exh_10-2.htm


  


    EXHIBIT
10.2

    


    REGISTRATION RIGHTS
AGREEMENT

    


     

    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated __________,
2009 is entered into by and among General Finance Corporation, a Delaware
corporation (the “Company ”), and the
stockholders of Company listed on Schedule I attached
hereto (each a “Stockholder ” and
collectively, the “Stockholders ”).

     

     

    WITNESSETH:


     

    WHEREAS,
in connection with the sale of Series A 12.5% Cumulative Preferred Stock ("Preferred Stock") shares of
Preferred Stock were issued to the Stockholders pursuant to Preferred Stock
Purchase Agreements (“Stock
Purchase Agreements”) as set forth in Schedule I attached
hereto;

     

    WHEREAS,
it is a condition to the consummation of the transactions contemplated by the
Stock Purchase Agreements that, upon the Closing, the Company and Stockholders
enter into this Agreement; and

     

    WHEREAS,
the Company and the Stockholders each desire to enter into this Agreement to set
forth the rights relating to the Preferred Stock held by the
Stockholders.

     

    NOW,
THEREFORE, in consideration of the mutual covenants set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

     

     

    ARTICLE I


     

    CERTAIN
DEFINITIONS

     

    SECTION 1.1  Certain
Definitions.  For purposes of
this Agreement, the following terms shall have the following
meanings:

     

    “Affiliate” means, with respect to any
Person, any other Person directly or indirectly controlling, controlled by, or
under common control with, such Person; provided that, for the purposes of this
definition, “control”, as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

    


    “Board” means the Board of
Directors of the Company.

    


    “Business
Day” means any
day, other than a Saturday, Sunday or other day on which banks located in Los
Angeles, California are authorized or required by Law to close.

     

    “Closing” means the consummation of
the sale of Preferred Stock contemplated by the Stock Purchase
Agreements.

     

    “Common
Stock” means the
common stock of the Company, par value $0.0001 per share.

     

    “Demand
Notice” shall
have the meaning set forth in Section 3.1(b) of this
Agreement.

     

    “Demand
Registration Statement” shall have the meaning set
forth in Section 3.1(b) of this Agreement.

     

    “Demand
Request” shall
have the meaning set forth in Section 3.1(b) of this
Agreement.

     

    “Demanding
Stockholder”
shall have the meaning set forth in Section 3.1(b) of this
Agreement.

    


    “Equity
Securities”
means all shares of Common Stock of the Company, all securities, directly or
indirectly, convertible into or exchangeable for shares of Common Stock of the
Company and all options, warrants, and other rights to purchase or otherwise,
directly or indirectly, acquire from the Company shares of Common Stock, or
securities convertible into or exchangeable for shares of Common Stock, whether
at the time of issuance or upon the passage of time or the occurrence of some
future event.

     

    “Exchange
Act” shall mean
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC promulgated thereunder.

     

    
      
         

      

      
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    “GAAP” shall mean United States
generally accepted accounting principles consistently applied by the Company and
its Subsidiaries throughout the periods indicated.

     

    “Governmental
Entity” shall
mean any instrumentality, subdivision, court, administrative agency, commission,
official or other authority of the United States or any other country or any
state, province, prefect, municipality, locality or other government or
political subdivision thereof, or any quasi-governmental or private body
exercising any regulatory, taxing, importing or other governmental or
quasi-governmental authority.

     

    “Incidental
Registration”
shall have the meaning set forth in Section 3.2(a) of this
Agreement.

     

    “Law” means any statute, law,
common law, order, ordinance, rule or regulation of any Governmental
Entity.

     

    “NASDAQ” means the NASDAQ Global
Market or any market listing of the NASDAQ Stock Market.

     

    “Original
Stockholder”
shall mean each Person that is either (a) a Stockholder as of the date
hereof or (b) a Permitted Transferee pursuant to a Transfer effected in
accordance with clause (i), (ii) or (iii) of Section 2.2(a) of
this Agreement.

     

    “Permitted
Transfer” shall
have the meaning set forth in Section 2.2(a) of this
Agreement.

     

    “Permitted
Transferee”
shall have the meaning set forth in Section 2.2(a) of this
Agreement.

     

    “Person” shall mean and include an
individual, a partnership, a joint venture, a corporation, a limited liability
company, a limited liability partnership, a trust, an incorporated organization
or any other entity or organization, including a Governmental
Entity.

     

    “Registrable
Securities”
shall mean only shares of Preferred Stock acquired by the Stockholders pursuant
to the Stock Purchase Agreements to the extent such shares have not been
previously registered and sold pursuant to an effective registration statement
and any other shares of Preferred Stock that may be received in respect of any
of the foregoing securities; provided, that any Registrable Securities shall
cease to be Registrable Securities:

     

    (i)       when
a registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement;

     

    (ii)      when
such securities shall have been transferred pursuant to Rule 144 under the
Securities Act (or any successor provision); or

     

    (iii)     when
such securities shall have ceased to be outstanding.

     

    “Registration” shall mean the Shelf
Registration, each Required Registration and each Incidental
Registration.

