Unassociated Document


    Exhibit
      10.1

     

     

    THE
      REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF AGREES THAT
      IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN
      PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL
      NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR
      A
      PERIOD OF ONE YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
      THAN (I) MORGAN JOSEPH & CO. INC. (“MORGAN
      JOSEPH”)
      OR AN
      UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A
      BONA FIDE OFFICER OR PARTNER OF MORGAN JOSEPH OR OF ANY SUCH UNDERWRITER OR
      SELECTED DEALER.

     

    THIS
      PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY
      GENERAL FINANCE CORPORATION OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET
      ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS
      COMBINATION”)
      (AS
      DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN))
      OR April 5, 2007. VOID AFTER 5:00 P.M. LOS ANGELES LOCAL TIME, April 5,
      2011.

     

    UNIT
      PURCHASE OPTION

     

    FOR
      THE
      PURCHASE OF

     

    750,000
      UNITS


     

    OF

     

    GENERAL
      FINANCE CORPORATION

     

    1  Purchase
      Option

     

    THIS
      CERTIFIES THAT, in consideration of $100.00 duly paid to General Finance
      Corporation (the “Company”),
      Morgan Joseph & Co. Inc. (“Morgan
      Joseph”)
      or
      registered assigns (“Holder”)
      is
      entitled, at any time or from time to time upon the later of the consummation
      of
      a Business Combination or April 5, 2007 (“Commencement
      Date”),
      and
      at or before 5:00 p.m., Los Angeles local time, April 5, 2011 (“Expiration
      Date”),
      but
      not thereafter, to subscribe for, purchase and receive, in whole or in part,
      up
      to Seven Hundred Fifty Thousand (750,000) units (“Units”)
      of the
      Company, each Unit consisting of one share of common stock of the Company,
      par
      value $0.0001 per share (“Common
      Stock”),
      and
      one warrant (“Warrant”)
      expiring four years from the effective date (“Effective
      Date”)
      of the
      registration statement (“IPO
      Registration Statement”)
      pursuant to which Units are offered for sale to the public (the “IPO”).
      Each
      Warrant shall be in the same form as the warrants included in the Units being
      registered for sale to the public by way of the IPO Registration Statement
      (“Public
      Warrants”)
      except
      that the exercise price of each Warrant shall be $7.20 per share (subject to
      adjustment under the same circumstances that the exercise price of the Public
      Warrants is adjusted). If the Expiration Date is a day on which banking
      institutions are authorized by law to close, then this Purchase Option may
      be
      exercised on the next succeeding day that is not such a day in accordance with
      the terms herein. During the period ending on the Expiration Date, the Company
      agrees not to take any action that would terminate the Purchase Option. This
      Purchase Option is initially exercisable at $10.00 per Unit so purchased;
provided,
      however,
      that
      upon the occurrence of any of the events specified in Section 6 hereof, the
      rights granted by this Purchase Option, including the exercise price per Unit
      and the number of Units (and shares of Common Stock and Warrants) to be received
      upon such exercise, shall be adjusted as therein specified. The term
“Exercise
      Price”
shall
      mean the initial exercise price or the adjusted exercise price, depending on
      the
      context.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2  Exercise

     

    2.1  Exercise
      Form.
      In
      order to exercise this Purchase Option, the exercise form attached hereto must
      be duly executed and completed and delivered to the Company, together with
      this
      Purchase Option and payment of the Exercise Price for the Units being purchased,
      payable in cash or by certified check or official bank check. If the
      subscription rights represented hereby shall not be exercised at or before
      5:00
      p.m., Los Angeles local time, on the Expiration Date, this Purchase Option
      shall
      become and be void without further force or effect, and all rights represented
      hereby shall cease and expire.

     

    2.2  Legend.
      Each
      certificate for the securities purchased under this Purchase Option shall bear
      a
      legend as follows unless such securities have been registered under the
      Securities Act of 1933, as amended (the “Securities
      Act”):

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (“ACT”),
      OR
      APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
      OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT
      AND
      APPLICABLE STATE LAW.”

     

    2.3  Cashless
      Exercise 

     

    2.3.1  Determination
      of Amount.
      In lieu
      of the payment of the Exercise Price multiplied by the number of Units for
      which
      this Purchase Option is exercisable and in lieu of being entitled to receive
      Common Stock and Warrants in the manner required by Section 2.1, the Holder
      shall have the right (but not the obligation) to convert any exercisable but
      unexercised portion of this Purchase Option into Units (“Conversion
      Right”)
      as
      follows: upon exercise of the Conversion Right, the Company shall deliver to
      the
      Holder (without payment by the Holder of any of the Exercise Price in cash)
      that
      number of Units equal to the quotient obtained by dividing (x) the
“Value”
(as
      defined below) of the portion of the Purchase Option being converted by
      (y) the Current Market Value (as defined below). The “Value”
of
      the
      portion of the Purchase Option being converted shall equal the remainder derived
      from subtracting (a) (i) the Exercise Price multiplied by
      (ii) the number of Units underlying the portion of this Purchase Option
      being converted from (b) the Current Market Value of a Unit multiplied by
      the number of Units underlying the portion of the Purchase Option being
      converted. As used herein, the term “Current
      Market Value”
per
      Unit at any date means the remainder derived from subtracting (x) the
      exercise price of the Warrant multiplied by the number of shares of Common
      Stock
      issuable upon exercise of the Warrant underlying one Unit from (y) the
      Current Market Price of the Common Stock multiplied by the number of shares
      of
      Common Stock underlying the Warrant and the Common Stock issuable upon exercise
      of one Unit.

