exv10w2



 






EXHIBIT 10.2




INVESTMENT MANAGEMENT TRUST AGREEMENT




     This
Agreement (this “Agreement”) is made as of                     , 2006 by and between General
Finance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”).



     WHEREAS, the Company has entered into an Underwriting Agreement (“Underwriting
Agreement”) with Morgan Joseph & Co. Inc.
(“Morgan Joseph”) acting as the representative (the
“Representative”) of the underwriters (collectively, the “Underwriters”), pursuant
to which, among other matters, the Underwriters have agreed to purchase from the Company, and
effect a public offering (the “IPO”) of, 7,500,000 Units (“Units”), each Unit
consisting of one share of the Company’s common stock, par value $.0001 per share (“Common
Stock”), and one Warrant, to purchase one share of Common Stock, all as more
fully described in the Company’s final Prospectus comprising part of the Company’s Registration
Statement on Form S-1 (File No. 333-129830) under the Securities Act of 1933, as amended
(“Registration Statement”);



     WHEREAS,
prior to the closing of the IPO, the Company will sell 583,333
Warrants to two officers of the Company (the “Private
Placement”);




     WHEREAS, the Registration Statement has been declared effective as of the date hereof by the
Securities and Exchange Commission (“Effective Date”);



     WHEREAS, as described in the Registration Statement, funds (the “Property”)
constituting a portion of the proceeds of the Private Placement and
the IPO will be delivered to the Trustee to be deposited
and held in a trust account for the benefit of the Company and the holders of the Common Stock (the
“Public Stockholders,” and collectively with the Company, the “Beneficiaries”)
issued in the IPO as part of the Units (such shares, excluding shares of Common Stock issued upon
exercise of Warrants issued in the IPO, the “IPO Shares”); and



     WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the Property.



     IT IS AGREED:



     1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



          (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement (“Trust Account”) established by the Trustee at a branch of JP Morgan Chase NY
Bank selected by the Trustee;




          (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set
forth herein;




          (c) In a timely manner, upon the instruction of the Company, invest and reinvest the Property
in any Government Security. As used herein, “Government Security” means any Treasury Bill
issued by the United States, having a maturity of one hundred and
eighty days or less or in money market funds meeting the conditions
specified in Rule 2a-7 promulgated under the Investment Company Act
of 1940, as amended;




 









 








          (d) Collect and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property”;




          (e) Notify the Company and the Representative of all communications received by it with
respect to any Property requiring action by the Company;




          (f) Supply any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust Account;




          (g) Participate in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company and Morgan Joseph;




          (h) Render to the Company and to the Representative, and to such other persons as the Company
may from time to time instruct, monthly written statements of the activities of and amounts in the
Trust Account reflecting all receipts and disbursements of the Trust Account;




          (i) Upon written instructions from the Company, deliver to the Company, on a quarterly basis,
from the Property in the Trust Account, an amount equal to the taxes payable by the Company, if
any, relating to interest earned on the Property;




          (j) Upon receipt of a letter (a “Termination Letter”), in a form substantially similar
to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its
Chief Executive Officer or Chairman of the Board and affirmed by a majority of its Board of
Directors, comply with the instructions set forth in the letter regarding the liquidation of the
Trust Account, including distribution of the Property in the Trust Account only as directed in the
Termination Letter and the other documents referred to therein; and




          (k) If the Trustee shall not have received a Termination Letter on or prior to the
Distribution Date, promptly following the Distribution Date the Trustee shall liquidate the Trust
Account in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
to the Public Stockholders of record as of a record date fixed by the
Trustee, which record date shall be within ten days of the liquidation
date, or as soon thereafter as is practicable. For purposes of this Agreement,
the “Distribution Date” shall mean                                          , 2007 [18 months from the Effective Date]
or, if on or prior to such date the Trustee has received a
certification from the Company substantially in
the form of Exhibit C, the date that is two years from the Effective Date.




