EXHIBIT 2.1



|NUMBER          |  |                                                                                                                                                                           |  | SHARES         
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|R-              |  | IFCO SYSTEMS N.V.                                                                                                                                                         |  |                
|                |  |                                                                                                                                                                           |  |                
|ORDINARY SHARES |  | INCORPORATED UNDER THE LAWS OF THE NETHERLANDS AND DOMICILED
AT AMSTERDAM THIS CERTIFICATE IS TRANSFERABLE AT THE OFFICE OF THE TRANSFER AGENT OF THE COMPANY IN NEW YORK |  | ORDINARY SHARES



CUSIP:
N43961 11 4



SEE REVERSE SIDE FOR CERTAIN
DEFINITIONS



This Certifies that
[NAME OF SHAREHOLDER]



is the
owner of [NUMBER OF SHARES]



FULLY PAID AND
NON-ASSESSABLE ORDINARY SHARES, OF IFCO SYSTEMS N.V. (the Company) transferable on the books of the Company in person or by duly authorized attorney upon surrender of this share certificate properly endorsed. This certificate is not
valid unless countersigned and registered by the New York Transfer Agent and Registrar. The certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the laws of The Netherlands, to the Articles of
Association of the Company, if and as amended (copies of which are available at the office of the Company at Amsterdam, The Netherlands and at the office of the New York Transfer Agent and Registrar), and to all provisions whereof the holder of the
shares is bound.



|Dated: |  | IFCO SYSTEMS N.V.
|------ |  | -----------------



COUNTERSIGNED AND REGISTERED:



---



|Deutsche Bank AG  TRANSFER AGENT AND REGISTRAR, |  |                    |  |                    
|----------------------------------------------- |  | ------------------ |  | -------------------
|                                               
|By:                                             |  |                    |  | IFCO SYSTEMS [LOGO]
|                                                |  | AUTHORIZED OFFICER |  |                    



---



IFCO SYSTEMS
N.V.



The following abbreviations, when used in the inscription
on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:



|TEN COM  as tenants in common                       |  | UNIF GIFT MIN
ACT-Custodian                          
|---------------------------------------------------- |  | -----------------------------------------------------
|TEN ENT  as tenants by the entireties               |  | (Cust)
                                     
 (Minor)
|JT TEN  as joint tenants with right of
survivorship |  | under Uniform Gifts to Minors                        
|and not as tenants in common                         |  | Act                                                  
|                                                     |  | (State)                                              



Additional abbreviations may also be used though not listed.



For value received,

hereby sell, assign and transfer to



PLEASE
INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF PURCHASER







(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE OF PURCHASER)





who accepts
title
toOrdinary Shares in the share capital of the Company, represented by this Certificate. The parties waive their right to invoke a recission of this agreement on any ground whatsoever upon the
transfer of the aforementioned Ordinary Shares. This agreement is governed by the laws of The Netherlands. Seller hereby irrevocably constitutes and
appointsAttorney to transfer the same on the books of the Company, with full power of
substitution.



|Signatures(s) Guaranteed:                                                                                                                                                                                                                                                                |  | Seller   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|                                                                                                                                                                                                                                                                                         |  | Signature
|By:                                                                                                                                                                                                                                                                                      |  | Place    
|THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM). PURSUANT TO UNITED STATES SECURITIES AND EXCHANGE ACT RULE 17Ad-15 |  | Date     



THE
TRANSFER OF THE SHARES EVIDENCED BY THIS CERTIFICATE CAN ONLY BE EFFECTED BY A WRITTEN INSTRUMENT OF TRANSFER AND WRITTEN ACKNOWLEDGEMENT OF SUCH TRANSFER BY THE PUBLIC LIMITED LIABILITY COMPANY IFCO SYSTEMS N.V. OF AMSTERDAM, THE NETHERLANDS OR BY
DEUTSCHE BANK AG OF NEW YORK AS AGENT.