exv10w8



 




Exhibit 10.8



PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT



     PRIVATE PLACEMENT
WARRANT PURCHASE AGREEMENT (this “Agreement”)
made as of March 22, 2006
among General Finance Corporation, a Delaware corporation (the “Company”),
Morgan Joseph & Co. Inc. (“Morgan Joseph”) as representative of the underwriters of the IPO
(as defined below) (solely for the purposes of Sections 4 and 6
hereof), and Ronald F. Valenta and
John O. Johnson (the “Purchasers”).



     Whereas, the Company has filed with the Securities and Exchange Commission a registration
statement on Form S-1, as amended (File No. 333-129830) (the “Registration Statement”), in
connection with the Company’s initial public offering (the “IPO”) of units, each unit
(“Unit”) consisting of (i) one share of the Company’s common stock, $0.0001 par value (the
“Common Stock”), and (ii) one warrant (the “Warrant”), each Warrant to purchase one
share of Common Stock; and



     Whereas, pursuant to the terms and conditions hereof, the Company desires to sell, and the
Purchasers desire to acquire, in a private placement, an aggregate of 583,333 Warrants (sold
separately and not in combination with the Common Stock) (the “Placement Warrants”);



     Now, Therefore, for and in consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto do hereby agree as follows:



     1. Purchase of Placement Warrants. Each Purchaser hereby agrees to purchase the number of
Placement Warrants set forth under his name on the signature page hereof, at a purchase price of
$1.20 per Placement Warrant. (the “Purchase Price”). The Placement Warrants shall carry
rights and terms identical to those possessed by the Warrants issued in the IPO, except that (i) a
Purchaser may not sell, transfer, assign, gift, create a security interest in, or otherwise dispose
of, with or without consideration (collectively, “Transfer”) any Placement Warrant until
such time as the Company has completed a Business Combination (as defined in the Company’s Amended
and Restated Certificate of Incorporation), (ii) the Placement Warrants will not initially be
registered under the Securities Act of 1933, as amended (the
“Securities Act”) and (iii)  the shares of Common Stock issuable upon exercise of the Placement
Warrants (the “Warrant Shares”), will be entitled to registration rights under the Amended
and Restated Registration Rights Agreement (the “Registration Rights Agreement”) to be
signed contemporaneously herewith between the Purchasers, the Company and certain other parties
thereto. The Transfer restriction set forth in (i) above shall not apply, with respect to a
Purchaser, to Transfers (a) by gift to an immediate family member of such Purchaser or to a trust,
the beneficiary of which is such Purchaser or a member of the immediate family of such Purchaser;
(b) by virtue of the laws of descent and distribution upon death of any Purchaser, or (c) pursuant
to a qualified domestic relations order ; provided, however, that such permissive
Transfers may be implemented only upon the respective transferee’s written agreement to be bound by
the terms and conditions of this Agreement as a Purchaser. Except as specifically provided in this
Agreement, the terms of the Placement Warrants shall in all other respects be as set forth in the
Warrant Agreement relating to the Warrants issued in the IPO. In the event of any conflict between
this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein
by reference, this Agreement shall control.



 









 





     2. Closing. The closing of the purchase and sale of the Placement Warrants (the
“Closing”) will take place immediately prior the closing of the IPO. At the Closing, the
Purchasers shall pay the Purchase Price by wire transfer of funds to the trustee of the trust
account described in the Registration Statement into which the Company will deposit a portion of
the net proceeds of the IPO (the “Trust Account”). The certificates for the Placement
Warrants shall be delivered to the Purchasers promptly after the closing of the IPO.



     3. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and
warrants to the Company that:



          3.1 He is acquiring the Placement Warrants, and will acquire the Warrant Shares, for his own
account, for investment purposes only.




          3.2 He understands that an investment in the Placement Warrants and Warrant Shares involves a
high degree of risk, and he has the financial ability to bear the economic risk of this investment
in the Placement Warrants and Warrant Shares, including a complete loss of such investment. He has
adequate means for providing for his current financial needs and has no need for liquidity with
respect to this investment.




          3.3 He has such knowledge and experience in financial and business matters that he is capable
of evaluating the merits and risks of an investment in the Placement Warrants and Warrant Shares
and in protecting his own interest in connection with this transaction.




