upon the terms and subject to the conditions set forth herein, the Parties desire and intend to effect a Business Combination pursuant to which (i) SPAC Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity (the "SPAC Merger"), and with the security holders of SPAC receiving substantially equivalent securities of Holdings, and (ii) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the "Company Merger"; the Company Merger and the SPAC Merger are together referred to herein as the "Mergers"), and with the members of the Company receiving cash;

WHEREAS, in connection with the Company Merger, the Company Operating Agreement shall be amended and restated in entirety in accordance with an Amended and Restated Company Operating Agreement, in form reasonably satisfactory to the Parties (the "Amended & Restated Company Operating Agreement");

- 5 -

WHEREAS, as a result of the SPAC Merger, SPAC will become a wholly-owned subsidiary of Holdings, and subject to Closing and satisfaction of listing requirements, Holdings will become a publicly traded company listed on a National Exchange;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Sponsor has entered into that certain Sponsor Support Agreement, pursuant to which, among other things the Sponsor has agreed to be bound by its respective obligations under this Agreement (the "Sponsor Support Agreement");

WHEREAS, concurrently with the execution and delivery of this Agreement, certain Company Members (as defined herein) have entered into that certain Company Support Agreement, pursuant to which, among other things, such holders have agreed to be bound by their respective obligations under this Agreement (the "Company Support Agreement");

WHEREAS, in connection with the SPAC Merger, Holdings, SPAC, and the Warrant Agent will enter into an amendment to the SPAC Warrant Agreement, in form reasonably satisfactory to the Parties (the "Warrant Amendment"), which will govern the terms and conditions of the Holdings Warrants;

WHEREAS, in connection with the Closing, Holdings, Sponsor and certain equityholders of the Company will enter into a registration rights agreement in form reasonably satisfactory to the Parties (the "Registration Rights Agreement");

WHEREAS, the respective boards of directors, executive committees or similar governing bodies of each of the Parties have approved and declared advisable, and have deemed to be in the best interests of each Party and its respective security holders, the Transactions, upon the terms and subject to the conditions of this Agreement, and in accordance with, as applicable, the Delaware General Corporation Law (the "DGCL"), the Utah Revised Uniform Limited Liability Company Act (the "ULLCA), and the Delaware Limited Liability Company Act (the "DLLCA");

WHEREAS, on the date hereof, all of the holders of Company Membership Interests have approved this Agreement and the Transactions (including the Company Merger);

WHEREAS, in furtherance of the Transactions, and in conjunction with, inter alia, obtaining the approval of the SPAC Stockholders for the Mergers, SPAC shall provide an opportunity to its stockholders to have their SPAC Common Stock redeemed for consideration pursuant to the terms and subject to the conditions and limitations set forth in this Agreement, the SPAC Organizational Documents, the Trust Agreement, and the Proxy Statement/Prospectus (the "Offer");

WHEREAS, prior to the Closing, SPAC (or one of its Affiliates) and Shell Trading US Company shall have entered into the feedstock and offtake agreement and any other agreements necessary or desirable to effectuate the transactions contemplated thereby (collectively, the "Shell Commitment Agreement"); and

WHEREAS, each of the Parties intends that, for U.S. federal income Tax purposes, (a) if the Company Member Redemption does not occur, (i) the SPAC Merger and the Rollover, together, qualify as an integrated transaction described in Section 351 of the Code, with the Company Members recognizing no gain or loss with respect to their receipt of the Company Common Stock Consideration from Holdings pursuant to Section 351(a) of the Code and (ii) the Company Merger be a sale by the Company Members of partnership interests in the Company to Lower Holdings in exchange for the cash consideration under

- 6 -

this Agreement in a separate transaction governed by Sections 741 and 751 of the Code, and (b) if the Company Member Redemption does occur, (i) the SPAC Merger qualify as a transaction described in Section 351 of the Code and (ii) the Company Merger be a sale by the Company Members of partnership interests in the Company to Lower Holdings in exchange for the Company Merger Cash Consideration, and the Company Member Redemption be a sale by the Company Members of partnership interests in the Company to Holdings in exchange for the Company Member Redemption Consideration, in transactions governed by Sections 741 and 751 of the Code (the "Intended Tax Treatment").

