PLEDGE
      AGREEMENT

     

    THIS
      PLEDGE AGREEMENT (this “Pledge
      Agreement”)
      is
      made and entered into as of October 1, 2008 by and among each of the undersigned
      pledgors (each, individually a “Pledgor”
and,
      collectively, the “Pledgors”),
      GENERAL FINANCE CORPORATION, a Delaware corporation (“Parent”),
      and
      GFN NORTH AMERICA CORP., a Delaware corporation (“Sub”
and
      collectively with Parent, the “Buyers”).

     

    W I T N E S S E T&am
p
      ;#1 60;H:

     

    WHEREAS,
      pursuant to that certain Agreement and Plan of Merger (the “Merger
      Agreement”)
      dated
      July 22, 2008 by and among Buyers, PAC-VAN, INC., an Indiana corporation
      (“Pac-Van”),
      MOBILE OFFICE ACQUISITION CORP., a Delaware corporation (“MOAC”)
      and
      the Pledgors, MOAC has been merged with and into Sub (the “Merger”),
      and
      each Pledgor will receive the shares of common stock of Parent set forth on
      Schedule
      I
      hereto
      (as to each Pledgor, the “Pledged
      Shares”),
      other
      shares of common stock of Parent not subject to this Agreement and other
      consideration in exchange for their stock in MOAC;

    


    WHEREAS,
      the Merger Agreement requires that each Pledgor pledge the Pledged Shares in
      favor of Buyers to secure the payment of the indemnification obligations of
      such
      Pledgor under Article 7 of the Merger Agreement; and

     

    WHEREAS,
      Buyers have required, as a condition to entering into the Merger Agreement,
      that
      Pledgors (i) pledge to Buyers, and grant to Buyers a security interest in,
      the Pledged Collateral (as defined herein) and (ii) execute and deliver
      this Pledge Agreement in order to secure the payment by each Pledgor of its
      Secured Obligations. 

     

    AGREEMENT

     

    NOW
      THEREFORE, in consideration of the premises and in order to induce Buyers to
      enter into the Merger Agreement, each Pledgor hereby agrees with Buyers as
      follows:

     

    SECTION
      1 Defined
      Terms. The
      following terms shall have the following respective meanings:

     

    “Additional
      Shares”
has
      the
      meaning specified in Section 8(b) hereof.

    


    “Pledged
      Collateral”
has
      the
      meaning specified in Section 2 hereof.

    


    “Pledged
      Shares”
has
      the
      meaning specified in the recitals hereof.

    


    “Secured
      Obligations”
has
      the
      meaning specified in Section 2 hereof.

    


    “Securities
      Act”
has
      the
      meaning specified in Section 12 hereof.

    


    “UCC”
has
      the
      meaning specified in Section 3 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    All
      other
      capitalized terms used herein and not otherwise defined herein shall have the
      meanings given in the Merger Agreement, or, if not defined therein, the meanings
      set forth in the UCC, except where the context otherwise requires.

    


    SECTION
      2 Pledge.
      Each
      Pledgor hereby pledges to Buyers, for their benefit, and grants to each Buyer,
      for their benefit, a continuing first priority and perfected security interest
      in, its right, title and interest in and to the following (collectively, the
      “Pledged
      Collateral”):
      

     

    (a)
      the
      Pledged Shares of such Pledgor, the Additional Shares applicable to such
      Pledgor's Pledged Shares and any certificates representing the Pledged Shares
      of
      such Pledgor and/or the Additional Shares applicable to such Pledgor's Pledged
      Shares; and

     

    (b)
      the
      proceeds (equal to $7.50 per share) of any sale of the Pledged Shares of such
      Pledgor and/or the Additional Shares applicable to such Pledgor's Pledged
      Shares.