     

    The
      “Current
      Market Price”
of
      a
      share of Common Stock shall mean (i) if the Common Stock is listed on a
      national securities exchange or quoted on the Nasdaq National Market, Nasdaq
      SmallCap Market or Over-The-Counter Bulletin Board (or successor), the last
      sale
      price of the Common Stock in the principal trading market for the Common Stock
      as reported by the exchange, Nasdaq or the NASD, as the case may be;
      (ii) if the Common Stock is not listed on a national securities exchange or
      quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the
      Over-The-Counter Bulletin Board (or successor), but is traded in the residual
      over-the-counter market, the closing bid price for the Common Stock on the
      last
      trading day preceding the date in question for which such quotations are
      reported by the Pink Sheets, LLC or similar publisher of such quotations; and
      (iii) if the fair market value of the Common Stock cannot be determined
      pursuant to clause (i) or (ii) above, such price as the Board of Directors
      of the Company shall determine, in good faith.

     

    2.3.2  Mechanics
      of Cashless Exercise.
      The
      Cashless Exercise Right may be exercised by the Holder on any business day
      on or
      after the Commencement Date and not later than the Expiration Date by delivering
      the Purchase Option with the duly executed exercise form attached hereto with
      the cashless exercise section completed to the Company, exercising the Cashless
      Exercise Right and specifying the total number of Units the Holder will purchase
      pursuant to such Cashless Exercise Right.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3  Transfer

     

    3.1  General
      Restrictions.
      The
      Holder, by its acceptance hereof, agrees that it will not sell, transfer,
      assign, pledge or hypothecate this Purchase Option or its underlying shares
      for
      a period of one year following the Effective Date to anyone other than
      (i) Morgan Joseph & Co., Inc. (“Morgan
      Joseph”),
      or an
      underwriter or a selected dealer in connection with the IPO, or (ii) a bona
      fide officer or partner of Morgan Joseph or of any such underwriter or selected
      dealer in accordance with the National Association of Securities Dealers, Inc.
      (“NASD”)
      Conduct Rule 2710(g)(1). On and after the first anniversary of the
      Effective Date, transfers to others may be made subject to compliance with
      or
      exemptions from applicable securities laws. In order to make any permitted
      assignment, the Holder must deliver to the Company the assignment form attached
      hereto duly executed and completed, together with the Purchase Option and
      payment of all transfer taxes, if any, payable in connection therewith. The
      Company shall within five business days transfer this Purchase Option on the
      books of the Company and shall execute and deliver a new Purchase Option or
      Purchase Options of like tenor to the appropriate assignee(s) expressly
      evidencing the right to purchase the aggregate number of Units purchasable
      hereunder or such portion of such number as shall be contemplated by any such
      assignment.

     

    3.2  Restrictions
      Imposed by the Securities Act.
      The
      securities evidenced by this Purchase Option shall not be transferred unless
      and
      until (i) the Company has received the opinion of counsel for the Holder
      that the securities may be transferred pursuant to an exemption from
      registration under the Securities Act and applicable state securities laws,
      the
      availability of which is established to the reasonable satisfaction of the
      Company, or (ii) a registration statement or a post-effective amendment to
      the IPO Registration Statement relating to such securities has been filed by
      the
      Company and declared effective by the Securities and Exchange Commission (the
      “SEC”)
      and
      compliance with applicable state securities law has been
      established.

     

    4  Partial
      Exercises or Transfers; Lost Certificates

     

    4.1  Partial
      Exercise or Transfer.
      Subject
      to the restrictions in Section 3 hereof, this Purchase Option may be
      exercised or assigned in whole or in part. In the event of the exercise or
      assignment hereof in part only, upon surrender of this Purchase Option for
      cancellation, together with the duly executed exercise or assignment form and
      funds sufficient to pay any Exercise Price and/or transfer tax, the Company
      shall cause to be delivered to the Holder without charge a new Purchase Option
      of like tenor to this Purchase Option in the name of the Holder evidencing
      the
      right of the Holder to purchase the number of Units purchasable hereunder as
      to
      which this Purchase Option has not been exercised or assigned.

     

    4.2  Lost
      Certificate.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Purchase Option and of reasonably satisfactory
      indemnification and, if required by the Company, the posting of a bond, the
      Company shall execute and deliver a new Purchase Option of like tenor and date.
      Any such new Purchase Option executed and delivered as a result of such loss,
      theft, mutilation or destruction shall constitute a substitute contractual
      obligation on the part of the Company.

     

    5  Registration
      Rights 

     

    5.1  Definitions.
      For
      purposes of this Purchase Option, the following terms shall have the meanings
      set forth below

     

    5.1.1  “Demand
      Registration”
shall
      have the meaning set forth in Section 5.2.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    5.1.2  “Demanding
      Holders”
shall
      mean, in connection with any Demand Registration or Piggyback Registration,
      the
      Eligible Holders whose Registrable Securities are included in such
      Registration.

