exv4w5






EXHIBIT 4.5




[FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS]




GENERAL FINANCE CORPORATION



NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS



Units consisting of One Share of Common Stock and One Warrant to Purchase 0.5 Shares of Common Stock

Issuable Upon Exercise of Rights at $____ per Unit




     Enclosed for your consideration is a prospectus dated [          ], 2010 (the
“Prospectus”), relating to the offering by General Finance Corporation, a Delaware corporation (the
” Company ”), of subscription rights (the “ Rights Offering ”) to purchase Units (the “Units”)
consisting of one share of common stock and a three-year warrant to purchase 0.5 shares of common
stock at an exercise price of $4.00 per share by stockholders of record (“ Record Date Stockholders
”) as of 5:00 p.m., New York City time, on [          ], 2010 (the “Record Date”).



     Pursuant to the offering, the Company is issuing one right (the “Rights”) for every two shares
of our common stock held of record as of 5:00 p.m. Eastern Standard Time to subscribe for one Unit,
on the terms and subject to the conditions described in the Prospectus. The Rights may be exercised
at any time during the subscription period, which commences on [                    ], 2010 and
ends at 5:00 p.m., New York City time, on [          ], 2010, unless extended by the Company in
its sole discretion (as it may be extended, the “Expiration Date”). The Rights, the Units and the
shares of common stock and the warrant included in the Units will be listed on the NASDAQ Global
Market. The Rights are transferable and will be listed for trading on the NASDAQ Capital Market
under the symbol “GFNR” during the course of this offering.



     As described in the Prospectus, Record Date Stockholders will receive one (1) Right for every
two shares of the Company’s common stock, $0.0001 par value, owned on the Record Date.



     One (1) Right will entitle the holder (the “Rights Holders”) at the subscription price of
$____ per Unit (the “Basic Subscription Right”) to purchase one share of common stock and one
three-year warrant to purchase 0.5 shares of common stock at an exercise price of $4.00 per share.



     Rights Holders who fully exercise their Basic Subscription Right will be entitled to subscribe
for additional Units that remain unsubscribed as a result of any unexercised Basic Subscription
Right (the “Over-Subscription Right”). If requests for Units pursuant to the Basic Subscription
Right exceed the number of Units available, the Units will be allocated pro-rata among Rights
Holders based upon the number of Rights then held. Each Over-Subscription Right entitles the holder
to subscribe for additional Units (calculated prior to the exercise of any Rights), provided that
the Company retains the right to limit the exercise of over-subscription privileges if such
exercise would cause a change of control, as defined in the agreements governing the indebtedness
of the Company and its subsidiaries. If sufficient remaining Units are available, all
over-subscription requests will be honored in full. If requests for Units pursuant to the
Over-Subscription Right exceed the remaining Units available, the remaining Units will be allocated
pro-rata among Rights Holders who over-subscribe based on the number of Rights then held. Rights
may only be exercised for whole numbers of shares; no fractional Units or shares of common stock
will be issued in the Rights Offering.



     The rights will be evidenced by subscription rights certificates (the “Subscription
Certificates”).



 









 





     Enclosed are copies of the following documents:




	 	1.	 	Prospectus, dated [          ], 2010;
	 
	 	2.	 	Subscription Rights Certificate; and
	 
	 	3.	 	A return envelope, addressed to Continental Stock Transfer & Trust
Company, Attn: Reorganization Department, 17 Battery Place,
8th Floor, New York, New York 10004 (the “Subscription
Agent”).





     Your prompt attention is requested. To exercise your Rights, you should properly complete and
sign the Subscription Rights Certificate and forward it, with payment of the subscription price in
full for each Unit subscribed for pursuant to the Basic Subscription Right and the
Over-Subscription Right to the Subscription Agent, as indicated on the Subscription Rights
Certificate. The Subscription Agent must receive the properly completed and duly executed
Subscription Rights Certificate and full payment at or prior to 5:00 p.m., New York City time, on
the Expiration Date.



     You will have no right to rescind your subscription after receipt of your payment of the
subscription price, except as described in the Prospectus. Rights not exercised at or prior to 5:00
p.m., New York City time, on the Expiration Date will expire.



     ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO
MACKENZIE PARTNERS, INC., THE INFORMATION AGENT, TOLL-FREE AT: (800) 322-2885.