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EXHIBIT 10.5




AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT




     THIS AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of
March 3, 2006, by and among General Finance Corporation, a Delaware corporation (the
“Company”), and the persons executing this Agreement as Investors (each, an
“Investor” and collectively, the “Investors”).



     WHEREAS, the Initial Investors own all of the outstanding Common Stock of the Company as of
the date of this Agreement;



     WHEREAS, each Investor is a stockholder of the Company, and either purchased or acquired such
stock directly from the Company or from a stockholder who is or was an “Investor” under this
Agreement;









     WHEREAS,
the Company and the Initial Investors entered into a Registration
Rights Agreement dated November 15, 2005 (the “Original
Agreement”);










     WHEREAS,
the Company and the Initial Investors desire to amend and restate the Original Agreement;







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


1. DEFINITIONS. The following capitalized terms used herein have the following meanings:




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



     “Company” is defined in the preamble to this Agreement.



     “Demand Registration” is defined in Section 2.1.1.



     “Demanding Holders” means Investors who have properly demanded that the Company
include some or all of their Registrable Securities in a Registration.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.



     “Excluded Offering” means: (a) the IPO, and (b) an offering of securities by the
Company: (i) in connection with any employee stock option or other benefit plan; (ii) in connection
with a dividend reinvestment plan; (iii) that are convertible into equity securities of the
Company.



     “Form S-3” is defined in Section 2.3.



     “Indemnified Party” is defined in Section 4.3.



     “Indemnifying Party” is defined in Section 4.3.



 









 





     “Initial
Investors” means Ronald F. Valenta, John O. Johnson, Marc
Perez, James B. Roszak, Lawrence
Glascott, Manuel Marrero and David M. Connell.



     “Initiating Investors” is defined in Section 2.1.1.



     “Investor” is defined in the preamble to this Agreement.



     “Investor Indemnified Party” is defined in Section 4.1.



     “IPO” shall mean the Company’s initial public offering of securities pursuant to a
registration statement under the Securities Act.



     “Maximum Number of Shares” is defined in Section 2.1.4.



     “Notices” is defined in Section 5.2.



     “Original
Agreement” is defined in the Recitals.




     “Piggyback Registration” is defined in Section 2.2.



     “Registrable Securities” mean all of the shares of Common Stock owned or held by the
Initial Investors as of the date of this Agreement, or acquired from
the Company prior to the initial closing of the IPO, or which may be
acquired upon exercise of options or warrants issued by the Company
prior to the initial closing of the IPO, and any shares of Common Stock issued with
respect to such Common Stock as a result of any stock split or stock dividend; provided,
however, that such shares of Common Stock shall cease to be Registrable Securities: (a)
upon sale or transfer pursuant to an effective registration statement under the Securities Act; or
(b) when all Registrable Securities held by an Investor can be publicly sold by such Investor under
Rule 144 within any three-month period.



     “Registration” means a Demand Registration, a Piggyback Registration or a registration
on Form S-3 pursuant to Section 2.3 of this Agreement.



     “Registration Statement” means, with respect to a Registration, the registration
statement, as amended, filed by the Company with the SEC in compliance with the Securities Act and
the rules and regulations promulgated thereunder for such Registration.



     “Release
Date” means the date on which any Registrable Securities are disbursed from
escrow entered into in connection with the IPO or released from
contractual transfer restrictions.



     “SEC” means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder, all as the same shall be in effect at the time.



     “Underwriter” means a securities dealer who purchases any Registrable Securities as
principal in an underwritten offering and not as part of such dealer’s market-making activities



     “Unit Purchase Option” shall mean the Unit Purchase Option issued to the
representative or representatives of the underwriters in connection with the IPO.



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2. DEMAND REGISTRATION.




     2.1 Demand Registration.



          2.1.1
Request for Registration. At any time and from time to time
after three months prior to a Release Date, Investors
holding a majority of the outstanding Registrable Securities (the “Initiating Investors”)
may make a written demand (the “Initial Demand Notice”) for registration under the
Securities Act of all or part of their Registrable Securities that
they may sell on such Release Date (a “Demand Registration”).
Any demand for a Demand Registration shall specify the number of shares of Registrable Securities
proposed to be sold and the intended method(s) of distribution thereof. The Company will notify
all other Investors of the demand and, subject to Section 2.1.4, shall include in the Demand
Registration the Registrable Securities that each such Investor requests be included in writing
within 15 days after receipt of the notice from the Company. The Company shall not be obligated to
effect more than two Demand Registrations under this Section 2.1.1 in respect of Registrable
Securities.