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.01 Definitions. As used herein, the following terms shall have the following meanings:

"Acquisition Transaction" has the meaning specified in Section 7.04(a).

"Action" means any claim, action, suit, assessment, charge, complaint, inquiry, investigation, examination, hearing, petition, suit, mediation, arbitration or proceeding, in each case that is by or before any Governmental Authority.

"Affiliate" means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise.

"Agreement" has the meaning specified in the preamble hereto.

"Amended & Restated Company Operating Agreement" has the meaning specified in the Recitals hereto.

"Amended & Restated Holdings Bylaws" has the meaning specified in Section 2.05(b).

"Amended & Restated Holdings Certificate of Incorporation" has the meaning specified in Section 2.05(b).

"Ancillary Agreements" means the Company Support Agreement, the Registration Rights Agreement, the Sponsor Support Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, Holdings, SPAC Merger Sub, Company Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

"Anti-Corruption Laws" means any applicable Laws relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any representative of a foreign Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010, and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

- 7 -

"Available Closing Date Cash" means, as of immediately prior to the Closing, an aggregate amount equal to the result of (without duplication) (i) the cash to be released from the Trust Account net of any redemptions of SPAC Common Stock by any Redeeming SPAC Stockholders (the "Trust Cash"), plus (ii) the net proceeds raised by Company, SPAC and/or Holdings in any Financing, including, for the avoidance of doubt, any Financing obtained on or prior to the Closing Date, plus (iii) an amount of cash sufficient to operate the Surviving Company for twelve (12) months post-Closing.

"Business Combination" has the meaning ascribed to such term in the SPAC Certificate of Incorporation.

"Business Combination Proposal" has the meaning specified in Section 7.04(b).

"Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized or required by Law to close.

"CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748), any current federal, state or local Laws or guidance relating to the COVID-19 pandemic and any similar or successor legislation, including any presidential memoranda or executive orders, relating to the COVID-19 pandemic, including the Health and Economic Recovery Omnibus Emergency Solutions Act and the Health, Economic Assistance, Liability, and Schools Act and including the Memorandum for the Secretary of the Treasury signed on August 8, 2020, Notice 2020-65, Notice 2021-11 and the Consolidated Appropriations Act, 2021.

"Claim" has the meaning specified in Section 5.04.

"Closing" has the meaning specified in Section 2.12.

"Closing Company Indebtedness" means, as of the Reference Time, the aggregate amount of all Indebtedness of the Group Companies.

"Closing Date" has the meaning specified in Section 2.12.

"Closing Press Release" has the meaning specified in Section 7.08.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning specified in the preamble hereto.

"Company Certificate of Merger" has the meaning specified in Section 2.03.

"Company Common Stock Consideration" means 800,000 shares of Holdings Class A Common Stock at a value of $10 per share issued to the Company Members pursuant to the Rollover Agreement.

"Company Common Stock Consideration Amount" means $8,000,000.

"Company Disclosure Schedule" means the disclosure schedule delivered by the Company in connection with this Agreement.

"Company Manager" means Kevin S. Baugh.