          3.4 He understands that the Placement Warrants have not been, and the Warrant Shares will not
be, registered under the Securities Act, or under any state securities laws. He is familiar with
the provisions of the Securities Act and Rule 144 thereunder and understands that the restrictions
on transfer on the Placement Warrants and Warrant Shares may result in his being required to hold
the Placement Warrants and Warrant Shares for an indefinite period of time.




          3.5 He is an “accredited investor” within the meaning of Regulation D under the Securities
Act.




          3.6 He agrees not to Transfer any of the Placement Warrants or the Warrant Shares except in
accordance with Section 1 hereof and pursuant to an effective registration statement under the
Securities Act or an exemption from registration. As a further condition to any such Transfer,
except in the event that such Transfer is made pursuant to an effective registration statement
under the Securities Act, if in the reasonable opinion of counsel to the Company any Transfer of
the Placement Warrants or Warrant Shares by the contemplated transferee thereof would not be exempt
from the registration and prospectus delivery requirements of the Securities Act, the Company may
require the contemplated transferee to furnish the Company with an investment letter setting forth
such information and agreements as may be reasonably requested by the Company to ensure compliance
by such transferee with the Securities Act.




          3.7 He has the full right, power and authority to enter into this Agreement, and this
Agreement is a valid and legally binding obligation enforceable against him in accordance with its
terms.




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     4. Waiver of Claims; Indemnification. The Purchasers hereby waive any and all rights to assert
any present or future claims, including any right of rescission, against the Company, Morgan Joseph
or the other underwriters in the IPO with respect to its purchase of the Placement Warrants, and
the Purchasers agree to indemnify and hold the Company, Morgan Joseph and the other underwriters in
the IPO harmless from all losses, damages or expenses that relate to claims or proceedings brought
against the Company, Morgan Joseph or such other underwriters by the Purchasers of the Placement
Warrants or its transferees, heirs, assigns or any subsequent holders of the Placement Warrants.



     5. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. This Agreement or any counterpart may be executed via
facsimile transmission, and any such executed facsimile copy shall be treated as an original.



     6. Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction.
The Purchasers hereby (i) agree that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement (a “Proceeding”) shall be brought and enforced in the
courts of the State of New York of the United States of America for the Southern District of New
York, and irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive, (ii)
waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum; and (iii) irrevocably agree to appoint, at the expense of the Company, prior to the
effectiveness of the Registration Statement, a person or entity acceptable to Morgan Joseph, as
agent for the service of process in the State of New York to receive, for the Purchasers and on
their behalf, service of process in any Proceeding (and Morgan Joseph agrees that CT Corporation
System is an acceptable agent). If for any reason such agent is unable to act as such, the
Purchasers will promptly notify the Company and Morgan Joseph and appoint a substitute agent
acceptable to Morgan Joseph within 30 days and nothing in this letter will affect the right of
either party to serve process in any other manner permitted by law.



     7. Effectiveness; Termination. This
Agreement shall become effective upon the effective date of the Registration Statement. If the Registration Statement does not become
effective by June 30, 2006, this Agreement shall terminate and expire with no obligation or liability
upon the part of any party to this Agreement.






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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	GENERAL FINANCE CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ RONALD F. VALENTA 
	 	          /s/ RONALD F. VALENTA 
	 

	 	 
	 	 
	 

	 	Name: Ronald F. Valenta	 	          Ronald F. Valenta
	 

	 	Title:   President
	 	 
	 

	 	 	 	          Number of Placement Warrants To Be
	 

	 	 	 	          Purchased:    466,666
	 
	 	 	 	 
	MORGAN JOSEPH & CO. INC.
	as representative of the underwriters
	 
	 	 	 	 
	By:

	 	/s/ FREDERICK H. JOSEPH 
	 	          /s/
JOHN O. JOHNSON 
	 

	 	 
	 	 
	 

	 	Name: Frederick H. Joseph
	 	          John O. Johnson
	 

	 	Title: Managing Director	 	 
	 

	 	 	 	          Number of Placement Warrants To Be
	 

	 	 	 	          Purchased:    116,667





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