     

    SECTION
      3 Security
      For Obligations.
      As to
      each Pledgor, this Pledge Agreement secures, and the Pledged Collateral of
      such
      Pledgor is collateral security for, the prompt payment in full when due of
      all
      Losses (as defined in the Merger Agreement) payable to Buyers from such Pledgor
      now or hereafter existing under Article 7 of the Merger Agreement and all
      amendments, extensions or renewals thereof (all such obligations under Article
      7
      of the Merger Agreement being collectively referred to herein as the
“Secured
      Obligations”).
      Cancellation of shares included in the Pledged Collateral shall be done solely
      in accordance with Section 7.3 of the Merger Agreement. If a Pledgor pays a
      Secured Obligation in cash in lieu of permitting Buyers to retain Pledged Shares
      as payment of such Secured Obligation, the number of shares included in the
      Pledged Collateral (assuming a $7.50 value per share) equal to the cash payment
      made by such Pledgor shall no longer be pledged to Buyers and Buyers shall
      promptly deliver to such Pledgor the certificates for such shares with the
      legend relating to this Pledge Agreement removed therefrom. 

     

    SECTION
      4 Delivery
      Of Pledged Collateral.
      All
      certificates or instruments representing or evidencing the Pledged Collateral
      shall be delivered to and held by or on behalf of the Buyers pursuant hereto.
      Such certificates or instruments shall be in suitable form for transfer by
      delivery, or shall be accompanied by instruments of transfer or assignment
      in
      blank (or such other documents or agreements necessary to give Buyers “control”
within the meaning of the UCC (as defined below)), all in form and substance
      reasonably satisfactory to Buyers. “UCC”
means
      the Uniform Commercial Code, as in effect from time to time, of the State of
      Delaware or of any other state the laws of which are required as a result
      thereof to be applied in connection with the issue of perfection of security
      interests in the Pledged Collateral; provided,
      that
      to the
      extent that the UCC is used to define any term herein or in any other documents
      and such term is defined differently in different Articles or Divisions of
      the
      UCC, the definition of such term contained in Article or Division 9 shall
      govern.

     

    SECTION
      5 Representations
      And Warranties.
      Each
      Pledgor represents and warrants as to the Pledged Collateral pledged by it
      as
      follows:

     

    (a) Such
      Pledgor is the legal and beneficial owner of the Pledged Collateral pledged
      by
      it, free and clear of any Lien on the Pledged Collateral.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Upon
      the
      delivery to Buyers of the Pledged Collateral pledged by such Pledgor and the
      filing of a UCC-1 financing statement, the pledge of such Pledged Collateral
      pursuant to this Pledge Agreement will create a valid and perfected first
      priority Lien in such Pledged Collateral securing the payment of such Pledgor’s
      Secured Obligations for the benefit of Buyers.

     

    (c) No
      authorization, approval, or other action by, and no notice to or filing with,
      any Governmental Authority is required either for the pledge by such Pledgor
      of
      Pledged Collateral pursuant to this Pledge Agreement or for the execution,
      delivery or performance of this Pledge Agreement by such Pledgor.

     

    (d) Such
      Pledgor has full power and authority to enter into this Pledge Agreement and
      has
      the right to pledge and grant a security interest in the Pledged Shares pledged
      by it and the other Pledged Collateral pledged by it, in each case as provided
      by this Pledge Agreement.

     

    (e) This
      Pledge Agreement has been duly authorized, executed and delivered by such
      Pledgor and constitutes its legal, valid and binding obligation, enforceable
      against it in accordance with its terms except as enforceability may be limited
      by bankruptcy, insolvency, reorganization, receivership, moratorium or other
      laws affecting the rights and remedies of creditors generally and by general
      equitable principles. 

     

    SECTION
      6 Further
      Assurances.
      Each
      Pledgor agrees that at any time and from time to time, at its expense, it will
      promptly execute and deliver, or cause to be executed and delivered, all stock
      powers, assignments, acknowledgments, financing statements, instruments and
      documents and take all further action, at the Buyers’ request, that Buyers
      reasonably deem necessary or advisable in order to perfect any security interest
      granted or purported to be granted hereby or to enable Buyers to exercise and
      enforce their rights and remedies hereunder with respect to any Pledged
      Collateral pledged by such Pledgor and to carry out the provisions and purposes
      hereof. Each Pledgor will, promptly upon request, provide to Buyers all
      information and evidence it may reasonably request concerning the Pledged
      Collateral pledged by such Pledgor to enable Buyers to enforce the provisions
      of
      this Pledge Agreement.

     

    SECTION
      7 Voting
      Rights; Sale Proceeds.