     

    5.1.3  “Eligible
      Holder”
shall
      mean a Holder of one of more of the Purchase Options, Units, Common Stock or
      Warrants included in the Units issued upon exercise of the Purchase Option,
      or
      Common Stock issued upon exercise of such Warrants, and “Eligible
      Holders”
means
      the Holders of all of the Purchase Options, Units, Common Stock or Warrants
      issued upon exercise of the Purchase Options, or Common Stock issued upon
      exercise of such Warrants; provided,
      however,
      that
“Eligible
      Holder”
shall
      not include any person or entity that holds Common Stock acquired upon exercise
      of the Purchase Option or upon exercise of Warrants acquired upon exercise
      of
      such Warrants that has been acquired pursuant to a transfer pursuant to
      Rule 144 or registered under the Securities Act (other than the
      registration statement pursuant to which the Purchase Option was
      registered).

     

    5.1.4  “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended.

     

    5.1.5  “Investor
      Securities”
shall
      mean the securities eligible for registration pursuant to the Registration
      Rights Agreement.

     

    5.1.6  “Piggyback
      Registration”
shall
      have the meaning set forth in Section 5.3.

     

    5.1.7  “Purchase
      Options”
shall
      mean this Purchase Option and any other identical Purchase Options (other than
      the number of Units that may be acquired and the identity of the Holder) derived
      from this Purchase Option as a result of transfer of a portion of this Purchase
      Option.

     

    5.1.8  “Registrable
      Securities”
shall
      mean the Common Stock included in the Units issuable upon exercise of the
      Purchase Options and the Common Stock issued or issuable upon exercise of the
      Warrants included in the Purchase Options, and all shares of Common Stock issued
      with respect to such securities as a result of any stock split or stock
      dividend; provided,
      however,
      that
      such shares of Common Stock shall cease to be Registrable Securities:
      (a) upon sale or transfer pursuant to an effective registration statement
      under the Securities Act; or (b) when all Registrable Shares held by an
      Eligible Holder can be sold or by the Eligible Holder under Rule 144 under
      the Securities Act within any three-month period.

     

    5.1.9  “Registration”
shall
      mean a Demand Registration or a Piggyback Registration.

     

    5.1.10  “Registration
      Rights Agreement”
shall
      mean that certain Amended and Restated Registration Rights Agreement dated
      as of
      March 3, 2006 between the Company and certain shareholders of the
      Company.

     

    5.1.11  “Underwriting
      Agreement”
shall
      mean that certain Underwriting Agreement dated April 5, 2006 by and among the
      Company, on one hand, and Morgan Joseph and several other underwriters on the
      other hand.

     

    5.2  Demand
      Registration 

     

    5.2.1  Grant
      of Right.
      The
      Company, upon written demand (“Initial
      Demand Notice”)
      of the
      Eligible Holder(s) of at least 51% of the Registrable Securities (“Initiating
      Holders”)
      at any
      time within the four-year period commencing one year after the Effective Date,
      agrees to register (the “Demand
      Registration”)
      under
      the Securities Act on one occasion all or any portion of the Registrable
      Securities requested by the Initiating Holders in the Initial Demand Notice
      and
      the Registrable Securities requested to be included by each other Eligible
      Holder within 15 days of receipt of notice of the Demand Registration from
      the
      Company. The Initial Demand Notice shall specify the number of shares of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. As a condition to including Registrable Securities in
      the
      Demand Registration, each Demanding Holder must furnish to the Company such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of the Registrable Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

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

     

    5.2.3  Filing
      Registration Statement.
      The
      Company shall, as expeditiously as possible and in any event within 60 days
      after receipt of the Initial Demand Notice, prepare and file with the SEC a
      Registration Statement on any form for which the Company then qualifies or
      which
      counsel for the Company shall deem appropriate and which form shall be available
      for the sale of all Registrable Securities to be registered thereunder in
      accordance with the intended method(s) of distribution thereof, and shall use
      its best efforts to cause such Registration Statement to become and remain
      effective for the period required by Section 5.2.5; provided,
      however,
      that
      the Company shall have the right to defer any Demand Registration for up to
      60
      days if the Company shall furnish to the Demanding Holders a certificate signed
      by the Chief Executive Officer or Chairman of the Company stating that, in
      the
      good faith judgment of the Board of Directors of the Company, it would be
      materially detrimental to the Company and its stockholders for such Registration
      Statement to be effected at such time; provided further,
      however,
      that
      the Company shall not have the right to exercise the right set forth in the
      immediately preceding proviso more than twice in any 365-day period in respect
      of a Demand Registration hereunder.

     

    5.2.4  Underwritten
      Offering 

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Underwriting
      Agreement.
      If the
      offering pursuant to the Demand Registration will be in the form of a firm
      commitment underwritten offering, the Company shall enter into an underwriting
      agreement with the managing underwriter(s) in form and substance reasonably
      satisfactory to the Company, which agreement shall contain such representations,
      warranties and covenants by the Company and such other terms as are customarily
      contained in agreements of that type. In addition, and as a condition to
      including their Registrable Securities in the Demand Registration, each
      Demanding Holder must: (i) enter into the underwriting agreement in a form
      approved by a majority-in-interest of the Initiating Holders; and
      (ii) execute appropriate custody agreements and otherwise cooperate fully
      in the preparation of the registration statement and other documents relating
      to
      any offering.

     

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

     

    5.2.5  Period
      of Effectiveness.
      The
      Company shall cause any registration statement filed pursuant to the Demand
      Registration to remain effective until the first to occur of (i) sale or
      transfer of all the Registrable Securities included in such registration
      statement and (ii) nine months from the effective date of such registration
      statement, which period shall be extended by the number of days in such period
      that the Company has advised the Demanding Holders cannot sell their Registrable
      Securities under the registration statement.