- 8 -

"Company Material Adverse Effect" means any event, condition, occurrence, change or effect (collectively, "Effect") that in the aggregate, and taken together with all other Effects, has had a material adverse effect upon the Group Companies, taken as a whole or actually prevents the ability of Company to consummate the Transactions, and in each case, only if such Effect would reasonably be expected to have long-term effects on the Group Companies; provided, however, solely with respect to the foregoing clause, none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a Company Material Adverse Effect: (a) any changes in applicable Law or GAAP; (b) any Effect generally affecting the industries or markets in which the Group Companies operate; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, tariffs or trade wars, prices of any security or market index or commodity or any disruption of such markets) and stoppage or shutdown of any U.S. governmental activity (including any COVID-19 Measures) or any defaults by the U.S. government or delays or failure to act by any Governmental Authority; (d) any geopolitical conditions, outbreak of hostilities, acts of war (whether or not declared), sabotage, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural or man-made disasters, weather conditions, epidemics, pandemics (including with respect to COVID-19) and other force majeure events (including any escalation or general worsening thereof); (e) any actions taken or not taken by the Group Companies as required by this Agreement or any Ancillary Agreement or which SPAC has approved, consented to or requested (or any action not taken as a result of SPAC's failure to consent to any action requiring SPAC's consent hereunder); (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of this Agreement or the Transactions, including the impact thereof on the relationships, contractual or otherwise, of the Group Companies with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees or other third parties related thereto; (g) any event or circumstance of which SPAC had knowledge as of the date hereof; (h) any event or circumstance that, as of a given time of determination, no longer exists or the Company has cured; (i) any failure by the Group Companies to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position for any period, or any changes in credit rating of or with respect to the Group Companies, as applicable, or any of their Indebtedness or securities (provided that this clause (i) shall not prevent a determination that any Effect underlying such failure (other than an Effect listed in clauses (a) through (k)) has resulted in a Company Material Adverse Effect); (j) matters to the extent disclosed in the Company Disclosure Schedule; and (k) the effect of any COVID-19 Measure.

"Company Member" means a holder of Company Membership Interests.

"Company Member Redemption" has the meaning specified in Section 6.08.

"Company Member Redemption Consideration" means an amount of cash equal to the aggregate of the Company Common Stock Consideration Amount.

"Company Member Representative" means Endeavor Capital Group, LLC.

"Company Membership Interests" means the limited liability company interests of the Company represented by percentage interests as set forth in the Company Operating Agreement.

"Company Merger" has the meaning specified in the Recitals hereto.

"Company Merger Cash Consideration" means an amount of cash equal to (a) the Enterprise Value, minus the Company Common Stock Consideration Amount, minus (b) Closing Company Indebtedness.

"Company Merger Consideration" means the Company Merger Cash Consideration.

"Company Merger Sub" has the meaning specified in the preamble hereto.

- 9 -

"Company Operating Agreement" means the Amended and Restated Operating Agreement of Tar Sands Holdings II, LLC, dated November 15, 2021, as may be further amended from time to time.

"Company Representations" means the representations and warranties of the Company expressly and specifically set forth in Article III of this Agreement, as qualified by the Company Disclosure Schedule.

"Company Subsidiary" has the meaning specified in Section 3.06(c).

"Company Support Agreement" has the meaning specified in the Recitals hereto.

"Contracts" means any written legally binding contracts, agreements, subcontracts, leases, and purchase orders, including any contract with any Governmental Authority.

"Conversion Spreadsheet" has the meaning specified in Section 2.07(a).

"COVID-19 Measures" means (a) any quarantine, "shelter in place," "stay at home," workforce reduction, social distancing, shut down, lock down, closure, sequester, safety or similar applicable Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and the Families First Act, or any other reasonable response to COVID-19, and (b) the reversal or discontinuation of any of the foregoing.

"DGCL" has the meaning specified in the Recitals hereto.

"DLLCA" has the meaning specified in the Recitals hereto.

"D&O Indemnifiable Claim" has the meaning specified in Section 6.01(a).

"Easement" means any easement, servitude, right-of-way, surface use agreement or other similar non-possessory interest.

"Effective Date" means the effective date of the Form S-4.

"Effective Time" has the meaning specified in Section 2.03.

"Enforceability Exceptions" has the meaning specified in Section 3.03.

"Enterprise Value" means $20,000,000.

"Environmental Laws" means any and all applicable Laws relating to pollution or protection of the environment (including natural resources) or the use, handling, treatment, storage, emission, discharge, disposal or release of, or exposure to, Hazardous Materials, each as in effect on the date hereof.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Agent" has the meaning specified in Section 2.10(a).

