STOCKHOLDERS
        AGREEMENT

      


      This
        STOCKHOLDERS AGREEMENT (this “Agreement”)
        dated
        October 1, 2008 is entered into by and among General Finance Corporation,
        a
        Delaware corporation (the “Company”),
        and
        the stockholders of Company listed on Schedule
        I
        attached
        hereto (each a “Stockholder”
and
        collectively, the “Stockholders”).

       

      WITNESSETH:

      


      WHEREAS,
        in connection with the consummation of the merger (the “Merger”)
        and
        the transactions contemplated by that certain Agreement and Plan of Merger
        (the
“Merger
        Agreement”)
        dated
        July 28, 2008 (“Merger
        Agreement Date”)
        by and
        among Company, GFN North America Corp., a Delaware corporation, Mobile Office
        Acquisition Corp., a Delaware corporation (“MOAC”),
        Pac-Van, Inc., an Indiana corporation, and certain stockholders of MOAC (the
        “MOAC
        Stockholders”),
        shares of restricted common stock of Company were issued to the Stockholders
        as
        set forth in Schedule I attached hereto;

      


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

      


      WHEREAS,
        the Company and the Stockholders each desire to enter into this Agreement
        to set
        forth the rights relating to any the Common Stock held by the Stockholders
        and
        to limit the sale, transfer, hypothecation, encumbrance or other disposition
        of
        Common Stock and to provide for certain arrangements regarding the management
        of
        the Company as set forth herein.

      


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

      


      ARTICLE I

      


      CERTAIN
        DEFINITIONS

       

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

      


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

      


       “AMEX”
        means
        the American Stock Exchange.

      


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

      


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

      


      “Closing”
        means
        the consummation of the merger contemplated by the Merger
        Agreement.

      


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



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


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

      


      “Effective
        Time”
        means
        the
        date
        and time of the filing of the certificate of merger with the Secretary of
        State
        of the State of Delaware (or such later time as shall be agreed to by the
        parties hereto and is specified in the certificate of merger) pursuant to
        the
        Merger Agreement.

      


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

      


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

       

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

       

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

      


      “Havner”
        shall
        mean Ronald L. Havner, Jr.

       

      “Holders’
        Counsel”
        shall
        have the meaning set forth in the definition of “Registration
        Expenses.”

       

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

      


      “Laminar”
        means
        D.
        E. Shaw Laminar Portfolios, L.L.C.

      


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

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Merger”
        shall
        have the meaning set forth in the first recital to this Agreement.

      


      “Merger
        Agreement”
        shall
        have the meaning set forth in the first recital to this Agreement.

      


      “Merger
        Agreement Date”
shall
        have the meaning set forth in the first recital to this Agreement.

      


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

       

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

       

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

       

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

       

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

       

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

      


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

      


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

      


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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Registration
        Expenses”
        shall
        mean all expenses incident to the Company’s performance of or compliance with
        Article III including, without limitation, all registration and filing
        fees, fees and expenses of compliance with securities or blue sky laws
        (including reasonable fees and disbursements of counsel in connection with
        blue
        sky qualifications of any Registrable Securities), expenses of printing
        certificates for any Registrable Securities in a form eligible for deposit
        with
        the Depository Trust Company, internal expenses, and fees and disbursements
        of counsel for the Company and its independent certified public accountants
        (including the expenses of any management review, cold comfort letters or
        any
        special audits required by or incident to such performance and compliance),
        securities acts liability insurance (if the Company elects to obtain such
        insurance), the reasonable fees and expenses of any special experts retained
        by
        the Company in connection with such registration, fees and expenses of other
        Persons retained by the Company, the fees and expenses of one (1) counsel
        not to exceed $50,000 (the “Holders’
        Counsel”)
        selected by the holders of a majority of the Registrable Securities to be
        included in such Registration; but not including any underwriting fees,
        discounts or commissions attributable to the sale of securities or fees and
        expenses of counsel representing the holders of Registrable Securities included
        in such Registration (other than the Holders’ Counsel) incurred in connection
        with the sale of Registrable Securities.