     

    5.3  Piggyback
      Registration 

     

    5.3.1  Piggyback
      Rights.
      If at
      any time during the seven-year period commencing on the Effective Date, the
      Company proposes to file a registration statement under the Securities Act
      with
      respect to an offering of equity securities, or securities or other obligations
      exercisable or exchangeable for, or convertible into, equity securities, by
      the
      Company for its own account or for stockholders of the Company for their account
      (or by the Company and by stockholders of the Company including, other than
      a
      registration statement (i) filed in connection with any employee stock
      option or other benefit plan, (ii) for an exchange offer or offering of
      securities solely to the Company’s existing stockholders, (iii) for an
      offering of debt that is convertible into equity securities of the Company,
      (iv) for a dividend reinvestment plan, or (v) for a reorganization,
      including a merger, sale of assets or an acquisition of a business, then the
      Company shall (x) give written notice of such proposed filing to the
      Eligible Holders as soon as practicable but in no event less than 10 days before
      the anticipated filing date, which notice shall describe the amount and type
      of
      securities to be included in such offering, the intended method(s) of
      distribution, and the name of the proposed managing underwriter or underwriters,
      if any, of the offering, and (y) offer to the holders of Registrable
      Securities in such notice the opportunity to register the sale of such number
      of
      shares of Registrable Securities as such holders may request in writing within
      five days following receipt of such notice (a “Piggyback
      Registration”).
      The
      Company shall cause such Registrable Securities to be included in such
      registration and shall request the managing underwriter or underwriters of
      a
      proposed underwritten offering to permit the Registrable Securities requested
      to
      be included in a Piggyback Registration on the same terms and conditions as
      any
      similar securities of the Company and to permit the sale or other disposition
      of
      such Registrable Securities in accordance with the intended method(s) of
      distribution thereof. All Demanding Holders proposing to distribute Registrable
      Securities through a Piggyback Registration that involves an underwriter or
      underwriters shall enter into an underwriting agreement in customary form with
      the underwriter or underwriters selected for such Piggyback
      Registration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.3.2  Reduction
      of Offering.
      If the
      managing underwriter or underwriters for a Piggyback Registration that is to
      be
      an underwritten offering advises the Company and the Demanding Holders in
      writing that the dollar amount or number of shares of Common Stock which the
      Company desires to sell, taken together with shares of Common Stock, if any,
      as
      to which registration has been demanded pursuant to written contractual
      arrangements with persons other than the Demanding Holders, and the shares
      of
      Common Stock, if any, as to which registration has been requested pursuant
      to
      the written contractual piggy-back registration rights of other stockholders
      of
      the Company, exceeds the Maximum Number of Shares, then the Company shall
      include in any such registration:

     

    (a)  If
      the
      registration is undertaken for the Company’s account: (i) first, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (iii) second, to the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities, if
      any, comprised of Registrable Securities and Investor Securities, as to which
      registration has been requested pursuant to the applicable written contractual
      piggy-back registration rights of such security holders, Pro Rata, that can
      be
      sold without exceeding the Maximum Number of Shares; and (iii) third, to
      the extent that the Maximum Number of shares has not been reached under the
      foregoing clauses (i) and (ii), the shares of Common Stock or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual piggy-back registration rights with
      such persons and that can be sold without exceeding the Maximum Number of
      Shares;

     

    (b)  If
      the
      registration is a “demand” registration undertaken at the demand of holders of
      Investor Securities, (i) first, the shares of Common Stock or other
      securities for the account of the demanding persons, Pro Rata, that can be
      sold
      without exceeding the Maximum Number of Shares; (ii) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (i), the shares of Common Stock or other securities that the Company
      desires to sell that can be sold without exceeding the Maximum Number of Shares;
      (iii) third, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clauses (i) and (ii), the shares of Registrable
      Securities, Pro Rata, as to which registration has been requested pursuant
      to
      the terms hereof, that can be sold without exceeding the Maximum Number of
      Shares; and (iv) fourth, to the extent that the Maximum Number of Shares
      has not been reached under the foregoing clauses (i), (ii) and (iii), the
      shares of Common Stock or other securities for the account of other persons
      that
      the Company is obligated to register pursuant to written contractual
      arrangements with such persons, that can be sold without exceeding the Maximum
      Number of Shares; and

     

    (c)  If
      the
      registration is a “demand” registration undertaken at the demand of persons
      other than holders of Investor Securities, (i) first, the shares of Common
      Stock or other securities for the account of the demanding persons that can
      be
      sold without exceeding the Maximum Number of Shares; (ii) second, to the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities that
      the Company desires to sell that can be sold without exceeding the Maximum
      Number of Shares; (iii) third, to the extent that the Maximum Number of
      Shares has not been reached under the foregoing clauses (i) and (ii),
      collectively the shares of Common Stock or other securities comprised of
      Registrable Securities and Investor Securities, Pro Rata, as to which
      registration has been requested pursuant to the terms hereof and of the
      Registration Rights Agreement, as applicable, that can be sold without exceeding
      the Maximum Number of Shares; and (iv) fourth, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing
      clauses (i), (ii) and (iii), the shares of Common Stock or other securities
      for the account of other persons that the Company is obligated to register
      pursuant to written contractual arrangements with such persons, that can be
      sold
      without exceeding the Maximum Number of Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.3.3  Withdrawal.
      Any
      Demanding Holder may elect to withdraw such Holder’s request for inclusion of
      Registrable Securities in any Piggyback Registration by giving written notice
      to
      the Company of such request to withdraw prior to the effectiveness of the
      registration statement. The Company (whether on its own determination or as
      the
      result of a withdrawal by persons making a demand pursuant to written
      contractual obligations) may withdraw a registration statement at any time
      prior
      to the effectiveness of the registration statement. Notwithstanding any such
      withdrawal, the Company shall pay all expenses incurred by the Demanding Holders
      in connection with such Piggyback Registration as provided in
      Section 5.3.4.