     

    “Registration
Expenses” shall
mean all expenses incident to the Company’s performance of or compliance with
Article III including, without limitation, all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with blue
sky qualifications of any Registrable Securities), expenses of printing
certificates for any Registrable Securities in a form eligible for deposit with
the Depository Trust Company, internal expenses, and fees and disbursements
of counsel for the Company and its independent certified public accountants
(including the expenses of any management review, cold comfort letters or any
special audits required by or incident to such performance and compliance),
securities acts liability insurance (if the Company elects to obtain such
insurance), the reasonable fees and expenses of any special experts retained by
the Company in connection with such registration, fees and expenses of other
Persons retained by the Company; but not including any underwriting fees,
discounts or commissions attributable to the sale of securities or fees and
expenses of counsel representing the holders of Registrable Securities included
in such Registration incurred in connection with the sale of Registrable
Securities.

     

    “Required
Registration”
shall have the meaning set forth in Section 3.1(b) of this
Agreement.

     

    “Sale of the
Company”
means:

     

    (i)        any
consolidation or merger of the Company or a Subsidiary of the Company in which
the shares of Common Stock are converted into cash, securities or other
property; or

     

    (ii)       any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the Company
and its Subsidiaries. 

     

    
      
         

      

      
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    “SEC” shall mean, at any time,
the Securities and Exchange Commission or any other federal agency at such time
administering the Securities Act.

     

    “Securities
Act” shall mean
the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.

     

    “Selection
Date” shall mean
the date that is sixty (60) days prior to the date on which the Company
distributes to its stockholders the proxy statement relating to each applicable
annual meeting.

     

    “Shelf
Registration”
shall have the meaning set forth in Section 3.1(a) of this
Agreement.

     

    “Shelf
Registration Lapse Date” shall mean the date, if
any, that (x) the Company is not permitted to file or maintain a
Form S-3 in connection with the Shelf Registration in accordance with
Section 3.1(a), or (y) the Shelf Registration expired in accordance
with Section 3.1(a)(i) and not all Registrable Securities registered in
such Shelf Registration have been sold.

     

    “Shelf
Registration Statement” shall have the meaning set
forth in Section 3.1(a) of this Agreement.

     

    “Stockholder” shall have the meaning set
forth in the preamble to this Agreement, subject to Section 2.2
hereof.

    


    “Subsidiary” or “Subsidiaries” shall mean, with respect to
any Person, (i) any corporation more than 50% of whose stock of any class
or classes having by the terms thereof ordinary voting power to elect a majority
of the directors of such corporation (irrespective of whether or not at the time
stock of any class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is owned by such
Person directly or indirectly through one or more Subsidiaries of such Person
and (ii) any partnership, association, joint venture or other entity in
which such Person directly or indirectly through one or more Subsidiaries of
such Person has more than a 50% equity interest.

     

    “Transfer” shall have the meaning set
forth in Section 2.1(a) of this Agreement.

    


     

    ARTICLE II


     

    TRANSFER OF EQUITY
SECURITIES

     

    SECTION 2.1  Restrictions.

     

    (a)            No
Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell,
assign, donate, hypothecate, pledge, encumber, grant a security interest in or
in any other manner transfer, any Registrable Securities, in whole or in part,
or any other right or interest therein, or enter into any transaction which
results in the economic equivalent of a transfer of Registrable Securities to
any Person (each such action, a “Transfer”) except pursuant to
a Permitted Transfer.

     

    (b)           From
and after the dates hereof, all certificates or other instruments representing
Registrable Securities held by each Stockholder shall bear legend which shall
state:

     

    (i)      “The sale, transfer,
hypothecation, assignment, pledge, encumbrance or other disposition of this
share certificate and the shares Preferred Stock represented hereby are
restricted by and are subject to all of the terms, conditions and provisions of
that certain Registration Rights Agreement, dated as of ___________, 2009, by
and between General Finance Corporation and the stockholders party thereto,
which agreement is on file at the principal offices of General Finance
Corporation.”

     

           (ii)     “The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or pursuant to any state securities laws.
The securities have been acquired for investment and may not be sold or
transferred except in compliance with the registration requirements of the
Securities Act of 1933, as amended, and applicable state securities laws or
pursuant to an exemption therefrom.”

     

    (c)            Any
attempt to transfer any Registrable Security which is not in accordance with
this Agreement shall be null and void and the Company agrees that it will not
cause, permit or give any effect to any Transfer of any Registrable Securities
to be made on its books and records unless such Transfer is permitted by this
Agreement and has been made in accordance with the terms hereof.

     

    (d)           Each
Stockholder agrees that it will not effect any Transfer of Registrable
Securities unless such Transfer is a Permitted Transfer and is made
(i) pursuant to an effective registration statement under the Securities
Act or pursuant to an exemption from the registration requirements of the
Securities Act or pursuant to Rule 144 or Rule 144A promulgated under
the Securities Act and (ii) in accordance with all applicable Laws
(including, without limitation, all securities laws).

    


    (e)           The
restrictions contained in this Section 2.1 shall expire on the first anniversary
of the date of this Agreement.

     

    
      
         


      

      
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    ARTICLE III


     

    REGISTRATION
RIGHTS

    


    SECTION 3.1  Required
Registrations.