          2.1.2 Effective Registration. A Registration will not count as a Demand Registration
until the Registration Statement filed with the SEC with respect to such Demand Registration has
been declared effective; provided, however, that (a) if such a majority in interest
of the Demanding Holders request withdrawal of the Registration Statement prior to its
effectiveness, such Registration will count as a Demand Registration unless the Demanding Holders
reimburse the Company for its out-of-pocket costs and expenses incurred prior to such withdrawal
within 30 days after receipt of invoice therefor from the Company; and (b) once the Registration
Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand
Registration is interfered with by any stop order or injunction of the SEC or any other
governmental agency or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until (i) such stop order or
injunction is removed, rescinded or otherwise terminated, and (ii) Demanding Holders holding a
majority of the Registrable Securities that have not be sold pursuant to the Registration Statement
thereafter elect to continue the offering; provided, further, that the Company
shall not be obligated to file a second Registration Statement until a Registration Statement that
has been filed is counted as a Demand Registration or is terminated..




          2.1.3 Filing Registration Statement. The Company shall, as expeditiously as possible
and in any event within 60 days after receipt of the Initial Demand Notice, prepare and file with
the SEC a Registration Statement on any form for which the Company then qualifies or which counsel
for the Company shall deem appropriate and which form shall be available for the sale of all
Registrable Securities to be registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its best efforts to cause such Registration Statement to become
and remain effective for the period required by Section 2.1.5; provided, however,
that the Company shall have the right to defer any Demand Registration for up to 60 days if the
Company shall furnish to the Demanding Holders a certificate signed by the Chief Executive Officer
or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of
the Company, it would be materially detrimental to the Company and its stockholders for such
Registration Statement to be effected at such time; provided further,
however, that the Company shall not have the right to exercise the right set forth in the




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immediately preceding proviso more than twice in any 365-day period in respect of a Demand
Registration hereunder.




          2.1.4 Underwritten Offering.




               (a) Election for Underwritten Offering. If the Initiating Investors so elect and
advise the Company as part of the Initial Demand Notice, the offering of such Registrable
Securities pursuant to such Demand Registration shall be in the form of a firm commitment
underwritten offering with such managing Underwriter or Underwriters selected by the Initiating
Investors, subject to reasonable approval of the Company. In such event, the right of any Investor
to include its Registrable Securities in such registration shall be conditioned upon such
Investor’s participation in such firm commitment underwritten offering and the inclusion of such
Investor’s Registrable Securities in the underwriting to the extent provided herein.



               (b) Reduction of Offering. If the managing Underwriter or Underwriters for a Demand
Registration that is to be a firm commitment underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or
other securities which the Company desires to sell and the shares of Common Stock, if any, as to
which registration has been requested pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar
amount or maximum number of shares that can be sold in such offering without adversely affecting
the proposed offering price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of shares, as applicable, the
“Maximum Number of Shares”), then the Company shall include in such registration: (i)
first, the Registrable Securities as to which Demand Registration has been requested by the
Demanding Holders (pro rata in accordance with the number of shares that each such Holder has
requested be included in such registration, regardless of the number of shares held by each such
Holder (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other
securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities
registrable pursuant to the terms of the Unit Purchase Option as to which “piggy-back” registration
has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (iv) fourth, to the extent that the Maximum Number of Shares have not been
reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other
securities for the account of other persons that the Company is obligated to register pursuant to
written contractual arrangements with such persons and that can be sold without exceeding the
Maximum Number of Shares.



               (c) Underwriting Agreement. If the offering pursuant to the Demand Registration will
be in the form of a firm commitment underwritten offering, the Company shall enter into an
underwriting agreement with the managing Underwriter(s) in form and substance reasonably
satisfactory to the Company, which agreement shall contain such representations,



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warranties and covenants by the Company and such other terms as are customarily contained in
agreements of that type. In addition, and as a condition to including their Registrable Securities
in the Demand Registration, each Demanding Holder must: (i) enter into the underwriting agreement
in a form approved by a majority-in-interest of the Initiating Holders; and (ii) execute
appropriate custody agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering.