     

    5.4  General
      Terms

     

    5.4.1  Indemnification.
      In
      connection with each Registration, the Company shall indemnify the Demanding
      Holders and each person, if any, who controls such Holders within the meaning
      of
      Section 15 of the Securities Act or Section 20(a) of the Exchange Act
      against all loss, claim, damage, expense or liability (including all reasonable
      attorneys’ fees and other expenses reasonably incurred in investigating,
      preparing or defending against litigation, commenced or threatened, or any
      claim
      whatsoever whether arising out of any action between the underwriter and the
      Company or between the underwriter and any third party or otherwise) to which
      any of them may become subject under the Securities Act, the Exchange Act or
      otherwise, arising from such registration statement but only to the same extent
      and with the same effect as the provisions pursuant to which the Company has
      agreed to indemnify the underwriters contained in Section 5 of the
      Underwriting Agreement. The Demanding Holders, and their successors and assigns,
      shall severally, and not jointly, indemnify the Company, its officers and
      directors and each person, if any, who controls the Company within the meaning
      of Section 15 of the Securities Act or Section 20(a) of the Exchange
      Act, against all loss, claim, damage, expense or liability (including all
      reasonable attorneys’ fees and other expenses reasonably incurred in
      investigating, preparing or defending against any claim whatsoever) to which
      they may become subject under the Securities Act, the Exchange Act or otherwise,
      arising from information furnished by or on behalf of such Holders, or their
      successors or assigns, in writing, for specific inclusion in such registration
      statement to the same extent and with the same effect as the provisions
      contained in Section 5 of the Underwriting Agreement.

     

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

     

    5.4.3  Registration
      Expenses.
      The
      Company shall bear all costs and expenses incurred in connection with each
      Registration and all expenses incurred in performing or complying with its
      other
      obligations under this Agreement, whether or not the Registration Statement
      becomes effective, including, without limitation: (a) all registration and
      filing fees; (b) fees and expenses of compliance with securities or “blue
      sky” laws (including fees and disbursements of counsel in connection with blue
      sky qualifications of the Registrable Securities); (c) printing expenses;
      (d) the Company’s internal expenses (including, without limitation, all
      salaries and expenses of its officers and employees); (e) the fees and
      expenses incurred in connection with the listing of the Registrable Securities
      as required by Section 5.4.2; (f) NASD fees; (g) fees and
      disbursements of counsel for the Company and fees and expenses for independent
      certified public accountants retained by the Company; (h) the fees and
      expenses of any special experts retained by the Company in connection with
      such
      registration and (i) the fees and expenses of one legal counsel for all
      holders of securities included in such Registration. The Company shall have
      no
      obligation to pay any underwriting discounts or selling commissions attributable
      to the Registrable Securities being sold by the Demanding Holders, which
      underwriting discounts or selling commissions shall be borne by such Demanding
      Holders. Additionally, in an underwritten offering, all selling stockholders
      and
      the Company shall bear the expenses of the underwriter pro rata in proportion
      to
      the respective amount of shares each is selling in such offering.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.4.4  Exercise
      of Purchase Options.
      Nothing
      contained in this Purchase Option shall be construed as requiring the Holder
      to
      exercise this Purchase Option or Warrants underlying this Purchase Option prior
      to or after the initial filing of any registration statement or the
      effectiveness thereof.

     

    5.4.5  Documents
      Delivered to Holders.
      If
      requested by Morgan Joseph in connection with any Demand Registration, the
      Company shall furnish to them, as representatives of the Demanding Holders,
      a
      signed counterpart, addressed to the Demanding Holders, of (i) an opinion
      of counsel to the Company, dated the effective date of such registration
      statement (and, if such registration includes an underwritten public offering,
      an opinion dated the date of the closing under any underwriting agreement
      related thereto), and (ii) a “cold comfort” letter dated the effective date
      of such registration statement (and, if such registration includes an
      underwritten public offering, a letter dated the date of the closing under
      the
      underwriting agreement) signed by the independent public accountants who have
      issued a report on the Company’s financial statements included in such
      registration statement, in each case covering substantially the same matters
      with respect to such registration statement (and the prospectus included
      therein) and, in the case of such accountants’ letter, with respect to events
      subsequent to the date of such financial statements, as are customarily covered
      in opinions of issuer’s counsel and in accountants’ letters delivered to
      underwriters in underwritten public offerings of securities. The Company shall
      also deliver promptly to Morgan Joseph, as representative of the Demanding
      Holders, the correspondence and memoranda described below and copies of all
      correspondence between the SEC and the Company, its counsel or auditors and
      all
      memoranda relating to discussions with the SEC or its staff with respect to
      the
      registration statement and permit Morgan Joseph, as representative of the
      Demanding Holders, to do such investigation, upon reasonable advance notice,
      with respect to information contained in or omitted from the registration
      statement as it deems reasonably necessary to comply with applicable securities
      laws or rules of the NASD. Such investigation shall include access to books,
      records and properties and opportunities to discuss the business of the Company
      with its officers and independent auditors, all to such reasonable extent and
      at
      such reasonable times and as often as Morgan Joseph, as representative of the
      Demanding Holders, shall reasonably request. The Company shall not be required
      to disclose any confidential information or other records to Morgan Joseph,
      as
      representative of the Demanding Holders, or to any other person, until and
      unless such persons shall have entered into reasonable confidentiality
      agreements (in form and substance reasonably satisfactory to the Company),
      with
      the Company with respect thereto.