     

    (a)           Shelf
Registration Statement.  Company shall
file a registration statement under the Securities Act on or prior to the first
anniversary of the date of this Agreement covering all of the Registrable
Securities then held by the Stockholders on Form S-3 or such other
available forms (the “Shelf
Registration”), provided that each such Stockholder desiring to
participate in such Shelf Registration shall comply with Section 3.8 hereof, and
to have such Registration Statement declared effective to enable the resale of
such Registrable Securities after the date of the first anniversary of the date
of this Agreement on a delayed or continuous basis pursuant to Rule 415
under the Securities Act (the “Shelf Registration Statement”)
through NASDAQ or such other market as may be the principal market on which the
Registrable Securities are then quoted or listed.  Company will use
all commercially reasonable efforts to cause the Shelf Registration Statement to
remain continuously effective under the Securities Act until the earlier of the
date on which all Registrable Securities held by the Stockholders shall have
either (i) been sold in accordance with this Section 3.1(a) or
(ii) ceased to be outstanding.

     

    (b)           Required
Registrations.  If at any time
after (i) the Shelf Registration Lapse Date or (ii) the Company fails to
maintain the Shelf Registration continuously effective pursuant to Section 1(a)
hereof, Company shall be requested in writing, which writing shall specify the
Registrable Securities to be registered and, if applicable, the intended method
of disposition thereof (a “Demand Request”), by any
holder of Preferred Stock (each a “Demanding Stockholder”), to
effect a registration under the Securities Act of Registrable Securities held by
such Stockholders (each, a “Required Registration”), then
Company shall promptly use all commercially reasonable efforts to effect such
Required Registration by filing, at Company’s option, either a Form S-1 or
Form S-3 registration statement (a “Demand Registration
Statement”); provided  the
Company shall not be required to comply with more than one (1) Demand
Request during any twelve (12) month period.  The Company shall
pay all Registration Expenses in connection with any registration initiated as a
Required Registration whether or not it has become effective and whether or not
such registration has counted as one of the Required Registrations
hereunder.  Subject to the provisos in the preceding sentence, the
Company shall only be obligated to comply with three (3) Demand Requests in
total. Upon receipt by Company of a Demand Request, Company shall deliver a
written notice (a “Demand
Notice”) to each Stockholder who did not make such Demand Request stating
that Company intends to comply with a Demand Request and informing each such
Stockholder of its right to include Registrable Securities in such Required
Registration. Within ten (10) Business Days after receipt of a Demand
Notice, each Stockholder shall have the right to request in writing that Company
include all or a specific portion of the Registrable Securities held by such
Stockholder in such Required Registration. Notwithstanding anything to the
contrary set forth herein, Company shall be obligated to effect any one or more
of such Required Registrations pursuant to a Shelf Registration Statement if the
Demanding Stockholder so requests in connection with any Demand
Request.

     

    (c)            Selection of
Underwriters. In the event that the Registrable Securities to be
registered pursuant to a Required Registration are to be disposed of in an
underwritten public offering, the underwriters of such public offering shall be
one or more underwriting firms of nationally recognized standing selected by the
Company and reasonably acceptable to the Demanding Stockholder. In the event
Company elects to file a Demand Registration Statement on Form S-3 and the
underwriters, if any, in such public offering or the Demanding Stockholder
requests that Company provide disclosures otherwise required in connection with
a Form S-1 registration statement, then Company shall include in such
Demand Registration Statement such “long form” disclosures.

     

    (d)            Priority
on Required Registrations. In the event that, in the case of any Required
Registration, the managing underwriter for the public offering contemplated by
Section 3.1(b) shall advise Company in writing (with a copy to each holder of
Registrable Securities requesting sale) that, in such underwriter’s opinion, the
amount of securities requested to be included in such Required Registration
would adversely affect the public offering and sale (including pricing) of such
Registrable Securities (such writing to state the basis of such opinion and the
approximate number of Registrable Securities that may be included in such public
offering without such effect), Company will include in such Required
Registration the number of Registrable Securities that the Company is so advised
can be sold in such public offering, in the following amounts:

     

                  
(i) first, all Registrable Securities
requested to be sold by holders of Registrable Securities pursuant to
Section 3.1(b)  pro
rata  among such holders on the basis of the number of
Registrable Securities owned by each such holders; and

     

                 
(ii) second, securities proposed to be
sold by Company for its own account.

     

    
      
         

      

      
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    (e)                 Black
Out Period.  Notwithstanding
any other provision of this Agreement to the contrary, if the Board reasonably
determines that the registration and distribution of Registrable Securities
(i) would reasonably be expected to impede, delay or interfere with, or
require premature disclosure of, any material financing, offering, acquisition,
merger, corporate reorganization, or other significant transaction or any
negotiations, discussions or pending proposals with respect thereto, involving
Company or any of its Subsidiaries, or (ii) would require disclosure of
non-public material information, the disclosure of which would reasonably be
expected to adversely affect Company, Company shall (x) be entitled to
postpone the filing or effectiveness or suspend the effectiveness of a
registration statement and/or the use of any prospectus for a period of time not
to exceed one hundred twenty (120) days and (y) promptly give the
Stockholders written notice of such postponement or suspension (which notice
need not specify the nature of the event giving rise to such suspension); provided , that
Company shall not utilize the right described in Section 3.1(b) more than
once in any twelve (12) month period. Notwithstanding anything to the contrary
set forth herein, any application of the provisions of Section 2.2(c) of
this Agreement that results in a postponement of the effectiveness of a
registration statement pursuant to this Section 3.1(e) shall not be
included in calculating the 120-day period.

