Capital Contributions for Shares. (a) The Company has issued 12,000 Common Shares, par value U.S. $1.00 per share, to MeesPierson (the “MeesPierson Shares”) on a nil paid basis. The Company owns the Containers as set forth on Exhibit A hereto and the Related Transferred Assets thereto (collectively, the “MeesPierson Transferred Assets”) with a collective Net Book Value of $4,672,452. The MeesPierson Transferred Assets were acquired by the Company by purchase from Eurovos B.V. through a loan made to the Company by the Agent (the “Acquisition Indebtedness”). On the Closing Date, and prior to the transfer contemplated in Section 2.1(b), MeesPierson will contribute $4,672,452 (the “MeesPierson Cash Contribution”) to the Company. Effective the Closing Date, the Company shall credit MeesPierson’s Capital Account with the MeesPierson Cash Contribution and, for purposes of the Companies Axx 0000 of Bermuda, as amended (the “Companies Act”), shall credit the MeesPierson Shares as being fully paid by $12,000, with the excess of the MeesPierson Cash Contribution credited to the contributed surplus account of the Company. The Company shall utilize the MeesPierson Cash Contribution to repay, in full, the Acquisition Indebtedness.
(b) On the Closing Date, Cronos shall contribute the Containers as set forth on Exhibit B hereto and the Related Transferred Assets thereto (collectively, the “Cronos Transferred Assets”; and together with the MeesPierson Transferred Assets, the “Member Transferred Assets”). The collective Net Book Value of the Cronos Transferred Assets is $4,672,452 (the “Cronos Capital Contribution”). Effective the Closing Date, the Company shall issue 12,000 Common Shares, par value U.S. $1.00 per share, to Cronos (the “Cronos Shares”) in consideration of Cronos’ contribution of the Cronos Transferred Assets to the Company, and shall credit Cronos’ Capital Account by $4,672,452. For purposes of the Companies Act, the Company shall credit the Cronos Shares as fully paid by $12,000 and credit the balance of the Cronos Capital Contribution to the share premium account of the Company.
(c) In connection with their respective contributions of Member Transferred Assets, MeesPierson made, and Cronos hereby makes, to the Company and its successors and assigns the following representations and warranties (the “Member Representations and Warranties”):
Capital Contributions for Shares. (a) The Company issued (i) 6,000 Class A Shares to MeesPierson Transport & Logistics B.V in consideration of the payment to the Company of Six Million One Hundred Seventy One Thousand Six Hundred Fifty Dollars ($6,171,650), which shares were subsequently transferred to FBT, and (ii) 6,000 Class A Shares to Textainer in consideration of certain contributions made to the capital of the Company by Textainer pursuant to the terms of the Contribution and Sale Agreement.
(b) The Company has previously issued one (1) Class B Share to Textainer in consideration of certain contributions made to the capital of the Company by Textainer pursuant to the terms of the Contribution and Sale Agreement.
(c) In addition to the initial capital contributions set forth in Section 2.1(a) and Section 2.1(b), prior to the Restatement Effective Date, each of the Class A Members and the Class B Member has made from time to time additional capital contributions to, and has received distributions from, the Company. All such additional capital contributions were “contributed surplus” within the meaning of Section 54(2) of the Companies Act.