"Financial Statements" has the meaning specified in Section 3.07.

"Financing" has the meaning specified in Section 7.10.

- 10 -

"Form S-4" means the registration statement on Form S-4 of Holdings with respect to registration of the offer and sale of the shares of Holdings Common Stock and Holdings Public Warrants to be issued in connection with the Transactions.

"GAAP" means United States generally accepted accounting principles, consistently applied.

"Governmental Authority" means any federal, state, provincial, municipal, local or foreign government, governmental authority, non-governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

"Governmental Order" means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

"Group Company" and "Group Companies" means, collectively, the Company and its Subsidiaries.

"Hazardous Material" means any material, substance or waste that is listed, regulated, or otherwise defined as "hazardous," "toxic," or "radioactive," or as a "pollutant" or "contaminant" (or words of similar intent or meaning) under applicable Environmental Laws as in effect as of the date hereof, including but not limited to petroleum, petroleum by-products, asbestos or asbestos-containing material, perfluorooctanoic acid, perfluorooctanesulfonic acid, polychlorinated biphenyls, flammable or explosive substances, or pesticides.

"Holdings" has the meaning specified in the preamble hereto.

"Holdings Class A Common Stock" means Holdings' Class A Common Stock, par value $0.0001 per share, as described in the Amended & Restated Holdings Certificate of Incorporation.

"Holdings Common Stock" means collectively, Holdings Class A Common Stock.

"Holdings Organizational Documents" means collectively, the Amended & Restated Holdings Certificate of Incorporation and the Amended & Restated Holdings Bylaws.

"Holdings Private Warrant" means a whole warrant entitling the holder to purchase one (1) share of Holdings Class A Common Stock for $11.50 per share, and having, and being subject to, substantially the same terms and conditions as the SPAC Private Placement Warrants set forth in the SPAC Warrant Agreement and the SPAC Private Placement Warrants Purchase Agreement (except that they shall represent the right to acquire shares of Holdings Class A Common Stock in lieu of shares of SPAC Class A Common Stock).

"Holdings Public Warrant" means a whole warrant entitling the holder to purchase one (1) share of Holdings Class A Common Stock for $11.50 per share, and having, and being subject to, substantially the same terms and conditions as the SPAC Public Warrants set forth in the SPAC Warrant Agreement (except that they shall represent the right to acquire shares of Holdings Class A Common Stock in lieu of shares of SPAC Class A Common Stock).

"Holdings Warrants" means the Holdings Public Warrants and the Holdings Private Warrants.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

- 11 -

"Indebtedness" means, with respect to any Person or group of Persons at any given time, without duplication, all liabilities and obligations (whether or not contingent) including in respect of the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, (a) borrowed money, or payment obligations issued or incurred in substitution or exchange for payment obligations for borrowed money, (b) with respect to the Group Companies, accounts payable to trade creditors and accrued expenses as specified on Schedule 1.01(a), (c) amounts owing as deferred purchase price for property or services, including "earnout" payments valued at the maximum amount thereof, (d) payment obligations evidenced by any promissory note, bond, debenture, mortgage or other debt instrument or debt security, (e) contingent reimbursement obligations with respect to letters of credit, bankers' acceptance or similar facilities (in each case to the extent drawn), (f) hedging arrangements, interest rate, currency or other swaps, derivative instruments or similar Contracts, in each case, assuming such Contracts were terminated as of immediately prior to such time, (g) payment obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien, other than a Permitted Lien, on assets or properties of such Person, whether or not the obligations secured thereby have been assumed or refinanced, (h) obligations under leases required to be recorded as capitalized leases in accordance with GAAP, (i) guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through (i) above, and (j) with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations; provided, however, that, with respect to any Group Company, Indebtedness shall not include any Indebtedness of the SPAC or any Taxes.