     

    SECTION 3.2  Incidental
Registration.

     

    (a)            Filing
of Registration Statement.  If, at any time
after the first anniversary of the date hereof, the Company proposes to
register, for its own account or for the account of any other Person any of its
securities (an “Incidental
Registration”) under the Securities Act (other than pursuant to a
registration statement on Form S-4 or Form S-8 or any successor forms
thereto) for sale to the public, it will at each such time give prompt written
notice to all Stockholders of its intention to do so, which notice shall be
given at least thirty (30) days prior to the date that a registration
statement relating to such registration is proposed to be filed with the SEC.
Upon the written request of any Stockholder to include Registrable Securities
held by it that are not otherwise covered by the Shelf Registration Statement or
a Demand Registration Statement in such Incidental Registration (which request
shall (i) be made within fifteen (15) days after the receipt of any
such notice, and (ii) specify the Registrable Securities intended to be
included by such holder), Company will use all commercially reasonable efforts
to effect the registration of

    all
Registrable Securities that Company has been so requested to register by such
Stockholder;
provided , however , that if, at
any time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in
connection with such registration, Company shall determine for any reason to
terminate such registration statement and not to register such securities,
Company may, at its election, give written notice of such determination to each
such holder and, thereupon, shall be relieved of its obligation to register any
Registrable Securities of such Persons in connection with such
registration.

     

    (b)                Selection
and Use of Underwriters.  Underwriters, if
any, in connection with any offering pursuant to this Section 3.2 shall be
selected at the sole and exclusive discretion of Company. No Stockholder shall
Transfer any Registrable Securities included in the Incidental Registration
other than through the underwriter or underwriters so selected by
Company.

     

    (c)                Priority
on Incidental Registrations.  If the managing
underwriter for the offering contemplated by this Section 3.2 shall advise
Company in writing that, in such underwriter’s opinion, the number of securities
requested to be included in such Incidental Registration would adversely affect
the offering and sale (including pricing) of such securities, Company shall
include in such Incidental Registration the number of securities that Company is
so advised can be sold in such offering, in the following amounts and order of
priority:

     

    
      	
                                 (i)  

            	
              first, securities proposed
      to be sold by Company for its own
account;

            


    

    


    (ii)  
second, securities proposed to be
sold for persons who triggered such Incidental Registration under a demand
right; and

     

    (ii)  
third, securities proposed to be
sold by all other persons pro rata among such persons.

     

    SECTION 3.3  Registration
Procedures.

     

    Company
will use all commercially reasonable efforts to effect the Shelf Registration
and Required Registration pursuant to Section 3.1 and each Incidental
Registration pursuant to Section 3.2, and to cooperate with the sale of
such Registrable Securities in accordance with such registration statements as
quickly as reasonably practicable, and Company will as expeditiously as
reasonably practicable:

     

    (a)           subject
to the rights of Company set forth in Section 3.2(a), prepare and file with
the SEC the registration statement and use all commercially reasonable efforts
to cause the Registration to become effective;

     

    
      
         

      

      
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    (b)          subject,
in the case of an Incidental Registration, to the proviso to
Section 3.2(a), prepare and file with the SEC such amendments and
post-effective amendments to any registration statement and any prospectus used
in connection therewith as may be necessary to keep such registration statement
effective and to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities covered by such registration
statement until such time as all of such Registrable Securities have been
disposed of in accordance with such registration statement and cause the
prospectus to be supplemented by any required prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 under the Securities
Act;

     

    (c)           furnish,
upon request, at no charge to the holders of the Registrable Securities, to each
holder of Registrable Securities to be included in such Registration and the
underwriter or underwriters, without charge, at least one copy of the signed
registration statement and any post-effective amendment thereto, and such number
of conformed copies thereof and such number of copies of the prospectus
(including each preliminary prospectus and each prospectus filed under
Rule 424 under the Securities Act), any amendments or supplements thereto
and any documents incorporated by reference therein, as such holder or
underwriter may reasonably request in order to facilitate the disposition of the
Registrable Securities being sold by such holder (it being understood that
Company consents to the use of the prospectus and any amendment or supplement
thereto by each holder of Registrable Securities covered by such registration
statement and the underwriter or underwriters, in connection with the offering
and sale of the Registrable Securities covered by the prospectus or any
amendment or supplement thereto);

     

    (d)           promptly
notify each holder of the Registrable Securities to be included in such
Registration and the underwriter or underwriters:

     

                      
(i)         of any stop order or
other order suspending the effectiveness of any registration statement, issued
or threatened by the SEC in connection therewith, and take all commercially
reasonable actions required to prevent the entry of such stop order or to remove
it or obtain withdrawal of it at the earliest possible moment if
entered;

     

                     
(ii)         when such registration
statement or any prospectus used in connection therewith, or any amendment or
supplement thereto, has been filed and, with respect to such registration
statement or any post-effective amendment thereto, when the same has become
effective;

     

                    
(iii)         of any written
request by the SEC for amendments or supplements to such registration statement
or prospectus or additional information; 

     

                    
(iv)        of the receipt by Company of
any notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky laws
of any jurisdiction; and

    