     2. Agreements and Covenants of the Company. The Company hereby agrees and covenants
to:



          (a) Give all instructions to the Trustee hereunder in writing, signed by an Authorized
Individual. The “Authorized Individuals” shall be those individuals from time to time
designated in writing to the Trustee by the Company as “Authorized Officers,” provided that each
such individual must be an executive officer or Chairman of the Board of the Company. The initial
Authorized Individuals are identified in Exhibit D to this Agreement. In addition, except with
respect to its duties under Section 1(j) above, the Trustee shall be entitled to rely on, and shall
be protected in relying on, any verbal or telephonic advice or instruction




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which it in good faith believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in
writing;




          (b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in
connection with any claim or demand which in any way arises out of or relates to this Agreement,
the services of the Trustee hereunder, or the Property or any income earned from investment of the
Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to
conduct and manage the defense against such Indemnified Claim, provided, however,
that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel;




          (c) Pay the Trustee an initial acceptance fee of $1,000 and an annual fee of $3,000 (it being
expressly understood that the Property shall not be used to pay such fee). The Company shall pay
the Trustee the initial acceptance fee and first year’s fee on the Effective Date and thereafter on
the anniversary of the Effective Date. The Trustee shall refund to the Company the fee (on a pro
rata basis) with respect to any period after the liquidation of the
Trust Account. The Company shall
not be responsible for any other fees or charges of the Trustee except as may be provided in
Section 2(b) of this Agreement (it being expressly understood that the Property shall not be used
to make any payments to the Trustee under such paragraph);




          (d) In connection with any vote of the Company’s stockholders regarding a Business Combination
(as defined in the Certificate of Incorporation of the Company), provide to the Trustee an
affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and
tabulating stockholder votes (which firm may be the Trustee) verifying the number of votes of the
Company’s stockholders for and against such Business Combination.




     3. Limitations of Liability. The Trustee shall have no responsibility or liability
to:



          (a) Take any action with respect to the Property, other than as directed in Section 1 of this
Agreement and the Trustee shall have no liability to any party except for liability arising out of
its own gross negligence or willful misconduct;




          (b) Institute any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;




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          (c) Change the investment of any Property, other than in compliance with Section 1(c) of this
Agreement;




          (d) Refund any depreciation in principal of any Property;




          (e) Assume that the authority of any Authorized Officer designated by the Company to give
instructions hereunder shall not be continuing unless provided otherwise in such designation, or
unless the Company shall have delivered a written revocation of such authority to the Trustee;




          (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any
action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this agreement or any of the terms hereof, unless evidenced by a
written instrument delivered to the Trustee signed by the proper party or parties and, if the
duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;




          (g) Verify the correctness of the information set forth in the Registration Statement or to
confirm or assure that any Business Combination consummated by the Company or any other action
taken by the Company is as contemplated by the Registration Statement; or




          (h) Subject to the requirements of Section 1(i) of this Agreement, pay any taxes on behalf of
the Trust Account to any governmental entity or taxing authority.




     4. Termination. This Agreement shall terminate as follows:



          (a) If the Trustee gives written notice to the Company that it desires to resign under this
Agreement, the Company shall use its reasonable efforts to locate a successor trustee. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the
Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that if the Company does not locate a
successor trustee within 90 days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with the United States District Court for
the Southern District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever that arises due to any actions or omissions to act by any party after such
deposit; or




          (b) At such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) or Section 1(k) of this Agreement, and




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distributed the Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 2(b) of this Agreement.




     5. Miscellaneous.



          (a) The Company and the Trustee each acknowledge that the Trustee will follow the security
procedures set forth in the Section 5 with respect to funds transferred from the Trust Account.
Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized
Individual at an Authorized Telephone Number listed on the attached Exhibit D. The Company and the
Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to
believe unauthorized persons may have obtained access to such information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon account numbers or
other identifying numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
names. The Trustee shall not be liable for any loss, liability or expense resulting from any error
in an account number or other identifying number, provided it has accurately transmitted the
numbers provided.