"Intellectual Property" means all intellectual property rights, wherever created or arising, or protected under applicable Law, including all: (i) patents and patent applications (including continuations, divisionals, continuations-in-part or reissues of patent applications and patents issuing thereon), (ii) trademarks, service marks, Internet domain names, corporate names and trade names, and other similar identifiers of source or goodwill (together with the goodwill associated with any of the foregoing), and registrations and applications therefor, (iii) rights in works of authorship, including all copyrights (including copyrights in Software), and registrations and applications therefor, and moral rights, design rights and database rights therein and thereto, (iv) confidential or proprietary information, including Trade Secrets and know-how (collectively, "Trade Secrets"), and (v) claims and rights to recover for past, present and future infringement, misappropriation, violation or breach of any of the foregoing.

"Intended Tax Treatment" has the meaning specified in the Recitals hereto.

"Interim Period" has the meaning specified in Section 5.01.

"Investment Company Act" means the Investment Company Act of 1940, as amended.

"IRS" means the U.S. Internal Revenue Service.

"Law" means any federal, state, or local statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, Governmental Order, or other requirement issued, enforced, entered or promulgated by, in each case, of any Governmental Authority, including the SEC, and applicable to or legally binding on the Parties, as applicable.

"Letter of Transmittal" means the letter of transmittal as mutually agreed to by each of the Exchange Agent, SPAC and the Company (which shall specify that the issuance of the applicable portion of the Exchange Fund shall be effected, and risk of loss and title shall pass, only upon proper delivery of such letter of transmittal and the SPAC Certificates (or a Lost Certificate Affidavit), if applicable, to the Exchange Agent).

"Liability" means any debt, liability, obligation, guaranty, loss, damage, claim, demand, action, cause of action, cost, deficiency, penalty or expense, in each case, whether based in contract, tort, equity or otherwise, and whether direct or indirect, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.

- 12 -

"Lien" means any mortgage, deed of trust, pledge, hypothecation, encumbrance, security interest, charge, easement, equitable interest, option, right of first offer or refusal, adverse claim or other restriction on the use, voting, transfer, receipt of income or other exercise, possession, transfer, or any other attribution of ownership, or other lien of any kind.

"Lower Holdings" has the meaning specified in the preamble hereto.

"Lower Holdings Organizational Documents" means collectively, the Lower Holdings Certificate of Incorporation and the Lower Holdings Bylaws.

"Material Permits" has the meaning specified in Section 3.22.

"Merger Subs" has the meaning specified in the preamble hereto.

"Mergers" has the meaning specified in the Recitals hereto.

"NASDAQ" means the National Association of Securities Dealers Automated Quotations.

"National Exchange" means NYSE, NASDAQ, or NYSE American.

"NYSE" means the New York Stock Exchange.

"Offer" has the meaning specified in the Recitals hereto.

"Order" means any decree, ruling, order, judgment, writ, award, injunction, stipulation, or consent of or by, or settlement agreement with, a Governmental Authority.

"OTC" means the Over-The-Counter marketplace where broker/dealers trade registers securities.

"OTCQX" means the top tier of the three OTC marketplaces for the trading of securities.

"Outstanding Company Expenses" has the meaning specified in Section 2.14.

"Outstanding SPAC Expenses" has the meaning specified in Section 2.14.

"Outstanding Transaction Expenses" has the meaning specified in Section 2.14.

"Owned Intellectual Property" means all Intellectual Property owned or purported to be owned by, or under obligation of assignment to, the Company or any of its Subsidiaries.

"Party" has the meaning specified in the preamble hereto.

"PCAOB Financials" has the meaning specified in Section 5.05(a).

"Permits" means all permits, licenses, certificates of authority, authorizations, approvals, registrations and other similar consents or approvals issued by or obtained from a Governmental Authority.