                    
(v)         following it becoming
aware thereof, notify the Stockholders of the occurrence of any event that makes
any statement made in a registration statement or prospectus untrue in any
material respect or that requires the making of any changes in a registration
statement or prospectus so that, in such regard, it shall not contain any untrue
statement of a material fact or omit any material fact required to be stated
therein or necessary to make the statements (in the case of a prospectus, in
light of the circumstances under which they were made), not
misleading;

     

    (e)          if
requested by the managing underwriter or underwriters, promptly incorporate in a
prospectus supplement or post-effective amendment such information relating to
such underwriting as the managing underwriter or underwriters reasonably request
to be included therein; and make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after being
notified of the matters incorporated in such prospectus supplement or
post-effective amendment; provided , however , that
Company shall not be required to take any action pursuant to this
Section 3.3(e) that would, in the opinion of counsel to the Company,
violate applicable Law;

     

    (f)          on
or prior to the date on which a Registration is declared effective, use all
commercially reasonable efforts to register or qualify, and cooperate with the
holders of Registrable Securities to be included in such Registration, the
underwriter or underwriters, if any, and their counsel, in connection with the
registration or qualification of the Registrable Securities covered by such
Registration for offer and sale under the securities or “blue sky” laws of each
state and other jurisdiction of the United States as any such holder or
underwriter reasonably requests in writing; use all commercially reasonable
efforts to keep each such registration or qualification effective, including
through new filings, or amendments or renewals, during the period such
registration statement is required to be kept effective; and do any and all
other acts or things reasonably necessary or advisable to enable the disposition
of the Registrable Securities in all such jurisdictions reasonably requested to
be covered by such Registration.

     

    (g)           in
connection with any sale pursuant to a Registration, cooperate with the holders
of Registrable Securities to be included in such Registration and the managing
underwriter or underwriters, to facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legends including, without
limitation, those set forth in Section 2.1) representing securities to be
sold under such Registration, and enable such securities to be in such
denominations and registered in such names as the managing underwriter or
underwriters, if any, or such holders may request;

     

    (h)           use
all commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities
within the United States and having jurisdiction over Company or any Subsidiary
as may be necessary to enable the seller or sellers thereof or the underwriter
or underwriters, as applicable, to consummate the disposition of such
securities;

     

    (i)           use
all commercially reasonable efforts to obtain such legal opinions and auditors’
consents as may be required by applicable Law;

     

    (j)           otherwise
comply with all applicable rules and regulations of the SEC, and make generally
available to its security holders (as contemplated by Section 11(a) under
the Securities Act) an earnings statement satisfying the provisions of
Rule 158 under the Securities Act no later than ninety (90) days after
the end of the twelve (12) month period beginning with the first month of
Company’s first fiscal quarter commencing after the effective date of the
registration statement, which statement shall cover said twelve (12) month
period;

     

    
      
         

      

      
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    (k)           use
all commercially reasonable efforts to cause its senior executive officers to
participate in “road shows” at the request of the underwriters in connection
with a Required Registration; provided , that such
senior executive officers shall not be required to participate in “road shows”
for more than two (2) Required Registrations;

    


    (l)          register
the Registrable Securities on trading on NASDAQ, or such other national
securities exchange where the Common Stock is registered for public
trading;

    


    (m)          provide
copies to Stockholders of “cold comfort” letters or other documents provided to
underwriters; and

    


    (n)          prior
to filing of a registration statement with the SEC, deliver to the Stockholders
and counsel for the Stockholders a copy of such registration
statement.

    


     

    SECTION 3.4  Registration
Expenses.

     

    Company
will pay all Registration Expenses in connection with each registration of
Registrable Securities, including, without limitation, any such registration not
effected by the Company.

     

    


    SECTION 3.5  Indemnification;
Contribution.

     

    (a)            Company
shall indemnify, to the fullest extent permitted by applicable Law, each holder
of Registrable Securities, its officers, directors, partners, employees and
agents, if any, and each Person, if any, who controls such holder within the
meaning of Section 15 of the Securities Act, against all losses, claims,
damages, liabilities (or proceedings in respect thereof) and expenses (under the
Securities Act or common law or otherwise), joint or several, resulting from any
violation by Company of the provisions of the Securities Act or any untrue
statement or alleged untrue statement of a material fact contained in any
registration statement or prospectus (and as amended or supplemented if amended
or supplemented) or any preliminary prospectus or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of any prospectus, in
light of the circumstances under which they were made) not misleading, except to
the extent that such losses, claims, damages, liabilities (or proceedings in
respect thereof) or expenses are caused by any untrue statement or alleged
untrue statement contained in, or by any omission or alleged omission from,
information concerning any holder of Registrable Securities furnished in writing
to Company by such holder expressly for use therein. No action or failure to act
on the part of the underwriters (whether or not such underwriter is an Affiliate
of any holder of Registrable Securities) shall affect the obligations of Company
to indemnify any holder of Registrable Securities or any other Person pursuant
to the preceding sentence. In connection with any underwritten offering pursuant
to Section 3.2, Company agrees to enter into an underwriting agreement in
customary form with the applicable underwriters, and Company agrees to indemnify
such underwriters, their officers, directors, employees and agents, if any, and
each Person, if any, who controls such underwriters within the meaning of
Section 15 of the Securities Act to the same extent as herein before
provided with respect to the indemnification of the holders of Registrable
Securities; provided  that
Company shall not be required to indemnify any such underwriter, or any officer,
director or employee of such underwriter or any Person who controls such
underwriter within the meaning of Section 15 of the Securities Act, to the
extent that the loss, claim, damage, liability (or proceedings in respect
thereof) or expense for which indemnification is claimed results from such
underwriter’s failure to send or give a copy of an amended or supplemented final
prospectus to the Person asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such amended or supplemented final
prospectus prior to such written confirmation and the underwriter was provided
with such amended or supplemented final prospectus.