       

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

       

      “Sale
        of the Company”
        means:

       

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

       

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

       

      (iii)  any
        Person has become the beneficial owner (within the meaning of Rule 13d-3
        promulgated under the Exchange Act) of shares of the capital stock of the
        Company representing greater than 50% of the outstanding voting power of
        the
        Company.

       

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

       

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

       

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

       

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

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

      


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

      


      “Standstill
        Period”
        shall
        have the meaning set forth in Section 2.3(a) of this
        Agreement.

      


      “Standstill
        Securities”
        shall
        mean any Equity Securities of the Company, other than options to purchase
        Common
        Stock issued pursuant to Company stock option plans and shares of Common
        Stock
        issued upon exercise of such stock options and shares subject to warrants
        owned
        by a Stockholder as of the Merger Agreement Date.

      


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

      


      “Subject
        Stockholder”
        shall
        mean each of Havner, Valenta and Laminar and each of their respective Permitted
        Transferees pursuant to a Transfer described in clause (iii) of
        Section 2.2(a).

      


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

      


      “Transaction
        Documents”
        shall
        mean, collectively, (i) this Agreement, (ii) the Merger Agreement, and
        (iii) that certain pledge agreement executed by Company and the
        Stockholders and (iv) each other agreement, instrument and document
        delivered pursuant to or in connection with any of the transactions contemplated
        by the documents described in clauses (i) through (iii) of this
        definition.

      


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

      


      “Valenta”
        means
        Ronald F. Valenta.

       

      ARTICLE II


       

      TRANSFER
        OF EQUITY SECURITIES

       

      SECTION 2.1  Restrictions.

       

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

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

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

       

      (i) “The
        sale, transfer, hypothecation, assignment, pledge, encumbrance or other
        disposition of this share certificate and the shares Common Stock represented
        hereby are restricted by and are subject to all of the terms, conditions
        and
        provisions of that certain Stockholders Agreement, dated as of October 1,
        2008,
        by and between General Finance Corporation and the stockholders party thereto,
        which agreement is on file at the principal offices of General Finance
        Corporation.”

       

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

       

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

      


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

      


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

      


      SECTION 2.2  Permitted
        Transfers.


       

      (a) Notwithstanding
        anything to the contrary contained herein and subject to Sections 2.2(b)
        and 2.2(c), a Stockholder may at any time effect any of the following Transfers
        (each a “Permitted
        Transfer”,
        and
        each transferee of such Stockholder in respect of such Transfer, a “Permitted
        Transferee”):

       

      (i)  any
        Transfer of any or all Registrable Securities held by a Stockholder who is
        a
        natural Person following such Stockholder’s death by will or intestacy to such
        Stockholder’s legal representative, heir or legatee;

      


      (ii)  any
        Transfer of any or all Registrable Securities held by a Stockholder who is
        a
        natural Person as a gift or gifts during such Stockholder’s lifetime to such
        Stockholder’s spouse, children, grandchildren or a trust or other legal entity
        for the exclusive benefit of such Stockholder or any one or more of the
        foregoing; or

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      (iii)  any
        Transfer of any or all Registrable Securities held by a Stockholder to any
        Affiliate of such Stockholder; provided
        , that
        any such Affiliate shall Transfer such Registrable Securities to the Stockholder
        from whom the Registrable Securities were originally received or acquired
        within
        five (5) calendar days after ceasing to be an Affiliate of such
        Stockholder.

      


      (b)  In
        any
        Transfer referred to above in clauses (i), (ii) or (iii) of
        Section 2.2(a), the Permitted Transferee shall agree in writing to be bound
        by all of the provisions of this Agreement, shall execute and deliver to
        the
        Company a counterpart to this Agreement, and shall hold all such Registrable
        Securities as a “Stockholder” hereunder as if such Permitted Transferee was an
        original signatory hereto and shall be deemed to be a party to this Agreement.
        

