EX-10.8





 Exhibit 10.8 

INTEGRATED RAIL AND RESOURCES ACQUISITION CORP. 

6100 Southwest Boulevard, Suite 320 

Fort Worth, TX 76109 
 ____________,
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. __________) (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.

 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:	 	 
		 	Name: Richard Bertel
		 	Title: Chief Executive Officer


  

			
	AGREED TO AND ACCEPTED BY:
	DHIP NATURAL RESOURCES INVESTMENTS, LLC
		
	By:	 	 
		 	Name: Mark Michel
		 	Title: Authorized Signatory

 [Signature Page to Administrative Support Agreement]