               (d) Blue Sky Filings. The Company agrees to use its reasonable best efforts to
qualify or register the Registrable Securities in such states as are reasonably requested by the
Initiating Investors; provided, however, that in no event shall the Company be
required to register the Registrable Securities in a state in which such registration (i) would
cause the Company to be obligated to qualify to do business in such state, (ii) would subject the
Company to taxation as a foreign corporation doing business in such jurisdiction or (iii) would
require the principal stockholders of the Company to be obligated to escrow their shares of capital
stock of the Company.



          2.1.5 Period of Effectiveness. The Company shall cause any Registration Statement
filed pursuant to the Demand Registration to remain effective until the first to occur of (a) sale
or transfer of all the Registrable Securities included in such Registration Statement and (b) 180
days from the effective date of such Registration Statement, which period shall be extended by the
number of days in such period that the Company has advised the Demanding Holders cannot sell their
Registrable Securities under the registration statement as provided under Section 3.2 of this
Agreement.




     2.2 Piggyback Registration.



          2.2.1 Piggyback Registration. If at any time on or after the Release Date the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering for
cash of equity securities, or securities or other obligations exercisable or exchangeable for, or
convertible into, equity securities, by the Company for its own account or for stockholders of the
Company for their account, other than an Excluded Offering, then the Company shall (a) give written
notice of such proposed filing to the Investors as soon as practicable but in no event less than 10
days before the anticipated filing date, which notice shall describe the amount and type of
securities to be included in such offering, the intended method(s) of distribution, and the name of
the proposed managing Underwriter or Underwriters, if any, of the offering, and (b) subject to
Section 2.2.2, include in the Registration Statement for such offering such number of shares of
Registrable Securities as such Investors may request in writing within five days following receipt
of such notice (a “Piggyback Registration”). If the offering involves an Underwriter or
Underwriters, as a condition to including Registrable Securities in the Piggyback Registration, the
Investor must enter into an underwriting agreement in customary form with the Underwriter or
Underwriters selected for such Piggyback Registration.




          2.2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a
Piggyback Registration that is to be a firm commitment underwritten offering advises the Company
and the Demanding Holders in writing that the dollar amount or number of shares of Registrable
Securities which the Demanding Holders desire to sell, taken together with all other




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shares of Common Stock or other securities which the Company desires to sell and the shares of
Common Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights held by other stockholders of the Company who desire to sell,
exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering
without adversely affecting the proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar amount or maximum number of
shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in
such Registration:




               (a) If the Registration is undertaken for the Company’s account: (i) first, the shares of
Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; and (ii) to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (i), the shares of Common Stock or other securities
for the account of the Demanding Holders and other persons that the Company is obligated to
register pursuant to written contractual piggy-back registration rights with such persons and that
can be sold without exceeding the Maximum Number of Shares.



               (b) If the registration is a “demand” registration undertaken at the demand of persons other
than the Investors, (i) first, the shares of Common Stock or other securities for the account of
the demanding persons that can be sold without exceeding the Maximum Number of Shares; (ii) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), the shares of Common Stock or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (i) and (ii) collectively, the
shares of Common Stock or other securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements with such persons that can be
sold without exceeding the Maximum Number of Shares.



          2.2.3 Withdrawal. Any Demanding Holder may elect to withdraw such Holder’s request
for inclusion of Registrable Securities in any Piggyback Registration by giving written notice to
the Company of such request to withdraw prior to the effectiveness of the Registration Statement.
The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a registration statement at any
time prior to the effectiveness of the Registration Statement.




     2.3 Registrations on Form S-3. The Investors may at any time and from time to time,
request in writing that the Company register the resale of any or all of such Registrable
Securities on Form S-3 or any similar short-form registration which may be available at such time
(“Form S-3”); provided, however, that the Company shall not be obligated to
effect such request through an underwritten offering. The Company will notify all other Investors
of the demand and shall include in the Demand Registration the Registrable Securities that each
such Investor requests be included in writing within 15 days after the receipt by the notice from
the Company. Notwithstanding the foregoing, the Company shall not be obligated to file a
Registration under this Section 2.3 if the aggregate price to the public of all securities to be
included in such



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Registration is less than $500,000. Registrations effected pursuant to this Section 2.3 shall
not be counted as Demand Registrations effected pursuant to Section 2.1.