     

    (a) Each
      Pledgor shall be entitled to exercise any and all voting and other consensual
      rights pertaining to the Pledged Shares pledged by such Pledgor or any part
      thereof for any purpose not inconsistent with the terms of this Pledge
      Agreement; provided,
      however,
      that no
      Pledgor shall exercise or shall refrain from exercising any such right if such
      action or inaction could reasonably be expected to adversely affect the
      validity, priority or perfection of the security interests granted hereunder
      or
      would otherwise be inconsistent with or violate any provisions of this Pledge
      Agreement.

     

    (b) Any
      and
      all cash or other proceeds (equal to $7.50 per share) paid, payable or otherwise
      distributed in redemption of, or in exchange for, any Pledged Shares, shall
      in
      each case be delivered forthwith to an escrow agent pursuant to an escrow
      agreement, both of which shall be mutually satisfactory to the selling Pledgor
      and Buyers to hold as Pledged Collateral and shall, if received by a Pledgor,
      be
      received in trust for the benefit of the Buyers, be segregated from the other
      property or funds of such Pledgor, and be forthwith delivered to such escrow
      as
      Pledged Collateral in the same form as so received (with any necessary or
      requested endorsement). The selling Pledgors shall bear all fees and costs
      of
      such escrow. Any amounts received paid, payable or otherwise distributed in
      redemption of, or in exchange for, any Pledged Shares in excess of $7.50 per
      share shall be retained by the selling Pledgor and shall not be subject to
      this
      Agreement in any manner. 

     

    
      
        
        

      

      
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    SECTION
      8 Transfers
      And Other Liens; Additional Shares. 

     

    (a) Each
      Pledgor agrees that it will not (i) sell or otherwise dispose of, or grant
      any
      option with respect to, any of the Pledged Collateral unless the proceeds of
      such sale up to $7.50 per share are delivered to escrow pursuant to Section
      6(b)
      and such sale is made in accordance with the Stockholders Agreement of even
      date
      herewith among Pledgors, Parent and other persons named therein; (ii) create
      or
      permit to exist any Lien upon or with respect to any of the Pledged Collateral,
      except for the security interest granted under this Pledge Agreement; or (iii)
      enter into any agreement or understanding that purports to or may restrict
      or
      inhibit Buyers’ rights or remedies hereunder, including, without limitation,
      Buyers’ right to retain the Pledged Collateral. In connection with any sale of
      the Pledged Collateral in accordance with clause (i) of this subsection, Buyers
      shall deliver to the selling Pledgor the certificates for the Pledged Collateral
      being sold. 

     

    (b) Each
      Pledgor agrees that it will deliver to Buyers hereunder, promptly upon its
      acquisition thereof, any and all additional shares of stock received as a result
      of a split or subdivision of such Pledgor’s Pledged Shares (“Additional
      Shares”).

     

    SECTION
      9 Buyers
      May Perform.
      If any
      Pledgor fails to perform any agreement contained herein, either Buyer may itself
      perform, or cause performance of, such agreement, and the reasonable expenses
      of
      Buyers incurred in connection therewith shall be payable by such Pledgor.


     

    SECTION
      10 No
      Assumption Of Duties; Reasonable Care.
      The
      rights and powers granted to Buyers hereunder are being granted in order to
      preserve and protect Buyers’ security interest in and to the Pledged Collateral
      granted hereby and shall not be interpreted to, and shall not, impose any duties
      on Buyers in connection therewith except the duty to exercise reasonable care
      in
      the custody and preservation of the Pledged Collateral in its possession. Buyers
      shall be deemed to have exercised reasonable care in the custody and
      preservation of the Pledged Collateral in its possession if the Pledged
      Collateral is accorded treatment substantially equal to that which Buyers
      accords its own property, it being understood that Buyers shall not have any
      responsibility for (i) ascertaining or taking action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relative to any
      Pledged Collateral, whether or not Buyers have or are deemed to have knowledge
      of such matters or (ii) taking any necessary steps to preserve rights against
      any parties with respect to any Pledged Collateral. 

