Our officers and directors are as follows: Name Age Position Officers and Directors: Richard D. Bertel Chief Executive Officer, Chairman Mark A. Michel President and Chief Operating Officer, Vice Chairman Chris A. Bertel Senior Vice President and Chief Financial Officer Timothy J. Fisher Senior Vice President and Chief Acquisition Officer, Director Robert L. Bach Senior Vice President and General Counsel Mark W. Hemphill Vice President, Infrastructure Analysis Michael Haeg Vice President, Commercial Analysis Independent Directors: Nathan Asplund Director Rollin D. Bredenberg Director Brian M. Feldott Director Edmund Underwood, Jr. Director Officers and Directors Richard D. Bertel, Chief Executive Officer and Chairman. Mr. Bertel is the Co-Founder, Chairman and Chief Executive Officer of RGPC. Before founding RGPC in 1986, he founded Trax Engineering & Associates, Inc., an internationally operating civil engineering consultancy specializing in heavy-haul railway projects. Clients and projects included state and federal Departments of Transportation, financial institutions seeking due diligence expertise, and foreign investment entities requiring professional review of railway privatization tenders in offshore companies. In addition, he has been involved in short line and regional start-ups, financial turnarounds, and transition management for both public and private railroad owners. Richard Bertel earned a bachelor’s degree in business administration from Texas Wesleyan University and an MBA in finance from Texas Christian University. He will also serve as Chairman of Integrated Rail and Resources Acquisition Corp.’s Board of Directors. Mr. Bertel is well qualified to serve on our board of directors because of his extensive experience operating railway projects and his many years of management and leadership experience. Mark A. Michel, President and Chief Operating Officer and Vice Chairman. Mr. Michel is a Managing Partner at the DHIP Group where he leads the infrastructure line of business. He directs equity investments in high-quality infrastructure assets in the energy, transport and water/wastewater asset classes by custom tailoring financing solutions across a breadth of capital needs. Prior to joining DHIP Group in 2017, he was a Managing Director and Head of Project and Structured Finance at Drexel Hamilton, from 2016 to 2019, a full-service institutional investment banking and financial advisory firm. Prior to his time at Drexel Hamilton, he raised capital and worked to structure transactions at Corporate Capital Trust, a $6 billion Business Development Company (BDC) owned and operated by KKR & CNL. Prior to his career in financial services, he served in the White House and was the Navy’s Representative to the National Security Council in the White House Situation Room and was a member of the National Security Council staff. Prior to his White House service, he was a career naval officer achieving the rank of Commander and served in the United States Navy for more than 20 years focusing his service within Naval Special Warfare (SEALs) and the Special Operations and Intelligence Communities and held senior-level positions throughout the Intelligence Community and National Security establishment. He earned a bachelor’s degree in political science from Auburn University and an MBA in finance from the University of Miami Herbert School of Business. He will also serve as Vice-Chairman of Integrated Rail and Resources Acquisition Corp.’s Board of Directors. Mr. Michel is well qualified to serve on our board of directors because of his extensive investment and financial experience and his history of leadership at the highest levels of the military. 117 Chris A. Bertel, Senior Vice President and Chief Financial Officer. Mr. Bertel, a fifth-generation railroad executive with more than 20 years of experience, is the Executive Vice President Finance at RGPC. He leads strategic financial planning, direction of capital planning, budgeting and forecasting, compliance reporting, and analyzing potential M&A acquisitions and investment opportunities. He has established and oversees annual key performance indicators for RGPC’s companies and divisions to ensure appropriate financial and operations objectives are being met. He also RGPC’s relationships with commercial and investment banks with which RGPC interacts. He earned a bachelor’s degree in finance degree from Stephen F. Austin University and an MBA in finance from the University of North Texas. Timothy J. Fisher, Senior Vice President and Chief Acquisition Officer and Director. Mr. Fisher is a Managing Partner at the DHIP Group where he is responsible for originating and directing equity investments in a variety of infrastructure assets for the independent fund and alongside operating or co-investment partners. He also works to optimize the capital structure of portfolio companies and to develop new business for portfolio companies. Prior to forming DHIP, he was Managing Partner and Head of Investment Banking at Drexel Hamilton, where he worked from 2015 to 2020, a full-service institutional investment banking and financial advisory firm. He worked with a variety of private companies to provide capital solutions and assisted them with structuring and raising equity and debt financing from institutional investors for a variety of