3. REGISTRATION PROCEDURES.




     3.1 Certain Covenants. In connection with each Registration:



          3.1.1 Copies of Registration Statement. The Company shall furnish without charge to
the Demanding Holders copies of such Registration Statement as proposed to be filed, each amendment
and supplement to such Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such Registration
Statement (including each preliminary prospectus), and such other documents as the Demanding
Holders may request in order to facilitate the disposition of the Registrable Securities owned by
such Holders.




          3.1.2 Notification. After the filing of a Registration Statement, the Company shall
promptly, and in no event more than two business days after such filing, notify the Demanding
Holders of such filing, and shall further notify such Holders promptly and confirm such advice in
writing in all events within two business days of the occurrence of any of the following: (a) when
such Registration Statement becomes effective; (b) when any post-effective amendment to such
Registration Statement becomes effective; (c) the issuance or threatened issuance by the SEC of any
stop order (and the Company shall take all actions required to prevent the entry of such stop order
or to remove it if entered); and (d) any request by the SEC for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of the securities covered by such Registration
Statement, such prospectus will not contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein not
misleading, and promptly make available to the holders of Registrable Securities included in such
Registration Statement any such supplement or amendment.




          3.1.3 Records. The Company shall make available for inspection by the Demanding
Holders, any Underwriter participating in any disposition pursuant to such registration statement
and any attorney, accountant or other professional retained by any Demanding Holder or any such
Underwriter, all financial and other records, pertinent corporate documents and properties of the
Company, as shall be necessary to enable them to exercise their due diligence responsibility, and
cause the Company’s officers, directors and employees to supply all information requested by any of
them in connection with such Registration Statement.




          3.1.4 Opinions and Comfort Letters. Upon request of a Demanding Holder, the Company
shall furnish to such Demanding Holder a signed counterpart, addressed to such Holder, of (i) any
opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the
Company’s independent public accountants delivered to any Underwriter.




          3.1.5 Earnings Statement. The Company shall comply with all applicable rules and
regulations of the SEC and the Securities Act, and make available to its stockholders, as





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soon as practicable, an earnings statement covering a period of 12 months, beginning within
three months after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.




               3.1.6 Listing. The Company shall use its best efforts to cause all Registrable
Securities included in any Registration to be listed on such exchanges or otherwise designated for
trading in the same manner as similar securities issued by the Company are then listed or
designated.



     3.2 Obligation to Suspend Distribution. Each Investor agrees, that upon receipt of
any notice from the Company of the happening of any event as a result of which the prospectus
included in the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then existing, such Investor
will immediately discontinue disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Demanding Holder’s receipt of the copies
of a supplemental or amended prospectus, and, if so desired by the Company, such Demanding Holder
shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company
a certificate of such destruction) all copies, other than permanent file copies then in such
Demanding Holder’s possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.



     3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in
connection with each Registration and all expenses incurred in performing or complying with its
other obligations under this Agreement, whether or not the Registration Statement becomes
effective, including, without limitation: (a) all registration and filing fees; (b) fees and
expenses of compliance with securities or “blue sky” laws (including fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable Securities); (c) printing
expenses; (d) the Company’s internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (e) the fees and expenses incurred in connection with the
listing of the Registrable Securities as required by Section 3.1.6; (f) National Association of
Securities Dealers, Inc. fees; (g) fees and disbursements of counsel for the Company and fees and
expenses for independent certified public accountants retained by the Company; (h) the fees and
expenses of any special experts retained by the Company in connection with such Registration; and
(i) the fees and expenses of one legal counsel for all holders of securities included in such
Registration. The Company shall have no obligation to pay any underwriting discounts or selling
commissions attributable to the Registrable Securities being sold by the Demanding Holders, which
underwriting discounts or selling commissions shall be borne by such Demanding Holders.
Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the
expenses of the Underwriter pro rata in proportion to the respective amount of shares each is
selling in such offering.