     

    (b)            In
connection with any registration statement in connection with an offering in
which a holder of Registrable Securities is participating, each such holder,
severally and not jointly, shall indemnify, to the fullest extent permitted by
applicable Law, Company, each underwriter and their respective officers,
directors, employees and agents, if any, and each Person, if any, who controls
Company or such underwriter within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages, liabilities (or proceedings
in respect thereof) and expenses resulting from any untrue statement or alleged
untrue statement of a material fact in, or any omission or alleged omission of a
material fact required to be stated in, the registration statement or prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or
necessary to make the statements therein (in the case of any prospectus, in
light of the circumstances under which they were made) not misleading, but only
to the extent that such untrue statement is contained in, or such omission is
from, information so concerning a holder furnished in writing by such holder
expressly for use therein;
provided  that such holder’s obligations hereunder shall be
limited to an amount equal to the net proceeds to such holder of the Registrable
Securities sold pursuant to such registration statement.

     

    (c)            Any
Person entitled to indemnification under the provisions of this Section 3.5
shall (i) give prompt notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) permit such indemnifying
party to assume the defense of such claim, with counsel reasonably satisfactory
to the indemnified party; and if such defense is so assumed, such indemnifying
party shall not enter into any settlement without the consent of the indemnified
party if such settlement attributes liability to the indemnified party and such
indemnifying party shall not be subject to any liability for any settlement made
without its consent (which shall not be unreasonably withheld); and any
underwriting agreement entered into with respect to any registration statement
provided for under this Article III shall so provide. In the event an
indemnifying party shall elect not to assume the defense of a claim, such
indemnifying party shall not be obligated to pay the fees and expenses of more
than one counsel or firm of counsel for all parties indemnified by such
indemnifying party in respect of such claim.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (d)            If
for any reason the foregoing indemnity is unavailable, then the indemnifying
party shall contribute to the amount paid or payable by the indemnified party as
a result of such losses, claims, damages, liabilities or expenses (i) in
such proportion as is appropriate to reflect the relative benefits received by
the indemnifying party on the one hand and the indemnified party on the other or
(ii) if the allocation provided by clause (i) above is not permitted
by applicable Law or provides a lesser sum to the indemnified party than the
amount hereinafter calculated, in such proportion as is appropriate to reflect
not only the relative benefits received by the indemnifying party on the one
hand and the indemnified party on the other but also the relative fault of the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations. Notwithstanding the foregoing, no holder of
Registrable Securities shall be required to contribute any amount in excess of
the amount such holder would have been required to pay to an indemnified party
if the indemnity under Section 3.5(b) were available. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The obligation of any Person to
contribute pursuant to this Section 3.5 shall be several and not
joint.

     

    (e)            An
indemnifying party shall make payments of all amounts required to be made
pursuant to the foregoing provisions of this Section 3.5 to or for the
account of the indemnified party from time to time promptly upon receipt of
bills or invoices relating thereto or when otherwise due or
payable.

     

    (f)            The
indemnity and contribution agreements contained in this Section 3.5 shall
remain in full force and effect regardless of any investigation made by or on
behalf of a participating holder of Registrable Securities, its officers,
directors, agents or any Person, if any, who controls such holder as aforesaid,
and shall survive the Transfer of Equity Securities by such holder and the
termination of this Agreement for any reason.

     

    SECTION 3.6  Holdback
Agreements.  

     

    Each
Stockholder agrees not to sell, make any short sale of, grant any option for the
purchase of, or otherwise dispose of any Equity Securities, other than those
Registrable Securities included in such Registration pursuant to
Section 3.1 or 3.2(a), for the seven (7) days prior to and the ninety
(90) days after the effectiveness of the registration statement pursuant to
which such offering shall be made (or such longer periods as may be advised by
the underwriter with respect to the applicable offering but in any event not to
exceed thirty (30) days prior to and ninety (90) days after the
effectiveness of such registration statement). Company agrees that it and its
executive officers will be subject to the holdback period requested by the
underwriters of a Required Registration, if any, pursuant to this
Section 3.6 to the extent that such underwriters determine such holdback by
Company and its executive officers is reasonably necessary for the successful
offering and sale of all Registrable Securities in connection with such
registration.

     

    SECTION 3.7  Availability
of Information.

     

    The
Company shall cooperate with each Stockholder who is a holder of any Registrable
Securities in supplying such information as may be reasonably necessary for such
holder to complete and file any information reporting forms presently or
hereafter required by the SEC as a condition to the availability of an exemption
from the Securities Act for the sale of any Registrable Securities.

     

    SECTION 3.8  Information
Concerning Stockholders.  