       

      (c)  Notwithstanding
        anything to the contrary contained in this Agreement, while such Stockholder
        serves as a director or officer of Company, at all times during the Company’s
        customary black-out periods (i.e., relating to the public release of quarterly
        or annual financial information) shall not sell any Equity Securities other
        than
        during any period when the directors and officers of the Company are not
        prohibited from selling Equity Securities pursuant to the written policies
        and
        procedures of the Company governing transfers of Equity Securities by such
        officers and directors during such ordinary black-out periods as may be in
        effect from time to time. Provided that the pledge of Common Stock complied
        with
        this Section 2.2(c) when pledged, foreclosure by a pledgee on Common Stock
        shall
        not violate this Section 2.2(c).

       

      SECTION 2.3  Standstill.

      


      For
        the
        period (the “Standstill
        Period”)
        commencing on the date hereof and ending on June 30, 2009, no Subject
        Stockholder shall, and each Subject Stockholder shall cause its Affiliates
        not
        to, unless expressly agreed in writing, in advance, by Company, directly
        or
        indirectly, in any manner whatsoever:

      


      (a) 
        acquire,
        announce an intention to acquire, offer or propose to acquire, solicit an
        offer
        to sell or agree to acquire, or enter into any arrangement or undertaking
        to
        acquire, directly or indirectly, by purchase, or otherwise, record or direct
        or
        indirect beneficial ownership interest in any Standstill Securities or other
        securities of the Company or any of its Subsidiaries or any direct or indirect
        rights, warrants or options to acquire record or direct or indirect beneficial
        ownership of any securities or assets of the Company or any of its
        Subsidiaries;

      


      (b) make,
        effect, initiate, cause or participate in any take-over bid, tender offer,
        exchange offer, merger, consolidation, business combination, recapitalization,
        restructuring, liquidation, dissolution or other extraordinary transaction
        involving Company or any of its Subsidiaries;

      


      (c)  other
        than as a director or officer of the Company, solicit, make, effect, initiate,
        cause, or in any way participate in, directly or indirectly, any solicitation
        of
        proxies or consents from any holders of any securities of Company or any
        of its
        Subsidiaries or call or seek to have called any meeting of stockholders of
        Company or any of its Subsidiaries;

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (d)  form,
        join or participate in, or otherwise encourage the formation of, any “group”
(within the meaning of Section 13(d)(3) of the Exchange Act) with respect
        to any securities of Company or any of its Subsidiaries that are not Standstill
        Securities;

      


      (e) arrange,
        facilitate, or in any way participate, directly or indirectly, in any financing
        for the purchase of any securities Company or any of its Subsidiaries that
        are
        not Standstill Securities;

      


      (f) (i) act,
        directly or indirectly, to seek control or direct the board of directors,
        stockholders, policies or affairs of the Company or any of its Subsidiaries;
        (ii) solicit, propose, seek to effect or negotiate with any other Person
        with respect to any form of business combination transaction involving Company
        or any take-over bid, tender, exchange offer, merger, consolidation,
        recapitalization, restructuring, liquidation, dissolution, or other
        extraordinary transaction involving Company or any of its Subsidiaries; or
        (iii) disclose an intent, purpose, plan or proposal with respect to an
        acquisition of Company, or any securities or assets of Company or any of
        its
        Subsidiaries that are not Standstill Securities;

      


      Notwithstanding
        anything to the contrary in this Section 2.3, each Subject Stockholder
        shall be permitted to sell its Equity Securities in any Sale of the Company
        that
        has been approved by the board of directors of Company and which recommendation
        has not been withdrawn.

       

      ARTICLE III


       

      REGISTRATION
        RIGHTS

      


      SECTION 3.1  Required
        Registrations.