- 13 -

"Permitted Liens" means (i) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens that arise in the ordinary and usual course of business, that relate to amounts not yet delinquent or that are being contested in good faith through appropriate Actions, in each case only to the extent appropriate reserves have been established in accordance with GAAP, (ii) Liens arising under original purchase price conditional sales Contracts, equipment leases, or trade payables with third parties entered into in the ordinary and usual course of business, (iii) Liens for Taxes (A) not yet delinquent or (B) which are being contested in good faith through appropriate Actions and for which appropriate reserves have been established in accordance with GAAP, (iv) Liens, encumbrances and restrictions on real property (including Easements, covenants, rights of way and similar restrictions of record) that (A) (x) are matters of record or (y) would be disclosed by a current, accurate survey or physical inspection of such real property, and (B) do not interfere with the present uses or occupancy of or access to, or otherwise diminish the value of, such real property, (v) Liens that (A) were not incurred in connection with Indebtedness or (B) are not material to the Group Companies, taken individually or as a whole, (vi) non-exclusive licenses of Intellectual Property entered into in the ordinary and usual course of business, and (vii) Liens in connection with Closing Company Indebtedness.

"Person" means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

"Personal Information" means all information regarding or capable of being associated with an identifiable individual Person, including (a) information that identifies, could be used to identify or is otherwise identifiable with an individual or a device, including name, physical address, telephone number, email address, financial information, financial account number or government-issued identifier (including Social Security number, driver's license number, passport number), medical, health, or insurance information, gender, date of birth, educational or employment information, and any other data used or intended to be used to identify, contact or precisely locate an individual (e.g., geolocation data), (b) information or data bearing on an individual Person's credit standing (c) any data regarding an individual's activities online or on a mobile device or other application (e.g., searches conducted, web pages or content visited or viewed), and (d) Internet Protocol addresses, device identifiers or other persistent identifiers.

"Privacy Laws" means all applicable Laws governing the receipt, collection, compilation, use, analysis, retention, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information or User Data, including, without limitation, the EU General Data Protection Regulation (GDPR), the Federal Trade Commission Act, the Privacy Act of 1974, the FCRA and its state law equivalents, each as amended from time to time, and all applicable Laws governing data breach notification.

"Proposals" has the meaning specified in Section 7.02(e).

"Proxy Statement/Prospectus" means the proxy statement/prospectus included in the Form S-4, including the proxy statement relating to the Transactions contemplated by this Agreement, which shall constitute a proxy statement of SPAC to be used for the Special Meeting (and which shall also provide the SPAC Stockholders with the opportunity to redeem their shares of SPAC Common Stock in conjunction with a stockholder vote on the Transactions), and a prospectus of Holdings relating to the registration of the offer and sale of the shares of Holdings Common Stock and Holdings Public Warrants to be issued in connection with the Transactions, in all cases in accordance with and as required by the SPAC Organizational Documents, applicable Law, and the rules and regulations of the applicable National Exchange.

"Redeeming SPAC Stockholder" means a SPAC Stockholder who demands that SPAC convert its SPAC Common Stock into cash in connection with the Transactions contemplated hereby and in accordance with the SPAC Organizational Documents.

- 14 -

"Redemption Rights" means the redemption rights provided for in Section 9.2 of the SPAC Certificate of Incorporation.

"Reference Time" means 7:00 p.m. Eastern Time on the date, which is three (3) Business Days prior to the Closing Date.

"Registered" means registrations, recordations, filings, renewals, and applications for any of the foregoing with, granted by or pending before, a Governmental Authority or Internet domain name registrar.

"Registration Rights Agreement" has the meaning specified in the Recitals hereto.

"Regulation S-X" means Regulation S-X, promulgated under the Exchange Act.

"Representative" means, as to any Person, any of the officers, directors, managers, employees, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person.

"Rollover Agreement" means that certain contribution and exchange agreement to be entered into by and between the Company Members and Holdings on or prior to the Closing, in form and substance reasonably satisfactory to the Parties.

"Rollover Interests" means Company Membership Interests with a value equal to the Company Common Stock Consideration Amount.

"SEC" means the United States Securities and Exchange Commission.