     

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

     

    6  Adjustments
      

     

    6.1  Adjustments
      to Exercise Price and Number of Securities.
      The
      Exercise Price and the number of Units underlying the Purchase Option shall
      be
      subject to adjustment from time to time as hereinafter set forth:

     

    6.1.1  Stock
      Dividends and Splits.
      If
      after the date hereof, and subject to the provisions of Section 6.4 below,
      the number of outstanding shares of Common Stock is increased by a stock
      dividend payable in shares of Common Stock or by a split-up of shares of Common
      Stock or other similar event, then, on the effective date thereof, the number
      of
      shares of Common Stock underlying each of the Units purchasable hereunder shall
      be increased in proportion to such increase in outstanding shares. In such
      case,
      the number of shares of Common Stock, and the exercise price applicable thereto,
      underlying the Warrants underlying each of the Units purchasable hereunder
      shall
      be adjusted in accordance with the terms of the Warrants. For example, if the
      Company declares a two-for-one stock dividend and at the time of such dividend
      this Purchase Option is for the purchase of one Unit at $10.00 per whole Unit
      (each Warrant underlying the Units is exercisable for $7.20 per share), upon
      effectiveness of the dividend, this Purchase Option will be adjusted to allow
      for the purchase of one Unit at $10.00 per Unit, each Unit entitling the holder
      to receive two shares of Common Stock and two Warrants (each Warrant exercisable
      for $3.60 per share).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.1.2  Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 6.4, the
      number of outstanding shares of Common Stock is decreased by a consolidation,
      combination or reclassification of shares of Common Stock or other similar
      event, then, on the effective date thereof, the number of shares of Common
      Stock
      underlying each of the Units purchasable hereunder shall be decreased in
      proportion to such decrease in outstanding shares. In such case, the number
      of
      shares of Common Stock, and the exercise price applicable thereto, underlying
      the Warrants underlying each of the Units purchasable hereunder shall be
      adjusted in accordance with the terms of the Warrants.

     

    6.1.3  Replacement
      of Securities upon Reorganization, etc.
      In case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that
      solely affects the par value of such shares of Common Stock, or in the case
      of
      any merger or consolidation of the Company with or into another corporation
      (other than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the property of the Company
      as an
      entirety or substantially as an entirety in connection with which the Company
      is
      dissolved, the Holder of this Purchase Option shall have the right thereafter
      (until the expiration of the right of exercise of this Purchase Option) to
      receive upon the exercise hereof, for the same aggregate Exercise Price payable
      hereunder immediately prior to such event, the kind and amount of shares of
      stock or other securities or property (including cash) receivable upon such
      reclassification, reorganization, merger or consolidation, or upon a dissolution
      following any such sale or transfer, by a Holder of the number of shares of
      Common Stock of the Company obtainable upon exercise of this Purchase Option
      and
      the underlying Warrants immediately prior to such event; and if any
      reclassification also results in a change in shares of Common Stock covered
      by
      Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to
      Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this
      Section 6.1.3 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

     

    6.1.4  Changes
      in Form of Purchase Option.
      This
      form of Purchase Option need not be changed because of any change pursuant
      to
      this Section, and Purchase Options issued after such change may state the same
      Exercise Price and the same number of Units as are stated in the Purchase
      Options initially issued pursuant to this Agreement. The acceptance by any
      Holder of the issuance of new Purchase Options reflecting a required or
      permissive change shall not be deemed to waive any rights to an adjustment
      occurring after the Commencement Date or the computation thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.2  Substitute
      Purchase Option.
      In case
      of any consolidation of the Company with, or merger of the Company with, or
      merger of the Company into, another corporation (other than a consolidation
      or
      merger which does not result in any reclassification or change of the
      outstanding Common Stock), the corporation formed by such consolidation or
      merger shall execute and deliver to the Holder a supplemental Purchase Option
      providing that the holder of each Purchase Option then outstanding or to be
      outstanding shall have the right thereafter (until the stated expiration of
      such
      Purchase Option) to receive, upon exercise of such Purchase Option, the kind
      and
      amount of shares of stock and other securities and property receivable upon
      such
      consolidation or merger, by a holder of the number of shares of Common Stock
      of
      the Company for which such Purchase Option might have been exercised immediately
      prior to such consolidation, merger, sale or transfer. Such supplemental
      Purchase Option shall provide for adjustments that shall be identical to the
      adjustments provided in Section 6. The above provision of this Section
      shall similarly apply to successive consolidations or mergers.

     

    6.3  Elimination
      of Fractional Interests.
      The
      Company shall not be required to issue certificates representing fractions
      of
      shares of Common Stock or Warrants upon the exercise of the Purchase Option,
      nor
      shall it be required to issue scrip or pay cash in lieu of any fractional
      interests, it being the intent of the parties that all fractional interests
      shall be eliminated by rounding any fraction up to the nearest whole number
      of
      Warrants, shares of Common Stock or other securities, properties or
      rights.