     

    SECTION
      11 Subsequent
      Changes Affecting Pledged Collateral.
      Each
      Pledgor represents to Buyers that it has made its own arrangements for keeping
      informed of changes or potential changes affecting the Pledged Collateral
      (including, but not limited to, rights to convert, rights to subscribe, payment
      of dividends, payments of interest and/or principal, reorganization or other
      exchanges, tender offers and voting rights), and each Pledgor agrees that Buyers
      shall have no responsibility or liability for informing such Pledgor hereunder
      of any such changes or potential changes or for taking any action or omitting
      to
      take any action with respect thereto. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    SECTION
      12 Remedies
      Upon Default.
      If a
      Pledgor shall have failed to pay a Secured Obligation of such Pledgor under
      Article 7 of the Merger Agreement and such failure shall be continuing, the
      Pledged Shares of such Pledgor in the amount of such Secured Obligation
      (assuming a per share price of $7.50) shall be cancelled in accordance with
      the
      Merger Agreement. 

     

    SECTION
      13 Attorney’s
      Fees.
      The
      prevailing party(ies) in any litigation, arbitration, bankruptcy, insolvency
      or
      other proceeding (the "Proceeding") relating to the enforcement or
      interpretation of this Agreement may recover from the unsuccessful party(ies)
      all costs, and actual attorney's fees (including expert witness and other
      consultants' fees and costs) relating to or arising out of (a) the Proceeding
      (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment
      or post-award proceeding including one to enforce or collect any judgment or
      award resulting from the Proceeding. All such judgments and awards will contain
      a specific provision for the recovery of all such subsequently incurred costs,
      expenses, and actual attorney's fees.

     

    SECTION
      14 Security
      Interest Absolute.
      All
      rights of Buyers and the security interests hereunder, and all obligations
      of
      the Pledgors hereunder, shall be absolute and unconditional irrespective of,
      and
      unaffected by any exchange, surrender, release or non-perfection of any other
      collateral, or any release or amendment or waiver of or consent to departure
      from any guaranty, for all or any of the Secured Obligations.

     

    SECTION
      15 Miscellaneous
      Provisions. 

     

    Section
      15.1 Notices. 
      All notices, approvals, consents or other communications required or desired
      to
      be given hereunder shall be in the form and manner, and delivered to the
      Pledgors (or any of them) and to the Buyers and to any other courtesy copy
      addressees, at their respective addresses set forth in Section 9.3
      of the
      Merger Agreement. 

     

    Section
      15.2 Headings. 
      The headings in this Pledge Agreement are for purposes of reference only and
      shall not affect the meaning or construction of any provision of this Pledge
      Agreement.

     

    Section
      15.3 Severability.
      The
      provisions of this Pledge Agreement are severable, and if any clause or
      provision shall be held invalid, illegal or unenforceable in whole or in part
      in
      any jurisdiction, then such invalidity or unenforceability shall affect in
      that
      jurisdiction only such clause or provision, or part thereof, and shall not
      in
      any manner affect such clause or provision in any other jurisdiction or any
      other clause or provision of this Pledge Agreement in any
      jurisdiction.

     

    Section
      15.4 Amendments,
      Waivers and Consents. 
      Any amendment of this Pledge Agreement shall not be effective unless the same
      shall be in writing and signed by Buyers and the Pledgors affected by such
      amendment. Any waiver of any provision of this Pledge Agreement and any consent
      to any departure by the Pledgors from any provision of this Pledge Agreement
      shall not be effective unless the same shall be in writing and signed by the
      waiving party and then such amendment or waiver shall be effective only in
      the
      specific instance and for the specific purposes for which given.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Section
      15.5 Interpretation
      of Agreement. 
      Time is of the essence in each provision of this Pledge Agreement of which
      time
      is an element. To the extent a term or provision of this Pledge Agreement
      conflicts with the Merger Agreement and is not dealt with herein with more
      specificity, the Merger Agreement shall control with respect to the subject
      matter of such term or provision. Acceptance of or acquiescence in a course
      of
      performance rendered under this Pledge Agreement shall not be relevant in
      determining the meaning of this Pledge Agreement even though the accepting
      or
      acquiescing party had knowledge of the nature of the performance and opportunity
      for objection.

     

    Section
      15.6 Continuing
      Security Interest; Transfer of Notes and Secured
      Obligations.
      This
      Pledge Agreement shall create a continuing security interest in the Pledged
      Collateral and shall (i) remain in full force and effect until full and final
      payment (including after twenty (20) months after the Closing Date) of the
      Secured Obligations, (ii) be binding upon each Pledgor, its successors,
      transferees and assigns and (iii) inure, together with the rights and
      remedies of Buyers hereunder, to the benefit of the successors, transferees
      and
      assigns of Buyers. 