purposes including M&A, working capital, capital expenditures, and refinancing. He moved to the buy side as an assistant MLP portfolio manager at Parker Global Strategies in 2013, with his fund posting well above benchmark returns annually. In July 2014, he left to help a family office invest a proprietary pool of capital, raise outside capital and develop new business for lower middle market private companies in the oil and gas, transportation, and specialty finance sectors. He was a U.S. Army Artillery Officer, serving three tours in Iraq where he earned two Bronze Stars and an Army Commendation Medal with V-Device. He is a graduate of the U.S. Military Academy (West Point) and earned an MBA from the New York University Stern School of Business. Mr. Fisher is well qualified to serve on our board of directors because of his many years of investment experience and his extensive leadership experience in the military and in various private companies. Robert L. Bach, Senior Vice President and General Counsel. Mr. Bach is the President and Chief Operating Officer at RGPC. He joined RGPC as its President in 2011. Prior to RGPC, he spent 30 years in private practice with a law firm in Minneapolis. During his career, he developed extensive expertise in the legal and business issues confronting short line railroads, which provides him with a broad understanding of the role of short line railroads in commerce, and the related advantages the industry provides to its customers. He earned a bachelor’s degree from the University of Iowa and a JD from the University of Minnesota Law School. Mark W. Hemphill, Vice President, Infrastructure Analysis. Mr. Hemphill is Senior Vice President for Project Development at RGPC. Since August 2019 he has led RGPC’s development of greenfield railways and strategic acquisition of railways, and other major projects that require integrated commercial, regulatory, engineering, and construction planning and execution. His railroad career has focused on management, integration, and execution of cross-discipline programs including directing, from Baghdad (from February 2005 to August 2006), the U.S. government’s $250 million reconstruction of the Iraqi Republic Railways following the Iraq War, and 13 years (from September 2006 through July 2019) leading the Railway Consulting Group for HDR, Inc., a 12,000 employee consulting engineering and scientific company. His clients for strategic initiatives at HDR included BNSF Railway, Canadian National Railway, CSX Transportation, Ferromex, Union Pacific Railroad, Sumitomo, and the Kingdoms of Bahrain and Saudi Arabia, for projects in North and South America, Australia, and the Middle East. He earned a bachelor’s degree magna cum laude from the University of Colorado and a master’s degree in history from the University of Illinois at Urbana-Champaign. Michael A. Haeg, Vice President, Commercial Analysis. Mr. Haeg is the Vice President for Marketing and Sales at RGPC and has been with the company since 2012. He leads commercial planning, customer relationships and marketing strategies at RGPC. Following a management position at Union Pacific Railroad in grain marketing, he began his short line railroad career with KYLE Railways Inc., as its first Vice President for marketing and sales. He continued with that specific role during StatesRail LLC’s acquisition of KYLE Railways and the eventual acquisition of StatesRail LLC by publicly traded RailAmerica. He is also a member of the 118 Surface Transportation Board Grain Car Counsel and a member of Union Pacific Railroad’s Short Line Advisory Group. He earned a bachelor’s degree from St. John’s University (Minn.) and a master’s degree in international management from the American Graduate School of International Management. Independent Directors Nathan Asplund, Director. Mr. Asplund currently serves as Partner and President of the Columbia Strategic Consulting Group, LLC, which delivers critical advocacy and coordination expertise in order to finance and construct vital infrastructure projects. He joined the Columbia Group in 2021 after serving as President of two regional railroads in the United States: The Red River Valley & Western Railroad from 2015 to 2017, serving 500 plus miles between North Dakota and Minnesota, and Florida East Coast Railway from 2018 to 2021, the highest volume regional railroad in the U.S. His career also includes roles at BNSF Railway from 2007 to 2015, where he successfully led both Public Private Partnerships and the Mexico Business Unit. In addition to railroading, he achieved several international and domestic oil and gas development initiatives for Crowley Maritime Corporation. He was most recently the Chairman of the Railroad-Shipper Transportation Advisory Council (RSTAC), a public advisory committee and part of the Surface Transportation Board. He earned a bachelor’s degree in agricultural economics from Washington State University and a master’s degree in economics with an agribusiness specialty from The Ohio State University. Mr. Asplund is well qualified to serve as a member of our board of directors because of his many years of experience as a consultant and advisor to rail and infrastructure projects. Rollin D. Bredenberg, Director. Mr. Bredenberg is an independent consultant in railroad operations where he advises the Federal Railroad