          (b) This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws. It may be executed in several
counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.




          (c) This Agreement contains the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof. This Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided,
however, that no such change, amendment or modification may be made without the prior
written consent of Morgan Joseph. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.




          (d) The parties hereto consent to the jurisdiction and venue of any state or federal court
located in the City of New York for purposes of resolving any disputes hereunder.




          (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by Express Mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or by
facsimile transmission:




	 	 	 	 	 
	 

	 	if to the Trustee, to:
	 	Continental Stock Transfer
	 

	 	 	 	& Trust Company
	 

	 	 	 	17 Battery Place
	 

	 	 	 	New York, New York 10004
	 

	 	 	 	Attn: Steven G. Nelson, Chairman
	 

	 	 	 	Fax No.: (212) 509-5150






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Page 7 of 14




	 	 	 	 	 
	 

	 	if to the Company, to:
	 	General Finance Corporation
	 

	 	 	 	260 South Los Robles, Suite 217
	 

	 	 	 	Pasadena, CA 91101
	 

	 	 	 	Attn: Ronald F. Valenta
	 

	 	 	 	Fax No.:                     
	 
	 	 	 	 
	 

	 	in either case with a copy to:
	 	Morgan Joseph & Co. Inc.
	 

	 	 	 	600 Fifth Avenue, 19th Floor
	 

	 	 	 	New York, New York 10020
	 

	 	 	 	Attn: Michael Powell
	 

	 	 	 	Fax No.: (212) 218-3719
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	and
	 	Troy & Gould PC
	 

	 	 	 	1801 Century Park East, Suite 1600
	 

	 	 	 	Los Angeles, CA 90067-2367
	 

	 	 	 	Attn: Alan B. Spatz, Esq.
	 

	 	 	 	Fax No.: (310) 789-1431
	 
	 	 	 	 
	 

	 	 	 	McDermott Will & Emery LLP
	 

	 	 	 	340 Madison Avenue
	 

	 	 	 	New York, NY 10017
	 

	 	 	 	Attn: Joel L. Rubinstein, Esq.
	 

	 	 	 	Fax No.: (212) 547-5444











          (f) This Agreement may not be assigned by the Trustee without the prior written consent of the
Company and the Representative.




          (g) Each of the Trustee and the Company hereby represents that it has the full right and power
and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims
or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.




     IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement
as of the date first written above.












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	 	 	CONTINENTAL STOCK TRANSFER &	 	 
	 	 	TRUST COMPANY, as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GENERAL FINANCE CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 	 	 
	 

	 	 	 	Title:
	 	 	 	 






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EXHIBIT A




[Letterhead of Company]




[Insert date]




Continental Stock Transfer
  &
Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson





	 	 	Re: Trust Account No. [        ] Termination Letter




Gentlemen:




     Reference is made to that certain Investment Management Trust Agreement between General
Finance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”)
dated as of
                    , 2006 (the “Trust Agreement”). Capitalized terms used in this letter
shall have the meanings ascribed to them in the Trust Agreement unless otherwise defined in this
letter.



     Pursuant to Section 1(j) of the Trust Agreement, the Company hereby advises you that it has
entered into a definitive agreement to consummate a Business Combination with                     . The
Company anticipates that the Business Combination will be consummated on or about [insert date].
The Company shall notify you at least 48 hours in advance of the actual date of the consummation of
the Business Combination (the “Consummation Date”).



     In accordance with paragraph B of Article Sixth of the Certificate of Incorporation of the
Company, the Business Combination has been approved by the stockholders of the Company and by the
Public Stockholders holding a majority of the IPO Shares, and Public Stockholders holding less than
20% of the IPO Shares have voted against the Business Combination and given notice of exercise of
their conversion rights described in paragraph C of Article Sixth of the Certificate of
Incorporation of the Company. Pursuant to Section 2(d) of the Trust Agreement, we are providing
you with [an affidavit] [a certificate] of                     , which verifies the number of votes of
the Company’s stockholders for and against the Business Combination.