      


      (a) Shelf
        Registration Statement.  Company
        shall file a registration statement under the Securities Act on or about
        June
        30, 2009 covering all of the Registrable Securities then held by the
        Stockholders on Form S-3 or such other available forms (the “Shelf
        Registration”),
        provided that each such Stockholder desiring to participate in such Shelf
        Registration shall comply with Section 3.8 hereof, and to have such Registration
        Statement declared effective to enable the resale of such Registrable Securities
        after June 30, 2009 on a delayed or continuous basis pursuant to Rule 415
        under the Securities Act (the “Shelf
        Registration Statement”)
        through AMEX or such other market as may be the principal market on which
        the
        Registrable Securities are then quoted or listed. Company will use all
        commercially reasonable efforts to cause the Shelf Registration Statement
        to
        remain continuously effective under the Securities Act until the earlier
        of the
        date on which all Registrable Securities held by the Stockholders shall have
        either (i) been sold in accordance with this Section 3.1(a) or
        (ii) ceased to be outstanding.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (b) Required
        Registrations.  If
        at any time after (i) the Shelf Registration Lapse Date or (ii) the Company
        fails to maintain the Shelf Registration continuously effective pursuant
        to
        Section 1(a) hereof, Company shall be requested in writing, which writing
        shall
        specify the Registrable Securities to be registered and, if applicable, the
        intended method of disposition thereof (a “Demand
        Request”),
        by
        Havner, Valenta or Laminar (each a “Demanding
        Stockholder”),
        to
        effect a registration under the Securities Act of Registrable Securities
        held by
        such Stockholders (each, a “Required
        Registration”),
        then
        Company shall promptly use all commercially reasonable efforts to effect
        such
        Required Registration by filing, at Company’s option, either a Form S-1 or
        Form S-3 registration statement (a “Demand
        Registration Statement”);
        provided
        the
        Company shall not be required to comply with more than one (1) Demand
        Request during any twelve (12) month period. Each of Havner, Valenta and
        Laminar may only exercise one (1) Demand Request under this Agreement;
provided,
        however,
        that a
        request or registration shall not count as one of the Demand Requests (or
        Required Registrations) until it has become effective, and neither the last
        nor
        any subsequent Demand Requests (or Required Registrations) shall count as
        one of
        the Demand Requests (or Demand Registrations) unless the holders of Registrable
        Securities are able to register and sell at least 85% of the Registrable
        Securities requested to be included in such registration; provided,
        that in
        any event the Company shall pay all Registration Expenses in connection with
        any
        registration initiated as a Required Registration whether or not it has become
        effective and whether or not such registration has counted as one of the
        Required Registrations hereunder. Subject to the provisos in the preceding
        sentence, the Company shall only be obligated to comply with three
        (3) Demand Requests in total. Upon receipt by Company of a Demand Request,
        Company shall deliver a written notice (a “Demand
        Notice”)
        to
        each Stockholder who did not make such Demand Request stating that Company
        intends to comply with a Demand Request and informing each such Stockholder
        of
        its right to include Registrable Securities in such Required Registration.
        Within ten (10) Business Days after receipt of a Demand Notice, each
        Stockholder shall have the right to request in writing that Company include
        all
        or a specific portion of the Registrable Securities held by such Stockholder
        in
        such Required Registration. Notwithstanding anything to the contrary set
        forth
        herein, Company shall be obligated to effect any one or more of such Required
        Registrations pursuant to a Shelf Registration Statement if the Demanding
        Stockholder so requests in connection with any Demand Request.

      


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

      


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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

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

       

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

      


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

       

      SECTION 3.2  Incidental
        Registration.

      


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

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


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

      


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

      


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

      


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

       

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

      


      SECTION 3.3  Registration
        Procedures.

      


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

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


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

       

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

      


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

      


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

       

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

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


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

       

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

       

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

      


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

      


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

      


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

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


      SECTION 3.4  Registration
        Expenses.

      


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

      


      SECTION 3.5  Indemnification;
        Contribution.

      


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

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


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

      


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

      


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

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


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

       

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

      


      SECTION 3.6  Holdback
        Agreements.  

      


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

      


      SECTION 3.7  Availability
        of Information.

      


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

      


      SECTION 3.8  Information
        Concerning Stockholders.  

      


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

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


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

      


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

      


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

      


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

      


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

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
 

      ARTICLE IV


       

      BOARD
        OF DIRECTORS OF THE COMPANY

      


      SECTION 4.1  Composition.  

      


      (a) At
        the Effective Time, the Company shall expand the size of the Board so that
        the
        number of members on the Board is equal to six (6) and shall appoint
        Havner, whose term will end at the annual meeting of stockholders of the
        Company
        held in 2009.

