exv10w1



 






EXHIBIT 10.1




	 	 	 
	 	 	March 3, 2006






General Finance Corporation

206 S. Los Robles, Suite 217

Pasadena, CA 91101



Morgan Joseph & Co. Inc.

600 Fifth Avenue, 19th Floor

New York, New York 10020





	 	Re:   	 	Initial Public Offering — Amended and Restated Letter
Agreement





Gentlemen:



     Each undersigned officer and/or director of General Finance Corporation (the “Company”), in
consideration of Morgan Joseph & Co. Inc. (“Morgan
Joseph”) entering into a letter of intent in connection with the initial public
offering of the securities of the Company (“IPO”),
hereby severally agrees as follows:



     1.     The undersigned shall take all actions within his power to cause the Corporation to
liquidate and dissolve under the circumstances contemplated by Article Seventh of the Certificate
of Incorporation of the Company provided that at the Distribution Date (as defined in the
Certificate of Incorporation) the undersigned is a director and/or
officer.



     2.     The undersigned hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of the Trust Account (as defined in the Certificate of
Incorporation of the Company) as a result of the liquidation of the
Trust Account or otherwise, except with respect to shares of common
stock of the Company acquired in or following the IPO, and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever.



     3.     In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire an operating
business, until the earlier of the consummation by the Company of a Business Combination (as
defined in the Certificate of Incorporation of the Company), the liquidation of the Company or
until such time as the undersigned is neither an officer nor director of the Company, subject to
any pre-existing fiduciary and contractual obligations the undersigned might have.



     4.     The undersigned acknowledges and agrees that the Company has agreed not to consummate any
Business Combination that involves a company that is affiliated with any director, officer or
shareholder or the Company immediately prior to the consummation of the



 









 





General Finance Corporation

Morgan Joseph & Co. Inc.

March 3, 2006

Page 2

 



IPO (each, an “Insider” and collectively the “Insiders”) unless the Company obtains an opinion from
an independent investment banking firm reasonably acceptable to Morgan Joseph to
the effect that the Business Combination is fair to the Company’s stockholders from a financial
perspective.




     5.     Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive from the Company, and will not accept from the Company,
any compensation for services rendered to the Company prior to the consummation of the Business
Combination except as described in the registration statement filed with and declared effective by
the Securities and Exchange Commission in connection with the IPO (the “Registration
Statement”).



     6.     Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive or will accept a finder’s fee or any other compensation
in the event the undersigned, any member of the family of the undersigned or any affiliate of the
undersigned originates a Business Combination.



     7.     The undersigned agrees to not to resign (or advise the Board that the undersigned declines
to seek re-election to the Board of Directors) from his position as officer and/or director of the
Company as set forth in the Registration Statement without the prior consent of Morgan Joseph until the earlier of the consummation by the Company of a Business Combination,
liquidation of the Trust Account, or the liquidation of the Company. The undersigned acknowledges
that the foregoing does not interfere with or limit in any way the right of the Company to
terminate the undersigned’s employment at any time (subject to other contractual rights the
undersigned may have) nor confer upon the undersigned any right to continue in the employ of
Company.



     8.     The undersigned will escrow the shares of common stock owned by him immediately prior to
the IPO until the earliest of (i) one year from the completion of a Business Combination, (ii) the
Company’s liquidation and (iii) and the consummation of a merger, stock exchange or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their
shares of common stock for cash, securities or other property subsequent to the Company’s
consummating a Business Combination subject to the terms of a Stock Escrow Agreement which the
Company will enter into with the undersigned and an escrow agent acceptable to the Company.



     9.     The undersigned’s biographical information set forth in the Registration Statement is true
and accurate in all respects, does not omit any material information with respect to the
undersigned’s background and contains all of the information required to be disclosed pursuant to
Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
Director’s and Officer’s Questionnaire to be furnished to
the Company and Morgan Joseph



 









 





General Finance Corporation

Morgan Joseph & Co. Inc.

March 3, 2006

Page 3

 



in connection with the Registration Statement will be true and accurate in all
respects. The undersigned represents and warrants that:




             (a)     he is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;



             (b)     he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or
(ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to any dealings in any securities, and he is not currently a defendant in any such
criminal proceeding; and



             (c)     he has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied,
suspended or revoked.



     10.   The undersigned has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement.



     11.   The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Morgan Joseph and its legal representatives or
agents (including any investigative search firm retained by Morgan Joseph) any
information they may have about the undersigned’s background and finances (“Information”).
Neither Morgan Joseph nor its agents shall be violating the undersigned’s right
of privacy in any manner in requesting and obtaining the Information and the undersigned hereby
releases them from liability for any damage whatsoever in that connection.



