Unassociated Document


    Exhibit
      10.5

    


     

    April
      5,
      2006

     

    Morgan
      Joseph & Co. Inc.

    600
      Fifth
      Avenue, 19th Floor 

    New
      York,
      New York 10020

     

    Re:
      General Finance Corporation

     

    Ladies
      and Gentlemen: 

     

    This
      letter will confirm the agreement of the undersigned to purchase warrants
      (“Warrants”) of General Finance Corporation (“Company”) included in the units
      (“Units”) being sold in the Company’s initial public offering (“IPO”) upon the
      terms and conditions set forth herein. Each Unit is comprised of one share
      of
      common stock, par value $.0001 per share, of the Company (the “Common Stock”)
      and one Warrant to purchase one share of Common Stock. The shares of Common
      Stock and Warrants will not be separately tradable until 90 days after the
      effective date of the Company’s IPO unless Morgan Joseph & Co. Inc. (“Morgan
      Joseph & Co.” or the “Representative”) informs the Company of its decision
      to allow earlier separate trading.

     

    The
      undersigned agrees that on the date hereof it will enter into an agreement
      or
      plan in accordance with the guidelines specified by Rule 10b5-1 under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), with an
      independent broker-dealer (the “Broker”) registered under Section 15 of the
      Exchange Act which is neither affiliated with the Company, the Representative
      nor part of the underwriting or selling group, pursuant to which the Broker
      will
      purchase up to $595,000 of Warrants in the public marketplace for the
      undersigned’s account during the forty-trading day period commencing on the
      later of (i) the date separate trading of the Warrants has commenced or
      (ii) 60 calendar days after the end of the restricted period under
      Regulation M, at market prices not to exceed $1.20 per Warrant (“Maximum Warrant
      Purchase”). The undersigned shall instruct the Broker to fill such order in such
      amounts and at such times as the Broker may determine, in its sole discretion,
      during the forty-trading day period described above.

     

    As
      the
      date hereof, the undersigned represents and warrants that it is not aware of
      any
      material nonpublic information concerning the Company or any securities of
      the
      Company and is entering into this agreement in good faith and not as part of
      a
      plan or scheme to evade the prohibitions of Rule 10b5-1. The undersigned
      agrees that while this agreement is in effect, the undersigned shall comply
      with
      the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into
      or altering a corresponding or hedging transaction or position with respect
      to
      the Company’s securities. The undersigned further agrees that it shall not,
      directly or indirectly, communicate any material nonpublic information relating
      to the Company or the Company’s securities to any employee of the Representative
      or the Broker. The undersigned does not have, and shall not attempt to exercise,
      any influence over how, when or whether to effect purchases of Warrants pursuant
      to this agreement or the plan or agreement with the Broker.

     

    The
      undersigned shall instruct the Broker to make, keep, and produce promptly upon
      request a daily time-sequenced schedule of all Warrant purchases made pursuant
      to this agreement, on a transaction-by-transaction basis, including
      (i) size, time of execution, price of purchase; and (ii) the exchange,
      quotation system, or other facility through which the Warrant purchase
      occurred.

     

    Each
      of
      the undersigned agrees: (i) not to sell or transfer any of the Warrants
      purchased by him pursuant to this letter agreement until after the consummation
      a Business Combination (as defined in the Certificate of Incorporation of the
      Company); and (ii) the certificates for such Warrants shall contain a
      legend indicating such restriction on transferability.

     

    Kind
      regards,

     

    
      
        /s/
          Ronald F. Valenta

        Ronald
          F.
          Valenta