exv4w3






Exhibit 4.3




FORM OF SUBSCRIPTION RIGHTS CERTIFICATE




			
	 	 	 
	Rights Certificate No.:                                         
	 	Number of Rights:                                         





THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE GENERAL FINANCE CORPORATION
(THE “COMPANY”) PROSPECTUS DATED ___, 2010 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE COMPANY.




GENERAL FINANCE CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




CUSIP NO.: 369822127




SUBSCRIPTION RIGHTS CERTIFICATE

EVIDENCING SUBSCRIPTION RIGHTS TO PURCHASE

                     UNITS




SUBSCRIPTION PRICE: $______PER UNIT


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
                     ___, 2010, UNLESS EXTENDED OR THE RIGHTS OFFERING IS TERMINATED BY GENERAL FINANCE
CORPORATION.



REGISTERED OWNER:                                         




     THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the
number of subscription rights (“Rights”) set forth above. Each whole Right entitles the holder
thereof, to subscribe for and purchase, at the subscription price of $______ (the “Subscription
Price”), one “Unit”, consisting of one share of common stock, par value $0.0001 per share, and a
three-year warrant to purchase 0.5 additional shares of common stock, par value $0.0001 per share,
of the Company at an exercise price of $4.00 per share, pursuant to a rights offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the Prospectus and the
“Instructions for Use of General Finance Corporation Subscription Rights Certificates” accompanying
this Subscription Rights Certificate (the “Basic Subscription Right”).



     If any of the Units available for purchase in the Rights Offering are not purchased by other
holders of Rights pursuant to the exercise of their Basic Subscription Right (the “Excess Units”),
any Rights holder that exercises its Basic Subscription Right in full may subscribe for Excess
Units pursuant to the terms and conditions of the Rights Offering, subject to proration, as
described in the Prospectus (the “Over-Subscription Privilege”). The Rights represented by this
Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate
forms on the reverse side hereof and by returning the full payment of the Subscription Price for
each Right subscribed for pursuant to the Over-Subscription Privilege, in addition to the payment
due for Units purchased through your Basic Subscription Right, in accordance with the “Instructions
for Use of General Finance Corporation Subscription Rights Certificates” that accompany this
Subscription Rights Certificate.



     Rights evidenced by this Subscription Rights Certificate may be transferred or sold after the
Rights have been listed for trading on any stock exchange or on the NASDAQ Global Market.



     IN WITNESS WHEREOF, the Company has caused this Subscription Rights Certificate to be duly
executed under their corporate seals.


Dated: February ___, 2010




	 	 	 	 	 
	 	GENERAL FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Charles E. Barrantes 	 
	 	 	Executive Vice President and Chief Financial Officer 	 



 









 






	 	 	 	 	 



DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE




FOR DELIVERY BY HAND DELIVERY, FIRST CLASS MAIL OR COURIER SERVICE:



Continental Stock Transfer & Trust Company

Attn: Reorganization Department

17 Battery Place, 8th Floor

New York, New York 10004

(212) 509-4000



DELIVERY OTHER THAN IN THE MANNER OR TO THE ADDRESSES LISTED

ABOVE WILL NOT CONSTITUTE VALID DELIVERY



PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY



 









 






FORM 1 — EXERCISE OF SUBSCRIPTION RIGHTS





     To subscribe for Units pursuant to your Basic Subscription Right, please complete lines (a)
and (c) and sign under Form 3 below. To subscribe for Units pursuant to your Over-Subscription
Privilege, please also complete line (b) and sign under Form 3 below.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(a)
	 	I apply for	 	                     Units	 	x                     	 	= $                     
	 
	 	 	 	(No. of new Units)	 	(Subscription Price)	 	(Payment)





If you have exercised your Basic Subscription Right in full and wish to subscribe for additional
Units pursuant to your Over-Subscription Right:




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(b)
	 	I apply for	 	                     Units	 	x                     	 	= $                     
	 
	 	 	 	(No. of new Units)	 	(Subscription Price)	 	(Payment)
	 
	 	 	 	 	 	 	 	 
	(c)	 	Total Amount of Payment Enclosed = $                                         	 	 






METHOD OF PAYMENT (CHECK ONE):



o   Check or bank draft drawn on a U.S. bank, or postal, telegraphic or express money order
payable to “General Finance Corporation.” Funds paid by an uncertified check may take at least five
business days to clear.



o   Wire transfer of immediately available funds directly to the account maintained by
Continental Stock Transfer for purposes of accepting subscriptions in this Rights Offering (the
“Subscription Account”):



JP Morgan Chase

ABA # 021000021

Continental Stock Transfer & Trust as agent for General Finance Corporation

Acct # 475-507754









 









 











FORM 2 — DELIVERY TO DIFFERENT ADDRESS




     If you wish for the shares of our common stock, as well as the warrants, underlying your
subscription rights to be delivered to an address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate address below, sign under Form 3 and
have your signature guaranteed under Form 4.



 









 






FORM 3 — SIGNATURE




     I acknowledge that I have received the Prospectus for this Rights Offering and I hereby
irrevocably subscribe for the number of Units indicated above on the terms and conditions specified
in the Prospectus.



	 	 	 
	 	 	 

	Signature(s)	 	 







IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this
Subscription Rights Certificate in every particular, without alteration or enlargement, or any
other change whatsoever.







 









 








FORM 4 — SIGNATURE GUARANTEE




This form must be completed if you have completed Form 2.


Signature
Guaranteed:                   
                   
                   
                   
                   




(Name of Bank or Firm)


By:                   
                   
                   
                   
                   




(Signature of Officer)


IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock
broker, savings & loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.