     

    Section
      15.7 Reinstatement.
      To the
      maximum extent permitted by law, this Pledge Agreement shall continue to be
      effective or be reinstated, as the case may be, if at any time any amount
      received by Buyers in respect of the Secured Obligations is rescinded or must
      otherwise be restored or returned by Buyers upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of any Pledgor or any other Person
      or
      upon the appointment of any receiver, intervenor, conservator, trustee or
      similar official for any Pledgor or any other Person or any substantial part
      of
      its assets, or otherwise, all as though such payments had not been
      made.

     

    Section
      15.8 Survival
      of Provisions. 
      All representations, warranties and covenants of the Pledgors contained herein
      shall survive the execution and delivery of this Pledge Agreement, and shall
      terminate upon the termination hereof.

     

    Section
      15.9 Authority
      of Buyers.
      Buyers
      shall have and be entitled to exercise all powers hereunder which are
      specifically granted to Buyers by the terms hereof, together with such powers
      as
      are reasonably incident thereto. Buyers may perform any of their duties
      hereunder or in connection with the Pledged Collateral by or through agents
      or
      employees and shall be entitled to retain counsel and to act in reliance upon
      the advice of counsel concerning all such matters. Buyers and their directors,
      officers, employees, attorneys and agents shall be entitled to rely on any
      communication, instrument or document reasonably believed by it or them to
      be
      genuine and correct and to have been signed or sent by the proper person or
      persons. 

     

    Section
      15.10 Release;
      Termination of Agreement. 
      This Pledge Agreement shall terminate on the third anniversary of the date
      hereof (the "Termination
      Date");
      provided, however, if indemnification claims are pending on the Termination
      Date
      under Section 7.2(a) of the Merger Agreement, then this Pledge Agreement shall
      terminate on the date on which such pending indemnification claims are paid
      in
      accordance with Article 7 of the Merger Agreement. At such termination date,
      Buyers shall, at the request and expense of Buyers, reassign and redeliver
      to
      each Pledgor all of the Pledged Collateral pledged by such Pledgor hereunder
      without any legend referencing this Pledge Agreement which has not been retained
      or applied by Buyers in accordance with the terms hereof. Such reassignment
      and
      redelivery shall be without warranty by or recourse to Buyers, except as to
      the
      absence of any prior assignments by Buyers of their interest in the Pledged
      Collateral, and shall be at the expense of Buyers.

     

    
      
        
        

      

      
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    Section
      15.11 Counterparts. 
      This Pledge Agreement may be executed in any number of counterparts and by
      the
      different parties hereto on separate counterparts, each of which, when so
      executed and delivered, shall be deemed an original but all of which shall
      together constitute one and the same agreement.

     

    Section
      15.12 Governing
      Law; Arbitration; Jury Trial Waiver.

     

    (a) THIS
      AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES
      HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE
      (AS OPPOSED TO THE CONFLICT-OF-LAWS PROVISIONS); PROVIDED THAT ISSUES WITH
      RESPECT TO CREATION, PERFECTION OR ENFORCEMENT OF LIENS UNDER ARTICLE 9 OF
      THE
      UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH
      IN
      ARTICLE 9 OF THE UCC OF THE STATE OF DELAWARE; PROVIDED
      THAT
      BUYERS AND THE PLEDGORS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
      LAW.

     

    (b) NOTWITHSTANDING
      ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ANY CONTROVERSY OR CLAIM
      BETWEEN OR AMONG THE PARTIES, ARISING OUT OF OR RELATING TO THIS PLEDGE
      AGREEMENT, SHALL BE DETERMINED BY BINDING ARBITRATION PURSUANT TO THE TERMS
      AND
      CONDITIONS OF SECTION 9.16 OF THE MERGER AGREEMENT, SUBJECT TO THE EXCEPTIONS
      SET FORTH IN SECTION 9.16 OF THE MERGER AGREEMENT. 

     

    (c) No
      provision of Section 10.12(b) shall limit the right of Buyers to exercise
      self-help remedies such as setoff, foreclosure against or sale of any personal
      property collateral or security, or obtaining provisional or ancillary remedies
      from a court of competent jurisdiction before, after, or during the pendency
      of
      any arbitration or other proceeding. The exercise of a remedy does not waive
      the
      right of either party to resort to arbitration. 