     

    It shall
be a condition precedent to the obligations of the Company to include the
Registrable Securities of any selling Stockholder in any registration statement
or prospectus, as the case may be, that such selling Stockholder shall take the
actions described in this Section 3.8:

     

    (a) each
selling Stockholder that has requested inclusion of its Registrable Securities
in any registration statement shall furnish to the Company in writing all
information as may be necessary to make the information previously furnished to
the Company by such Stockholder, in light of the circumstances under which it
was made, not misleading, any other information regarding such Stockholder and
the distribution of such Registrable Securities as may be required to be
disclosed in the prospectus or registration statement under applicable Law or
pursuant to SEC comments and any information otherwise reasonably requested from
time to time by the Company to comply with applicable Law or regulations,
including, without limitation, (i) the then current name and address of
such Stockholder(s), (ii) the aggregate number of Registrable Securities
requested to be registered, (iii) the total number of Registrable
Securities then held by such Stockholder(s), (iv) the intended means of
distribution, and (v) any other information required to be disclosed with
respect to such Stockholder or such Stockholder’s Registrable Securities in the
registration statement or related prospectus by the Securities Act;

     

    (b) each
selling Stockholder shall promptly (i) following it becoming aware thereof,
notify the Company of the occurrence of any event that makes any statement made
in a registration statement or prospectus regarding such selling Stockholder
untrue in any material respect or that requires the making of any changes in a
registration statement or prospectus so that, in such regard, it shall not
contain any untrue statement of a material fact or omit any material fact
required to be stated therein or necessary to make the statements (in the case
of a prospectus, in light of the circumstances under which they were made), not
misleading and (ii) in connection with providing such notice, provide the
Company with such information in its possession as may be required to enable the
Company to prepare a supplement or post-effective amendment to any such
registration statement or a supplement to such prospectus;

     

    (c) with
respect to any registration statement for an underwritten offering, the
inclusion of a Stockholder’s Registrable Securities therein shall be
conditioned, at the managing underwriter’s request, upon the execution and
delivery by such Stockholder of an underwriting agreement as may be negotiated
by the Company;

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (d) any
sale of any Registrable Securities by any Stockholder shall constitute a
representation and warranty by such Stockholder that the prospectus delivered by
such Stockholder does not as of the time of such sale contain any untrue
statement of a material fact relating to the information expressly provided in
writing by such Stockholder for inclusion in such prospectus and that such
prospectus does not as of the time of such sale omit to state any material fact
relating to the information expressly provided in writing by such Stockholder
for inclusion in such prospectus necessary to make the statements in such
prospectus, in light of the circumstances under which they were made, not
misleading; and

     

    (e) no
Stockholder shall use, distribute or otherwise disseminate any “free writing
prospectus”, as defined in Rule 405 under the Securities Act, in connection
with the sale of Registrable Shares under the Shelf Registration Statement,
without the prior written consent of the Company.

     

    


    ARTICLE IV


     

    MISCELLANEOUS

     

    SECTION 4.1  Entire
Agreement.  

     

    This
Agreement, including the schedules hereto and any other documents referred to
herein which form a part hereof, contains the entire understanding of the
parties hereto with respect to the subject matter contained herein and therein.
This Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.

     

    SECTION 4.2  Table of
Contents; Captions.  

     

    The table
of contents and the Article and Section captions used herein are for reference
purposes only, and shall not in any way affect the meaning or interpretation of
this Agreement.

     

    SECTION 4.3  Counterparts.  

     

    This
Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one instrument.

     

    SECTION 4.4  Notices.

     

    Any
notice or other communication required or permitted under this Agreement shall
be deemed to have been duly given (i) five (5) Business Days following
deposit in the mails if sent by registered or certified mail, postage prepaid,
(ii) when sent, if sent by facsimile transmission, if receipt thereof is
confirmed by telephone, (iii) when delivered, if delivered personally to
the intended recipient and (iv) two (2) Business Days following
deposit with a nationally recognized overnight courier service, in each case
addressed as follows:

     

    If to
Company, to:

     

    General
Finance Corporation

    39 East
Union Street

    Pasadena,
CA 91103

    Facsimile:  (626)
795-8090

     

    and if to
any of the Stockholders, to the addresses or facsimile numbers set forth
opposite each of their names on Schedule I attached hereto; or such other
addresses or number as shall be furnished in writing by any such
party.

     

    SECTION 4.5  Successors
and Assigns.  

     

    This
Agreement shall be binding upon and inure to the benefit of the Company, the
Stockholders and their respective successors and Permitted Transferees. Any or
all of the rights of a Stockholder under this Agreement may be assigned or
otherwise conveyed by any Stockholder only in connection with a Transfer of
Equity Securities which is in compliance with this Agreement.

     

    SECTION 4.6  Governing
Law.  

     

    The
interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of Delaware, without regard
to the principles of conflicts of laws thereof.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    SECTION 4.7  Submission
to Jurisdiction.  