      


      ARTICLE V


       

      MISCELLANEOUS

       

      SECTION 5.1  Entire
        Agreement.  

       

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

       

      SECTION 5.2  Table
        of Contents; Captions.  

      


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

      


      SECTION 5.3  Counterparts.  

      


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

      


      SECTION 5.4  Notices.

      


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

      


      If
        to
        Company, to:

       

      General
        Finance Corporation

      39
        East
        Union Street

      Pasadena,
        CA 91103

      Facsimile:
        (626) 795-8090

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


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

      


      SECTION 5.5  Successors
        and Assigns.  

      


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

      


      SECTION 5.6  Governing
        Law.  

      


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

      


      SECTION 5.7  Submission
        to Jurisdiction.  

      


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

      


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

      


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

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


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

      


      SECTION 5.8  Third
        Party Beneficiaries.  

      


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

      


      SECTION 5.9  Confidentiality.  

      


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

       

      SECTION 5.10  Amendments;
        Waivers.  

      


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

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      SECTION 5.11  No
        Strict Construction.  

      


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

       

      SECTION 5.12  Specific
        Performance.  

      


      Company
        and each Stockholder agrees that irreparable damages would occur to Company
        or
        such Stockholder, as the case may be, if any of the provisions of this Agreement
        were not performed in accordance with their specific terms or were otherwise
        breached. It is accordingly agreed that each of Company and each Stockholder
        shall be entitled to seek an injunction or injunctions to prevent actual
        breaches of this Agreement by Company or the Stockholders, as the case may
        be,
        and to enforce specifically the terms and provisions hereof in the courts
        referenced in Section 5.7 (or, on a preliminary basis in order to preserve
        the status quo pending a decision of the courts referenced in Section 5.7,
        or in order to enforce a judgment of the courts referenced in Section 5.7,
        in any court of competent jurisdiction), in addition to having any other
        remedies to which the Company or such Stockholder is entitled at law or in
        equity and without the necessity of proving damages or posting a bond or
        other
        security.

      


      SECTION
        5.13 Several
        Liability

      


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


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


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

      

        
          	
                  GENERAL
                    FINANCE CORPORATION

                
	 
	
                  By:

                	/s/
                  Christopher A. Wilson	 
	
                  Name:
                    Christopher A. Wilson

                	 
	
                  Title:
                    General Counsel

                	 


        

      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      
        	
                /s/
                  Ronald F. Valenta

              
	
                Ronald
                  F. Valenta

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      

        
          	/s/
                  Ronald L. Havner, Jr.
	
                  
                    Ronald
                      L. Havner, Jr., as Trustee of the Havner
Family
                      Trust dated July 24,
                      1995

                  

                


        

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      
        
          	
                  
                    D.
                      E. SHAW LAMINAR PORTFOLIOS, L.L.C.

                  

                
	 
	
                  By:

                	/s/
                  Robert T. Ladd
	
                  Name:
                    Robert T. Ladd

                
	
                  Title:
                    Authorized Signatory

                


        

      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      Schedule I

       

      
        	
                STOCKHOLDERS

              


      

       

      
        	
                Name
                  of Stockholder

              	 	
                Number of

                Shares

              	 	
                Notice
                  Address

              	 
	
                Ronald
                  F. Valenta

              	 	
                1,171,339

              	 	
                39
                  East Union Street

                Pasadena,
                  California 91103

              	 
	 	 	 	 	 	 
	
                D.
                  E. Shaw Laminar Portfolios, L.L.C.

              	 	
                100,000

              	 	
                10000
                  Memorial Drive, Suite 500

                Houston,
                  Texas 70024

                Attention:
                  Debbie Blank

              	 
	 	 	 	 	 	 
	
                Ronald
                  L. Havner, Jr., as Trustee of the Havner Family Trust dated July
                  24,
                  1995

              	 	
                1,840,675
                  

              	 	
                2275
                  Chaucer Road

                San
                  Marino, California 91108

              	 


      

    

     

    
      
        
        

      

      
        26