"SEC Reports" has the meaning specified in Section 4.08(a).

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Laws" means the securities laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder.

"Software" means any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (d) all documentation including user manuals and other training documentation relating to any of the foregoing.

"SPAC" has the meaning specified in the preamble hereto.

"SPAC Board" means the board of directors of SPAC.

"SPAC Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of SPAC dated November 11, 2021, as amended by that First Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated February 9, 2023, and that Second Amendment to the Amended and Restated Certificate of Incorporation of SPAC dated August 8, 2023, as further amended, supplemented or otherwise modified from time to time.

"SPAC Certificate of Merger" has the meaning specified in Section 2.03.

- 15 -

"SPAC Certificates" has the meaning specified in Section 2.10(a).

"SPAC Class A Common Stock" means SPAC's Class A Common Stock, par value $0.0001 per share, as described in the SPAC Certificate of Incorporation.

"SPAC Class B Common Stock" means SPAC's Class B Common Stock, par value $0.0001 per share, as described in the SPAC Certificate of Incorporation.

"SPAC Common Stock" means the SPAC Class A Common Stock and SPAC Class B Common Stock of the SPAC.

"SPAC Disclosure Schedule" means the disclosure schedule delivered by SPAC in connection with this Agreement.

"SPAC Material Adverse Effect" means any Effect that, individually or in the aggregate, and taken together with all other Effects, has had or would reasonably be expected to have a material adverse effect upon the businesses, assets, financial condition or results of operations of SPAC; provided, however, solely with respect to the foregoing clause, none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be an SPAC Material Adverse Effect: (a) any changes in applicable Law or GAAP (after the date hereof); (b) any Effect generally affecting the industries or markets in which SPAC operates; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, tariffs or trade wars, prices of any security or market index or commodity or any disruption of such markets) and stoppage or shutdown of any U.S. governmental activity (including any COVID-19 Measures) or any defaults by the U.S. government or delays or failure to act by any Governmental Authority; (d) any geopolitical conditions, outbreak of hostilities, acts of war (whether or not declared), sabotage, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural or man-made disasters, weather conditions, epidemics, pandemics (including with respect to COVID-19) and other force majeure events (including any escalation or general worsening thereof); (e) any actions taken or not taken by SPAC as required by this Agreement or any Transaction Document or which the Company has approved, consented to or requested (or any action not taken as a result of the Company's failure to consent to any action requiring the Company's consent hereunder); (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of this Agreement or the Transactions; (g) any failure by SPAC to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, or any changes in credit rating of or with respect to SPAC or any of its Indebtedness or securities (provided that this clause (g) shall not prevent a determination that any Effect underlying such failure has resulted in an SPAC Material Adverse Effect) and (h) the effect of any COVID-19 Measure; provided, however, that, in case of foregoing clauses (a) through (d) to the extent that SPAC is materially and disproportionately affected by such Effect as compared with other "SPACs" participants in the industries in which SPAC operates, the extent (and only the extent) of such adverse Effect, relative to such other participants, on SPAC may be taken into account in determining whether there has been an SPAC Material Adverse Effect or whether an SPAC Material Adverse Effect is reasonably likely to occur.

"SPAC Merger" has the meaning specified in the Recitals hereto.

"SPAC Merger Sub" has the meaning specified in the preamble hereto.

"SPAC Organizational Documents" means the SPAC Certificate of Incorporation and SPAC's bylaws.

- 16 -

"SPAC Parties" has the meaning specified in the preamble hereto.

"SPAC Private Placement Warrant" means a whole warrant entitling the holder to purchase one (1) share of SPAC Class A Common Stock for $11.50 per share on the terms and subject to the conditions set forth in the SPAC Warrant Agreement and the SPAC Private Placement Warrants Purchase Agreement.

"SPAC Private Placement Warrants Purchase Agreement" means that certain Private Placement Warrants Purchase Agreement, dated as of November 11, 2021, between SPAC, Sponsor, and the other parties thereto.

