EX-10.5





 Exhibit 10.5 

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 

6100 Southwest Boulevard, Suite 320 

Fort Worth, TX 76109 

November 11, 2021 
 DHIP Natural Resources
Investments, LLC 
 400 W. Morse Boulevard Suite 220 
 Winter
Park, FL 32789 
 Re: Administrative Support Agreement 

Ladies and Gentlemen: 
 This letter agreement by and between
Integrated Rail and Resources Acquisition Corp. (the “Company”) DHIP Natural Resources Investments, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration
Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-256381) (the “Registration Statement”) is
declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement)
(such earlier date hereinafter referred to as the “Termination Date”): 
 (i) The Sponsor shall make available, or cause to be made available, to
the Company, at 6100 Southwest Boulevard, Suite 320 Fort Worth, TX 76109 (or any successor location of the Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange
therefor, the Company shall pay the Sponsor the sum of $10,000 per month beginning on the Effective Date and continuing monthly thereafter until the Termination Date; and 

(ii) The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this
letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of the trust account established for the benefit of the public stockholders of the Company and into which substantially all of
the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim
would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any
monies or other assets in the Trust Account for any reason whatsoever. 
 This letter agreement constitutes the entire agreement and understanding of the
parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the
transactions contemplated hereby. 
 This letter agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by the parties hereto. 
 [Signature Page to Administrative Support Agreement] 












 No party hereto may assign either this letter agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. 

This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort,
statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles. 

[Signature Page Follows] 

[Signature Page to Administrative Support Agreement] 












 
					
	Very truly yours,
	
	INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
		
	By:	 	 /s/ Richard Bertel

		 	Name:	 	Richard Bertel
		 	Title:	 	Chief Executive Officer


 AGREED TO AND ACCEPTED BY: 

DHIP NATURAL RESOURCES INVESTMENTS, LLC 
  

					
	By:	 	 /s/ Mark Michel

		 	Name:	 	Mark Michel
		 	Title:	 	Authorized Signatory

 [Signature Page to Administrative Support Agreement]