     12.   The undersigned agrees that in connection with the vote required to consummate a Business
Combination he shall vote the shares of common stock owned by him immediately prior to the IPO in
accordance with the majority of the shares of common stock voted by the holders of shares purchased
in the IPO.




     13.   The
undersigned shall not exercise his/her conversion rights set forth in
the Company’s Certificate of Incorporation, as amended, with
respect to any securities issued in the IPO, whether the undersigned
purchases such securities in the IPO or thereafter.






     14.   This
letter agreement amends, restates and supercedes in their entirety
the letter agreement dated as of November 15, 2005 and the
supplemental letter agreement dated February 2, 2006
(collectively, the “Previous Letter Agreements”). This letter agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The undersigned hereby
(i) agrees that any action, proceeding or claim against him arising out of or relating in any way
to this letter 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 submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum; and
(iii) irrevocably agrees to appoint, at the expense of the Company, prior to the effectiveness of
the Registration Statement, a person or entity acceptable to Morgan



 









 





General Finance Corporation

Morgan Joseph & Co. Inc.

March 3, 2006

Page 4

 



Joseph, as agent for the service of process in the State of New York to receive, for the
undersigned and on his 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 undersigned 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.



	 	 	 	 	 
	 	 	 
	 	  	/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/ MARE PEREZ 	 
	 	 	Mare Perez	 
	 
	 	  	/s/ DAVID M. CONNELL 	 
	 	 	David M. Connell	 
	 	 	 	 
	 



Wedbush
Morgan Securities hereby countersigns this Letter Agreement solely
for the purpose of acknowledging that it is no longer a
representative of the several underwriters in the aforementioned IPO,
and therefore it no longer retains any rights, obligations or
privileges under the Previous Letter Agreements.



	 	 	 	 	 
	 	Wedbush Morgan Securities

 	 
	 	By:  	/s/
MARK SALTER 	 
	 	 	Name: Mark Salter 	 
	 	 	Title: Head of Investment Banking – Managing Director  	 
	 



 









 






March 3,
2006




General Finance Corporation

206 S. Los Robles, Suite 217

Pasadena, CA 91101




Morgan
Joseph & Co. Inc.

600 Fifth Avenue, 19th Floor

New York, New York 10020







     Re:          Initial
Public Offering — Amended and Restated Letter Agreement



Gentlemen:




     The undersigned officer and/or director of General Finance Corporation (the “Company”), in
consideration of Morgan Joseph & Co. Inc. (“Morgan Joseph”) entering into a letter of intent in connection with the initial public
offering of the securities of the Company (“IPO”), hereby agrees as follows:



     1. The undersigned shall take all actions within his power to cause the Corporation to
liquidate and dissolve under the circumstances contemplated by Article Seventh of the Certificate
of Incorporation of the Company provided that at the Distribution Date (as defined in the
Certificate of Incorporation) the undersigned is a director and/or officer.



     2. The
undersigned hereby waives any and all right, title, interest or claim of any kind
(“Claim”) in or to any distribution of the Trust Account (as defined in the Certificate of
Incorporation of the Company) as a result of the liquidation of the
Trust Account or otherwise, except with respect to shares of common
stock of the Company acquired in or following the IPO, and hereby waives any
Claim the undersigned may have in the future as a result of, or arising out of, any contracts or
agreements with the Company and will not seek recourse against the Trust Account for any reason
whatsoever. In the event of the liquidation of the Trust Account, the undersigned agrees to
indemnify and hold harmless the Company against any and all loss, liability, claims, damage and
expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) that the Company may become subject as a result of any claim
by any vendor or other person who is owed money by the Company for services rendered or products
sold or contracted for, or by any target business, but only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the amount in the Trust Account.



     3. In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire an operating



 









 





General Finance Corporation

Morgan Joseph & Co. Inc.

March 3, 2006

Page 2



business, until the earlier of the consummation by the Company of a Business Combination (as
defined in the Certificate of Incorporation of the Company), the liquidation of the Company or
until such time as the undersigned is neither an officer nor director of the Company, subject to
any pre-existing fiduciary and contractual obligations the undersigned might have.




     4. The undersigned acknowledges and agrees that the Company has agreed not to consummate any
Business Combination that involves a company that is affiliated with any director, officer or
shareholder or the Company immediately prior to the consummation of the IPO (each, an “Insider” and
collectively the “Insiders”) unless the Company obtains an opinion from an independent investment
banking firm reasonably acceptable to Morgan Joseph to the effect that the
Business Combination is fair to the Company’s stockholders from a financial perspective.