"SPAC Public Warrant" means a whole warrant entitling the holder to purchase one share of SPAC Class A Common Stock for $11.50 per share on the terms and subject to the conditions set forth in the SPAC Warrant Agreement.

"SPAC Representations" means the representations and warranties of SPAC expressly and specifically set forth in Article IV of this Agreement, as qualified by the SPAC Disclosure Schedules.

"SPAC Stockholder" means a holder of SPAC Common Stock.

"SPAC Stockholder Approval" has the meaning specified in Section 4.02(b).

"SPAC Surviving Subsidiary" has the meaning specified in Section 2.01.

"SPAC Unit" means a unit consisting of one share of SPAC Common Stock and one-half of one SPAC Public Warrant.

"SPAC Warrant Agreement" means that certain warrant agreement dated November 11, 2021 by and between SPAC and American Stock Transfer & Trust Company, LLC.

"SPAC Warrants" means, collectively, the SPAC Public Warrants and the SPAC Private Placement Warrants.

"Special Meeting" means a meeting of the holders of SPAC Common Stock to be held for the purpose of approving the Proposals.

"Sponsor" means DHIP Natural Resources Investments, LLC, a Delaware limited liability company.

"Sponsor Support Agreement" has the meaning specified in the Recitals.

"Subsidiary" means, with respect to a Person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other equity interests having by their terms ordinary voting power to elect a majority of the board of directors, executive committee or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

"Surviving Company" has the meaning specified in Section 2.02.

"Surviving Company Units" means the limited liability company interests of the Surviving Company represented by Units (as defined and as set forth in the Amended and Restated Company Operating Agreement).

- 17 -

"Surviving Provisions" has the meaning specified in Section 9.02.

"Tax" means any federal, state, provincial, territorial, local, non-U.S. or other taxes, withholdings, fees, levies, imposts, duties or other charges of any kind whatsoever imposed by any Governmental Authority, including any net income, alternative or add-on minimum, franchise, gross income, adjusted gross income or gross receipts, employment related (including employee withholding or employer payroll), ad valorem, transfer, franchise, license, excise, severance, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, estimated, customs, duties or, sales or use taxes, and any Liability or obligations under unclaimed property, escheat, or similar Laws, together with any interest, penalty, addition to tax or additional amount imposed with respect thereto by a Governmental Authority, whether disputed or not.

"Tax Return" means any return, report, statement, refund, claim, declaration, information return or statement or other document filed or required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto and including any amendments thereof.

"Terminating Company Breach" has the meaning specified in Section 9.01(e).

"Terminating SPAC Breach" has the meaning specified in Section 9.01(f).

"Termination Date" has the meaning specified in Section 9.01(b).

"Trade Secrets" has the meaning specified in the definition of Intellectual Property.

"Transaction Documents" means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedule, the SPAC Disclosure Schedules, the Ancillary Agreements, the Rollover Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, Holdings, Lower Holdings, SPAC Merger Sub, Company Merger Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

"Transactions" means the transactions contemplated by this Agreement and the Transaction Documents, including the Mergers and the Rollover.

"Transfer Taxes" means any transfer, documentary, sales, use, stamp, recordation, registration, value added, or other similar Taxes incurred by any of the Parties in connection with the Transactions.

"Treasury Regulations" means the regulations promulgated under the Code.

"Trust Account" has the meaning specified in Section 4.06.

"Trust Agreement" has the meaning specified in Section 4.06.

"Trust Cash" has the meaning specified in the definition of Available Closing Date Cash.

"Trustee" has the meaning specified in Section 4.06.

"User Data" means any Personal Information or other data or information collected by or on behalf of the Company or its Subsidiaries from users of the Company's or its Subsidiaries' websites, any mobile app, or any Software, devices, or products of the Company or its Subsidiaries.

"Warrant Agent" means American Stock Transfer & Trust Company, LLC, a New York limited liability company.

- 18 -

"Warrant Amendment" has the meaning set forth in the Recitals hereto.