     

    7  Reservation
      and Listing 

     

    The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon exercise of
      the
      Purchase Options or the Warrants underlying the Purchase Options, such number
      of
      shares of Common Stock or other securities, properties or rights as shall be
      issuable upon the exercise thereof. The Company covenants and agrees that,
      upon
      exercise of the Purchase Options and payment of the Exercise Price therefor,
      all
      shares of Common Stock and other securities issuable upon such exercise shall
      be
      duly and validly issued, fully paid and non-assessable and not subject to
      preemptive rights of any stockholder. The Company further covenants and agrees
      that upon exercise of the Warrants underlying the Purchase Options and payment
      of the respective Warrant exercise price therefor, all shares of Common Stock
      and other securities issuable upon such exercise shall be duly and validly
      issued, fully paid and non-assessable and not subject to preemptive rights
      of
      any stockholder. As long as the Purchase Options shall be outstanding, the
      Company shall use its best efforts to cause all Registrable Securities to be
      listed (subject to official notice of issuance) on all securities exchanges
      (or,
      if applicable on the Nasdaq National Market, SmallCap Market, OTC Bulletin
      Board
      or any successor trading market) on which the Common Stock of the Company may
      then be listed and/or quoted.

     

    8  Certain
      Notice Requirements 

     

    8.1  Holder’s
      Right to Receive Notice.
      Nothing
      herein shall be construed as conferring upon the Holder the right to vote or
      consent as a stockholder for the election of directors or any other matter,
      or
      as having any rights whatsoever as a stockholder of the Company. If, however,
      at
      any time prior to the expiration of the Purchase Option and its exercise, any
      of
      the events described in Section 8.2 shall occur, then, in one or more of
      said events, the Company shall give written notice of such event at least 10
      days prior to the date fixed as a record date or the date of closing the
      transfer books for the determination of the stockholders entitled to such
      dividend, distribution, conversion or exchange of securities or subscription
      rights, or entitled to vote on such proposed dissolution, liquidation, winding
      up or sale. Such notice shall specify such record date or the date of the
      closing of the transfer books, as the case may be. Notwithstanding the
      foregoing, the Company shall deliver to each Holder a copy of each notice given
      to the other stockholders of the Company at the same time and in the same manner
      that such notice is given to the stockholders.

     

    8.2  Events
      Requiring Notice.
      The
      Company shall be required to give the notice described in this Section 8.2
      upon one or more of the following events: (i) if the Company shall take a
      record of the holders of its shares of Common Stock for the purpose of entitling
      them to receive a cash dividend or distribution payable otherwise than out
      of
      retained earnings, as indicated by the accounting treatment of such dividend
      or
      distribution on the books of the Company, or (ii) the Company shall offer
      to all the holders of its Common Stock any additional shares of capital stock
      of
      the Company or securities convertible into or exchangeable for shares of capital
      stock of the Company, or any option, right or warrant to subscribe therefor,
      or
      (iii) a dissolution, liquidation or winding up of the Company.

     

    8.3  Notice
      of Change in Exercise Price.
      The
      Company shall, promptly after an event requiring a change in the Exercise Price
      pursuant to Section 6 hereof, send notice to the Holders of such event and
      change (“Price
      Notice”).
      The
      Price Notice shall describe the event causing the change and the method of
      calculating same and shall be certified as being true and accurate by the
      Company’s Chief Financial Officer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.4  Transmittal
      of Notices.
      All
      notices, requests, consents and other communications under this Purchase Option
      shall be in writing and shall be deemed to have been duly made when hand
      delivered, or mailed by express mail or private courier service: (i) if to
      the registered Holder of this Purchase Option, to the address of such Holder
      as
      shown on the books of the Company, or (ii) if to the Company, to the
      executive offices of the Company, Attn; Chief Executive Officer.

     

    9  Miscellaneous
      

     

    9.1  Amendments.
      The
      Company and Morgan Joseph may from time to time supplement or amend this
      Purchase Option without the approval of any of the Holders in order to cure
      any
      ambiguity, to correct or supplement any provision contained herein that may
      be
      defective or inconsistent with any other provisions herein, or to make any
      other
      provisions in regard to matters or questions arising hereunder that the Company
      and Morgan Joseph may deem necessary or desirable and that the Company and
      Morgan Joseph deem shall not adversely affect the interest of the Holders.
      All
      other modifications or amendments shall require the written consent of and
      be
      signed by the party against whom enforcement of the modification or amendment
      is
      sought.

     

    9.2  Headings.
      The
      headings contained herein are for the sole purpose of convenience of reference,
      and shall not in any way limit or affect the meaning or interpretation of any
      of
      the terms or provisions of this Purchase Option.

     

    9.3  Entire
      Agreement.
      This
      Purchase Option (together with the other agreements and documents being
      delivered pursuant to or in connection with this Purchase Option) constitutes
      the entire agreement of the parties hereto with respect to the subject matter
      hereof, and supersedes all prior agreements and understandings of the parties,
      oral and written, with respect to the subject matter hereof.

     

    9.4  Binding
      Effect.
      This
      Purchase Option shall inure solely to the benefit of and shall be binding upon,
      the Holder and the Company and their permitted assignees, respective successors,
      legal representative and assigns, and no other person shall have or be construed
      to have any legal or equitable right, remedy or claim under or in respect of
      or
      by virtue of this Purchase Option or any provisions herein
      contained.