     3.4 Information. In order to include Registrable Securities in any Registration, the
Demanding Holders shall provide such information as may reasonably be requested by the Company, or
the managing Underwriter, if any, in connection with the preparation of any Registration Statement,
including amendments and supplements thereto, in order to effect the registration of any
Registrable Securities under the Securities Act pursuant to Section 2 and in



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connection with the Company’s obligation to comply with federal and applicable state
securities laws.


4. INDEMNIFICATION AND CONTRIBUTION.




     4.1 Indemnification by the Company. In connection with each Registration, the Company
agrees to indemnify and hold harmless each Demanding Holder, and each of its respective officers,
employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls such Demanding Holder (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against
any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising
out of or based upon any untrue statement (or allegedly untrue statement) of a material fact
contained in any Registration Statement under which the sale of such Registrable Securities was
registered under the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, or arising out of or based upon any omission (or alleged omission) to state
a material fact required to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act or any rule or regulation
promulgated thereunder applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration; and the Company shall promptly reimburse the
Investor Indemnified Party for any legal and any other expenses reasonably incurred by such
Investor Indemnified Party in connection with investigating and defending any such expense, loss,
judgment, claim, damage, liability or action; provided, however, that the Company will not be
liable in any such case to the extent that any such expense, loss, claim, damage or liability
arises out of or is based upon any untrue statement or allegedly untrue statement or omission or
alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or
summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with
information furnished to the Company, in writing, by such selling holder expressly for use therein.
The Company also shall indemnify any Underwriter of the Registrable Securities, their officers,
affiliates, directors, partners, members and agents and each person who controls such Underwriter
on substantially the same basis as that of the indemnification provided above in this Section 4.1.



     4.2 Indemnification by Holders of Registrable Securities. In connection with each
Registration, each Demanding Holder agrees to indemnify and hold harmless the Company, each of its
directors and officers and each Underwriter (if any), and each other selling holder and each other
person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) another selling holder or such Underwriter against any losses, claims,
judgments, damages or liabilities, whether joint or several, insofar as such losses, claims,
judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or allegedly untrue statement of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration Statement, or arise out
of or are based upon any omission or the alleged omission to state a material fact required to be
stated therein or necessary to make the statement therein not misleading, if the statement or
omission was made in reliance upon and in conformity with



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information furnished in writing to the Company by such Demanding Holder expressly for use
therein, and shall reimburse the Company, its directors and officers, and each other selling holder
or controlling person for any legal or other expenses reasonably incurred by any of them in
connection with investigation or defending any such loss, claim, damage, liability or action. Each
Demanding Holder’s indemnification obligations hereunder shall be several and not joint and shall
be limited to the amount of any net proceeds actually received by such Demanding Holder. Each
Demanding Holder also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such
Underwriter on substantially the same basis as that of the indemnification provided above in this
Section 4.2.



     4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of
any notice of any loss, claim, damage or liability or any action in respect of which indemnity may
be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a
claim in respect thereof is to be made against any other person for indemnification hereunder,
notify such other person (the “Indemnifying Party”) in writing of the loss, claim,
judgment, damage, liability or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the
Indemnified Party is seeking indemnification with respect to any claim or action brought against
the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim
or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to
assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After
notice from the Indemnifying Party to the Indemnified Party of its election to assume control of
the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the Indemnifying Party
are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling
persons who may be subject to liability arising out of any claim in respect of which indemnity may
be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of
such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of
such Indemnified Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, consent to entry of judgment or effect any
settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.



     4.4 Contribution.



          4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such




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Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as
a result of such loss, claim, damage, liability or action in such proportion as is appropriate to
reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as
well as any other relevant equitable considerations. The relative fault of any Indemnified Party
and any Indemnifying Party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Indemnified Party or such Indemnifying
Party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.




          4.4.2 The parties hereto agree that it would not be just and equitable if contributions
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in Section
4.4.1.




          4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim,
damage, liability or action referred to in Section 4.4.1 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Party in
connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no Demanding Holder shall be required to contribute any amount in
excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts,
commissions or taxes) actually received by such Demanding Holder from the sale of Registrable
Securities that gave rise to such contribution obligation. 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.