     

    (a) Each
of the parties hereto hereby irrevocably acknowledges and consents that any
legal action or proceeding brought with respect to any of the obligations
arising under or relating to this Agreement may be brought in the courts of the
State of California, County of Los Angeles or in the United States District
Court for the Central District of California and each of the parties hereto
hereby irrevocably submits to and accepts with regard to any such action or
proceeding, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each
party hereby further irrevocably waives any claim that any such courts lack
jurisdiction over such party, and agrees not to plead or claim, in any legal
action or proceeding with respect to this Agreement or the transactions
contemplated hereby brought in any of the aforesaid courts, that any such court
lacks jurisdiction over such party. Each party irrevocably consents to the
service of process in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such party, at its
address for notices set forth in Section 5.4, such service to become
effective ten (10) days after such mailing. Each party hereby irrevocably
waives any objection to such service of process and further irrevocably waives
and agrees not to plead or claim in any action or proceeding commenced hereunder
or under any other documents contemplated hereby that service of process was in
any way invalid or ineffective. Subject to Section 5.7(b), the foregoing
shall not limit the rights of any party to serve process in any other manner
permitted by law.

     

    (b) The
parties hereto agree that any judgment obtained by any party hereto or its
successors or assigns in any action, suit or proceeding referred to above may,
in the discretion of such party (or its successors or assigns), be enforced in
any jurisdiction, to the extent permitted by applicable Law.

     

    (c) The
parties hereto agree that the remedy at law for any breach of this Agreement may
be inadequate and that should any dispute arise concerning any matter hereunder,
this Agreement shall be enforceable in a court of equity by an injunction or a
decree of specific performance. Such remedies shall, however, be cumulative and
nonexclusive, and shall be in addition to any other remedies which the parties
hereto may have.

     

    (d) The
prevailing party or parties in any legal action or proceeding brought with
respect to any of the obligations arising under or relating to this Agreement
shall be entitled to receive from the losing party or parties all costs and
expenses, including reasonable counsel fees, incurred by the prevailing party or
parties.

     

    SECTION 4.8  Third
Party Beneficiaries.  

     

    Each
party hereto intends that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any Person other than the parties hereto,
provided, however, the persons entitled to indemnification under Section 3.5
shall be third-party beneficiaries hereof.

     

    SECTION 4.9  Confidentiality.  

     

    Each
Stockholder hereby agrees that it shall keep (and shall use all commercially
reasonable efforts to cause its directors, officers, general and limited
partners, employees, representatives and outside advisors and its Affiliates to
keep) all non-public information relating to Company received by it in
connection with any Registration confidential except information which
(a) becomes known to such Stockholder from a source, other than Company,
its directors, officers, employees, representatives or outside advisors, which
source, to the actual knowledge of such Stockholder, is not obligated to Company
to keep such information confidential or (b) is or becomes generally
available to the public through no breach of this Agreement by such Stockholder.
Company and each Stockholder agrees that (i) such non-public information
may be communicated to the directors, officers, general and limited partners,
employees, representatives, outside advisors and Affiliates of such Stockholder
and (ii) such Stockholder will use all commercially reasonable to cause its
directors, officers, general and limited partners, employees, representatives,
outside advisors or Affiliates to keep such non-public information confidential.
Notwithstanding the foregoing, a Stockholder may disclose non-public information
if required to do so upon request for disclosure pursuant to a federal or state
freedom of information statute or by a court of competent jurisdiction or by any
governmental agency;  provided
however , that, to the extent permitted by law, prompt notice of such
required disclosure be given to Company prior to the making of such disclosure
so that Company may seek a protective order or other appropriate remedy. In the
event that such protective order or other remedy is not obtained, the
Stockholder required to disclose the non-public information will disclose only
that portion which such party is legally required to be disclosed and will
request that confidential treatment be accorded such portion of the non-public
information.

     

    SECTION 4.10  Amendments;
Waivers.  

     

    No
provision of this Agreement may be amended, modified or waived without the prior
written consent of the Company and holders of more than ninety percent (90%) of
the issued and outstanding Registrable Securities, collectively. Notwithstanding
the foregoing, the addition of parties to this Agreement in accordance with its
terms shall not be deemed to be an amendment, modification or waiver requiring
the consent of any Stockholder.

     

    SECTION 4.11  No
Strict Construction.  

     

    The
parties hereto have participated jointly in the negotiation and drafting of this
Agreement. In the event any ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by all parties
hereto, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provision of this
Agreement.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    SECTION 4.12  Specific
Performance.  

     

    Company
and each Stockholder agrees that irreparable damages would occur to Company or
such Stockholder, as the case may be, if any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each of Company and each Stockholder
shall be entitled to seek an injunction or injunctions to prevent actual
breaches of this Agreement by Company or the Stockholders, as the case may be,
and to enforce specifically the terms and provisions hereof in the courts
referenced in Section 4.7 (or, on a preliminary basis in order to preserve
the status quo pending a decision of the courts referenced in Section 4.7,
or in order to enforce a judgment of the courts referenced in Section 4.7,
in any court of competent jurisdiction), in addition to having any other
remedies to which the Company or such Stockholder is entitled at law or in
equity and without the necessity of proving damages or posting a bond or other
security.

    


    SECTION
4.13  Several
Liability

    


    No
Stockholder shall have any liability or obligations hereunder for any covenant
of, or breach hereof by, any other Stockholder.

     

    



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first set forth above.

     

    


    GENERAL
FINANCE CORPORATION

    


    


    By:______________________________

    Name:

    Title:

     

    
      	 
      	 
      	 
      


    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              STOCKHOLDERS:

            


    

     

    
      	
               
      

            	
              __________________________

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    
      	
               

              Schedule I

               

               

              STOCKHOLDERS

               

            
	
              Name of Stockholder

            	
              Number of Shares

            	
              Notice Address