     On the Consummation Date (a) counsel for the Company shall deliver to you written notification
that the Business Combination has been consummated and (b) the Company shall deliver to you written instructions with respect to the
transfer of the funds held in the Trust Account (the “Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the counsel’s letter and the Instruction Letter, in accordance with the terms of the
Instruction Letter. If certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and



A - 1









 




distributed after the Consummation Date to the Company. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.




     If the proposed Business Combination is not consummated on the Consummation Date described in
the notice thereof and we have not notified you on or before the original Consummation Date of a
new Consummation Date, then you shall reinvest the funds held in the Trust Account as provided in
the Trust Agreement on the business day immediately following the Consummation Date as set forth in
the notice.



     The undersigned directors constitute a majority of the Board of Directors of the Company as of
the date of this letter.



	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GENERAL FINANCIAL CORPORATION
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AFFIRMED:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 






A - 2









 






EXHIBIT B




[Letterhead of Company]




[Insert date]




Continental Stock Transfer

   & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson




     Re:Trust
Account No. [
               ] Termination Letter



Gentlemen:




     Reference is made to that certain Investment Management Trust Agreement between General
Finance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”)
dated as of
                    , 2006 (the “Trust Agreement”). Capitalized terms used in this letter
shall have the meanings ascribed to them in the Trust Agreement unless otherwise defined in this
letter.



     Pursuant to Section 1(j) of the Trust Agreement, the Company hereby advises you that the Board
of Directors of the Company has voted to dissolve and liquidate the Company. Attached hereto is a
copy of the minutes of the meeting of the Board of Directors of the Company relating thereto,
certified by the Secretary of the Company as true and correct and in full force and effect.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account to the Public Stockholders. In
connection with this liquidation, you are hereby authorized to establish a record date for the
purposes of determining the Public Stockholders of record entitled to receive their pro rata share
of the Trust Account. The record date shall be within ten days of the liquidation date, or as soon
thereafter as is practicable.



     You shall notify the Company in writing as to when all of the funds in the Trust Account will
be available for immediate transfer (“Transfer Date”) in accordance with the terms of the Trust
Agreement. You shall commence distribution of such funds in accordance with the terms of the Trust
Agreement and you shall oversee the distribution of the funds. Upon the payment of all the funds
in the Trust Account, the Trust Agreement shall be terminated.



     The undersigned directors constitute a majority of the Board of Directors of the Company as of
the date of this letter.



B - 1









 





	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GENERAL FINANCE CORPORATION
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AFFIRMED:	 	 	 	 
	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	Director	 	 






B - 2









 






EXHIBIT C




[Letterhead of Company]




[Insert date]




Continental Stock Transfer

   & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson




     Re:Trust Account No. [ ] –Extension of Distribution Date



Gentlemen:




     Reference is made to that certain Investment Management Trust Agreement between General
Finance Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”)
dated as of
                    , 2006 (the “Trust Agreement”). Capitalized terms used in this letter
shall have the meanings ascribed to them in the Trust Agreement unless otherwise defined in this
letter.



     The Company hereby advises you that it has entered into a letter of intent, an agreement in
principle or a definitive agreement to complete a Business Combination, a copy of which is
enclosed. As a result, the Distribution Date has been extended to                     , 2008, the second
anniversary of the Effective Date.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	GENERAL FINANCE CORPORATION  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






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EXHIBIT D




	 	 	 
	AUTHORIZED INDIVIDUAL(S)	 	AUTHORIZED
	FOR TELEPHONE CALL BACK	 	TELEPHONE NUMBER(S)
	Company:
	 	 
	 
	 	 
	Ronald Valenta
	 	(626) 795-0040
	 
	 	 
	John O. Johnson

	 	 
	 
	 	 
	Trustee:
	 	 
	 
	 	 
	Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson

	 	(212) 845-3200







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