5. MISCELLANEOUS.




     5.1 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties
and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part. This Agreement and the rights, duties and obligations of the Investors hereunder may
be freely assigned or delegated by the Investors in conjunction with and to the extent of any
transfer of Registrable Securities, provided that each transferee executes and delivers to the
Company a written agreement, in form and substance satisfactory to the Company, assuming the
obligations and agreements of an Investor under this Agreement with respect to such transferee’s
Registrable Securities. This Agreement and the provisions hereof shall be binding upon and shall
inure to the benefit of each of the parties and their respective successors and the permitted
assigns of the Investor or of any assignee of the Investor or holder of Registrable Securities.
This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Section 4.



     5.2 Notices. All notices, demands, requests, consents, approvals or other
communications (collectively, “Notices”) required or permitted to be given hereunder or
which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable courier service with charges prepaid, or transmitted by hand delivery or



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facsimile, addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice. Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by facsimile; provided, that if such service or
transmission is not on a business day or is after normal business hours, then such notice shall be
deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed
given on the next business day following timely delivery of such notice to a reputable courier
service with an order for next-day delivery.


To the Company:


General Finance Corporation

206 S. Los Robles, Suite 217

Pasadena, CA 91101

Attn: Chief Executive Officer


To an Investor, to:


The address of Investor as set forth on the Company’s books and records



     5.3 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible that is valid and enforceable.



     5.4 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which taken together shall constitute one and the
same instrument.



     5.5 Entire Agreement. This Agreement (including all agreements entered into pursuant
hereto and all certificates and instruments delivered pursuant hereto
and thereto) amends and restates the Original Agreement and
constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersede all prior
and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.



     5.6 Modifications and Amendments. No amendment, modification or termination of this
Agreement shall be binding upon any party unless executed in writing by such party.
Notwithstanding the foregoing, after the IPO, this Agreement may not be amended to permit
Registration of Registrable Securities prior to the Release Date without the written consent of one
of the representatives of the underwriters in the IPO.



     5.7 Titles and Headings. Titles and headings of sections of this Agreement are for
convenience only and shall not affect the construction of any provision of this Agreement.



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     5.8 Waivers and Extensions. Any party to this Agreement may waive any right, breach
or default that such party has the right to waive, provided that such waiver will not be effective
against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of
any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.



     5.9 Remedies Cumulative. In the event that the Company fails to observe or perform
any covenant or agreement to be observed or performed under this Agreement, the Investors may
proceed to protect and enforce their rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement, or for an injunction against the
breach of any such term, or in aid of the exercise of any power granted in this Agreement, or to
enforce any other legal or equitable right, or to take any one or more of such actions, without
being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and
in addition to any other right, power or remedy, whether conferred by this Agreement or now or
hereafter available at law, in equity, by statute or otherwise.



     5.10 Governing Law. This Agreement shall be governed by, interpreted under, and
construed in accordance with the internal laws of the State of California applicable to agreements
made and to be performed within the State of California, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other
jurisdiction.



     5.11 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally
waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether
based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement,
the transactions contemplated hereby, or the actions of the Investor in the negotiation,
administration, performance or enforcement hereof.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed
and delivered by their duly authorized representatives as of the date first written above.









	 	 	 	 	 	 	 
	 	 	GENERAL FINANCE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ RONALD F. VALENTA 	 	 
	 

	 	 	 	 

Name: Ronald F. Valenta
	 	 
	 

	 	 	 	Title: Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	INVESTORS	 	 
	 
	 
	 	/s/ RONALD F. VALENTA 	 	 
	 	 	 	 	 
	 	 	Ronald F. Valenta
	 
	 
	 	/s/ JOHN O. JOHNSON 	 
	 	 	 	 	 
	 	 	John O. Johnson	 	 
	 
	 
	 	/s/ JAMES B. ROSZAK 	 
	 	 	 	 	 
	 	 	James B. Roszak
	 
	 
	 	/s/ LAWRENCE GLASCOTT 	 
	 	 	 	 	 
	 	 	Lawrence Glascott
	 
	 
	 	/s/ MANUEL MARRERO 	 
	 	 	 	 	 
	 	 	Manuel Marrero
	 
	 
	 	/s/ MARC PEREZ 	 
	 	 	 	 	 
	 	 	Marc Perez
	 
	 
	 	/s/ DAVID M. CONNELL 	 
	 	 	 	 	 
	 	 	David M. Connell












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