     

    Section
      15.13 Waiver
      Of Jury Trial.
      SUBJECT
      TO THE PROVISIONS OF SECTION 16.13(d), EACH PLEDGOR AND BUYER EACH
      IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
      CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS PLEDGE
      AGREEMENT, THE MERGER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
      THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT
      BY
      ANY OF THE PARTIES AGAINST ANY OTHER PARTY
      OR
      ASSIGNEE. EACH PLEDGOR AND BUYER AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION
      SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
      THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
      WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
      PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
      ENFORCEABILITY OF THIS PLEDGE AGREEMENT OR THE MERGER AGREEMENT OR ANY PROVISION
      HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PLEDGE AGREEMENT AND THE MERGER
      AGREEMENT.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Section
      15.14 Limitation
      Of Liability.
      No
      Pledgor shall have any liability or obligation for any covenant of, or breach
      hereof by, any other Pledgor. Without limiting the generality of the foregoing,
      no Pledged Collateral pledged by a Pledgor shall be security for any obligations
      of any other Pledgor. No claim may be made by any party hereto against any
      other
      party hereto, or the affiliates, directors, officers, officers, employees,
      or
      agents of such parties, for punitive damages in respect of any claim for breach
      of contract or any other theory of liability arising out of or related to the
      transactions contemplated by this Pledge Agreement or the Merger Agreement,
      or
      any act, omission or event occurring in connection therewith, and each party
      hereto hereby waives, releases and agrees not to sue upon any claim for such
      punitive damages, whether or not accrued and whether or not known or suspected
      to exist in its favor.

     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    

      IN
        WITNESS WHEREOF, Pledgors and Buyers have each caused this Pledge Agreement
        to
        be duly executed and delivered as of the date first above
        written.

    

     

    
      	 	
              BUYERS:

            
	 	 
	 	
              GENERAL
                FINANCE CORPORATION

            
	 	 	 
	 	
              By:
                

            	/s/
              John O. Johnson
	 	 	
              Name:
                John O. Johnson

            
	 	 	
              Title:
                Chief Operating Officer

            
	 	 
	 	
              GFN
                NORTH AMERICA CORP.

            
	 	 	 
	 	
              By:
                

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

            
	 	 	
              Title:
                General Counsel

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              PLEDGORS:

            	 
	 	
              /s/
                Ronald F. Valenta

            	 
	 	
              Ronald
                F. Valenta

            	 


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	/s/
              Ronald L. Havner, Jr.
	 	
              Ronald
                L. Havner, Jr., as Trustee of the Havner

              Family
                Trust dated July 24, 1995

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

            
	 	 
	 	
              By:
                

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

            
	 	
              Title:
                Authorized Secretary

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              KAISER
                INVESTMENTS LIMITED

            
	 	 
	 	
              By:

            	/s/
              Colin James
	 	
              Name:
                Colin James

            
	 	
              Title:
                Director

            


    

     

    
      
        
        

      

      
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    SCHEDULE
      I

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    PLEDGE
      AMENDMENT

    


    This
      Pledge Amendment dated __________________ is delivered pursuant to Section 8(c)
      of the
      Pledge Agreement referred to below. The undersigned hereby agrees that this
      Pledge Amendment may be attached to the Pledge Agreement (the “Pledge
      Agreement”)
      dated
      as of July 22, 2008 among the undersigned and General Finance Corporation,
      a
      Delaware corporation (“Parent”),
      and
      GFN North America Corp., a Delaware corporation (“Sub”
and
      collectively with Parent, “Buyers”);
      capitalized terms defined therein being used herein as therein defined and
      that
      the shares and other instruments listed on this Pledge Amendment shall be deemed
      to be part of the Pledged Collateral and shall secure all Secured Obligations
      of
      the undersigned.

    
      

        
          	 	 	
                  [PLEDGOR]_____________________________,

                
	 	 	
                  a
                    ______________________________________________

                
	 	 	 	 	 
	
                  Date:

                	 	 	
                  By:

                	 	 
	 	 	 	
                  Name:
                    

                	 
	 	 	 	
                  Title:
                    

                	 


        

      

    

     

    
      
        
        

      

      
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