     5. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive from the Company, and will not accept from the Company,
any compensation for services rendered to the Company prior to the consummation of the Business
Combination except as described in the registration statement filed with and declared effective by
the Securities and Exchange Commission in connection with the IPO (the “Registration
Statement”).



     6. Neither the undersigned, any member of the family of the undersigned, nor any affiliate of
the undersigned will be entitled to receive or will accept a finder’s fee or any other compensation
in the event the undersigned, any member of the family of the undersigned or any affiliate of the
undersigned originates a Business Combination.



     7. The undersigned agrees to not to resign (or advise the Board that the undersigned declines
to seek re-election to the Board of Directors) from his position as officer and/or director of the
Company as set forth in the Registration Statement without the prior consent of Morgan Joseph
until the earlier of the consummation by the Company of a Business Combination,
liquidation of the Trust Account, or the liquidation of the Company. The undersigned acknowledges
that the foregoing does not interfere with or limit in any way the right of the Company to
terminate the undersigned’s employment at any time (subject to other contractual rights the
undersigned may have) nor confer upon the undersigned any right to continue in the employ of
Company.



     8. The undersigned will escrow the shares of common stock owned by him immediately prior to
the IPO until the earliest of (i) one year from the completion of a Business Combination, (ii) the
Company’s liquidation and (iii) and the consummation of a merger, stock exchange or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their
shares of common stock for cash, securities or other property subsequent to the Company’s
consummating a Business Combination subject to the terms of a



 









 





General Finance Corporation

Morgan Joseph & Co. Inc.

March 3, 2006

Page 3



Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.




     9. The undersigned’s biographical information set forth in the Registration Statement is true
and accurate in all respects, does not omit any material information with respect to the
undersigned’s background and contains all of the information required to be disclosed pursuant to
Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned’s
Director’s and Officer’s Questionnaire to be furnished to
the Company and Morgan Joseph in connection with the Registration Statement will be true and accurate in all respects.
The undersigned represents and warrants that:



          (a) he is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;




          (b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or
(ii) relating to any financial transaction or handling of funds of another person, or (iii)
pertaining to any dealings in any securities, and he is not currently a defendant in any such
criminal proceeding; and




          (c) he has never been suspended or expelled from membership in any securities or commodities
exchange or association or had a securities or commodities license or registration denied,
suspended or revoked.




     10. The undersigned has full right and power, without violating any agreement by which he is
bound, to enter into this letter agreement.



     11. The undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Morgan Joseph and its legal representatives or
agents (including any investigative search firm retained by Morgan Joseph) any
information they may have about the undersigned’s background and finances (“Information”).
Neither Morgan Joseph nor its agents shall be violating the undersigned’s right
of privacy in any manner in requesting and obtaining the Information and the undersigned hereby
releases them from liability for any damage whatsoever in that connection.



     12. The undersigned agrees that in connection with the vote required to consummate a Business
Combination he shall vote the shares of common stock owned by him immediately prior to the IPO in
accordance with the majority of the shares of common stock voted by the holders of shares purchased
in the IPO.



     13. The
undersigned shall not exercise his/her conversion rights set forth in
the Company’s Certificate of Incorporation, as amended, with
respect to any securities issued in the IPO, whether the undersigned
purchases such securities in the IPO or thereafter.

     14. This
letter agreement amends, restates and supercedes in their entirety
the letter agreement dated of November 15, 2005 and the
supplemental letter agreement dated February 2, 2006
(collectively, the “Previous Letter Agreements”). This letter agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflicts of law





 









 





General Finance Corporation

Morgan Joseph & Co. Inc.

March 3, 2006

Page 4



principles that would result in the application of the substantive laws of another
jurisdiction. The undersigned hereby (i) agrees that any action, proceeding or claim against him
arising out of or relating in any way to this letter 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 submits to such jurisdiction, which jurisdiction
shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum; and (iii) irrevocably agrees 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
undersigned and on his 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 undersigned 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.




	 	 	 	 	 
	 	 	 
	 	  	/s/ RONALD F. VALENTA 	 
	 	 	Ronald F. Valenta 	 
	 	 	 	 
	 




Wedbush
Morgan Securities hereby countersigns this Letter Agreement solely for the purpose of acknowledging
that it is no longer a representative of the several underwriters in the aforementioned IPO, and therefore it no longer retains any
rights, obligations or privileges under the Previous Letter Agreements




	 	 	 	 	 
	 	Wedbush Morgan Securities

 	 
	 	By:  	/s/
MARK SALTER 	 
	 	 	Name:  	Mark Salter 	 
	 	 	Title:  	Head of Investment Banking – Managing Director