     

    9.5  Governing
      Law; Submission to Jurisdiction.
      This
      Purchase Option shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflict of
      laws. The Company hereby agrees that any action, proceeding or claim against
      it
      arising out of, or relating in any way to this Purchase Option shall be brought
      and enforced in the courts of the State of New York or of the United States
      of
      America for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenient forum. Any process or summons to be served upon the Company may
      be
      served by transmitting a copy thereof by registered or certified mail, return
      receipt requested, postage prepaid, addressed to it at the address set forth
      in
      Section 8.4 of this Agreement. Such mailing shall be deemed personal
      service and shall be legal and binding upon the Company in any action,
      proceeding or claim. The Company and the Holder agree that the prevailing
      party(ies) in any such action shall be entitled to recover from the other
      party(ies) all of its reasonable attorneys’ fees and expenses relating to such
      action or proceeding and/or incurred in connection with the preparation
      therefor.

     

    9.6  Waiver,
      Etc.
      The
      failure of the Company or the Holder to at any time enforce any of the
      provisions of this Purchase Option shall not be deemed or construed to be a
      waiver of any such provision, nor to in any way affect the validity of this
      Purchase Option or any provision hereof or the right of the Company or the
      Holder to thereafter enforce each and every provision of this Purchase Option.
      No waiver of any breach, non-compliance or non-fulfillment of any of the
      provisions of this Purchase Option shall be effective unless set forth in a
      written instrument executed by the party or parties against whom or which
      enforcement of such waiver is sought; and no waiver of any such breach,
      non-compliance or non- fulfillment shall be construed or deemed to be a waiver
      of any other or subsequent breach or non-compliance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.7  Execution
      in Counterparts.
      This
      Purchase Option may be executed in one or more counterparts, and by the
      different parties hereto in separate counterparts, each of which shall be deemed
      to be an original, but all of which taken together shall constitute one and
      the
      same agreement, and shall become effective when one or more counterparts has
      been signed by each of the parties hereto and delivered to each of the other
      parties hereto.

     

    9.8  Exchange
      Agreement.
      As a
      condition of the Holder’s receipt and acceptance of this Purchase Option, Holder
      agrees that, at any time prior to the complete exercise of this Purchase Option
      by Holder, if the Company and Morgan Joseph enter into an agreement
      (“Exchange
      Agreement”)
      pursuant to which they agree that all outstanding Purchase Options will be
      exchanged for securities or cash or a combination of both, then Holder shall
      agree to such exchange and become a party to the Exchange
      Agreement.

     

    IN
      WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by
      its
      duly authorized officer as of the April 10, 2005.

     

    
      	 	 	 
	
              Dated:
                April 10, 2005

            	GENERAL
              FINANCE
              CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
              Ronald F. Valenta
	 	
              
Name: 
	 	
              Title: 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Form
      to
      be used to exercise Purchase Option: 

     

    General
      Finance Corporation

     

    [Address]
      

     

    Date:_____________________,
      200___ 

     

    The
      undersigned hereby elects irrevocably to exercise all or a portion of the within
      Purchase Option and to purchase ___________ Units of General Finance Corporation
      and hereby makes payment of $________ (at the rate of $_______ per Unit) in
      payment of the Exercise Price pursuant thereto. Please issue the Common Stock
      and Warrants as to which this Purchase Option is exercised in accordance with
      the instructions given below.

     

    or

    


    The
      undersigned hereby elects irrevocably to convert its right to purchase
      ___________ Units purchasable under the within Purchase Option by surrender
      of
      the unexercised portion of the attached Purchase Option (with a “Value” of
      $________ based on a “Market Price” of $________). Please issue the securities
      comprising the Units as to which this Purchase Option is exercised in accordance
      with the instructions given below.

     

    
      	 	 

	 	
              NOTICE:
                The signature to this assignment must correspond with the name as
                written
                upon the face of the Purchase Option in every particular, without
                alteration or enlargement or any change
                whatever.

            


    

    


    Signature(s)
      Guaranteed: 

     

     

      
        

      

    

    THE
      SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
      STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
      IN
      AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C.
      RULE 17Ad-15).

     

    INSTRUCTIONS
      FOR REGISTRATION OF SECURITIES

    


    
      	Name	 
              


    

     

    (Print
      in
      Block Letters)

     

    
      
        	Address
                	 
                


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Form
      to
      be used to assign Purchase Option: 

     

    ASSIGNMENT

     

    (To
      be
      executed by the registered Holder to effect a transfer of the within Purchase
      Option):

     

    FOR
      VALUE
      RECEIVED, __________________________ does hereby sell, assign and transfer
      unto
      __________ the right to purchase _______________ Units of General Finance
      Corporation (“Company”) evidenced by the within Purchase Option and does hereby
      authorize the Company to transfer such right on the books of the
      Company.

     

    Dated:
      __________________, 20__ 

     

    
 

    
      	 	 
	 	
              Signature
                

            
	 	 
	 	 
	 	 
	 	
              NOTICE:
                The signature to this assignment must correspond with the name as
                written
                upon the face of the Purchase Option in every particular, without
                alteration or enlargement or any change
                whatever.

            


    

    


    Signature(s)
      Guaranteed: 

     

    


    
      
        

      
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
      S.E.C. RULE 17Ad-15).