Administration in Positive Train Control (PTC) interoperability requirements and the Amtrak Metrics and Standards rulemaking. Prior to his career in railroad operations consulting, he served in various roles for over 20 years as the Vice President of Capacity Planning and Operations Research at BNSF Railway. While at BNSF, he researched line capacity planning, terminal capacity planning and operations for BNSF. He also served as the Vice President of Service Design and Performance, the Vice President of Operations South and the Vice President of Transportation at BNSF Railway. He also has served as the Chairman of the Board of Operations at the Port Terminal Railroad Association in Houston, Texas. Mr. Bredenberg was a member of the Advisory Board at the Texas A&M Transportation Institute. He earned a bachelor’s degree from Northwestern University and is a graduate of the Harvard Business School for an Advanced Management Program. Mr. Bredenburg is well qualified to serve as a member of our board of directors because his extensive experience in the transportation sector and his many years of consulting and advising federal regulatory agencies in the railroad industry. Brian M. Feldott, Director. Mr. Feldott will serve as the Chairman of the Audit Committee. Brian is currently the Chief Financial Officer at East Shore Investments and has been in that role since 2019. He is a subject matter expert in corporate finance, treasury operations and accounting. He has excelled at building relationships with investor and bank groups as well as developing cross functional corporate teams to achieve success and maximize value while minimizing risk. He gained his experience over two decades in corporate finance, treasury, tax and public accounting within large international public companies, including Newfield Exploration Company and Newpark Resources Inc. from 2010 to 2019. As treasurer at Newfield, he was responsible for tax, corporate finance, treasury, and risk management. He was responsible for negotiating and raising $2 billion in unsecured capital and he led a tax saving initiative resulting in nearly $50 million of benefits for Newfield. As the finance integration team leader during the Encana merger, he led the integration for all finance functions from Newfield and played a significant role in the successful transition of finance functions and related operations. Before joining Newfield, Brian served as the Treasurer and Director of Investor Relations for Newpark, an international oil field services company. While at Newpark from 2010 to 2017, he enhanced the global treasury function by centralizing the operations and enhancing the capital structure, this included the issuance of convertible bonds and multiple credit facilities. In addition, his investor relations work resulted in the company gaining Tier-1 analyst coverage for the first time in company history. Prior to that, he served as Senior Director of Tax and Treasury for ExpressJet Airlines. While at ExpressJet, he helped lead the successful spin-off of the company from Continental Airlines and developed the company’s accounting, treasury and tax 119 departments as well as the financing of a fleet of 274 aircraft. Brian is a Certified Public Accountant in the state of Texas. He earned a bachelor’s degree in economics from the University of Texas, an MBA in finance from the University of Houston and a master’s of legal studies in oil, gas and energy law from the University of Oklahoma. Mr. Feldott is well qualified to serve on our board of directors because of his many years advising public companies in corporate finance and public accounting and his extensive experience as a certified public accountant. Edmund Underwood Jr., Director. Mr. Underwood serves as President of Avsurance Corporation and has since 1991 and the Vice President of Risk Management at Avfuel Corporation and has since 1995. Prior to his time at Avsurance and Avfuel, he served as the President of The Underwood Group. Prior to Underwood Group, he was the Vice President of The Rockwood Company. He is a Chartered Property Casualty Underwriter, a Certified Insurance Counselor, a licensed property casualty agent in all 50 states and a licensed risk manager in the state of Texas. He has been a Lloyds of London Broker specializing in the Aviation, Rail and Transportation Industries. He earned a bachelor’s degree from Colby College. Mr. Underwood is well qualified to serve as a member of our board of directors because of his leadership positions and his many years of experience in the insurance industry. Number and Terms of Office of Officers and Directors We will have seven directors upon completion of this offering. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of and , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of , and , will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of and will expire at the third annual meeting of stockholders. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Director Independence The NYSE rules require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Asplund, Mr. Bredenburg, Mr. Feldott and Mr. Underwood are “independent directors” as defined in the NYSE rules and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, or any affiliate of our 120 sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments