Unassociated Document


    Exhibit
      10.4

     

    STOCK
      ESCROW AGREEMENT

     

    This
      Stock Escrow Agreement (this “Agreement”)
      is
      made and entered into as of April 5, 2006, by and among Continental Stock
      Transfer and Trust Company, a New York corporation (“Escrow
      Agent”),
      General Finance Corporation, a Delaware corporation (the “Company”),
      and
      the undersigned stockholders (each, a “Stockholder”
and
      collectively, the “Stockholders”)
      of the
      Company, with reference to the following facts:

     

    A. The
      Company has entered into an Underwriting Agreement dated April 5, 2006
      (“Underwriting
      Agreement”),
      with
      Morgan Joseph & Co. Inc., acting as representative (the “Representative”)
      of the
      underwriters (collectively, the “Underwriters”),
      pursuant to which, among other matters, the Underwriters have agreed to purchase
      7,500,000 units (“Units”)
      of the
      Company. Each Unit consists of one share of the Company’s common stock, par
      value $.0001 per share (“Common
      Stock”),
      and
      one Warrant to purchase one share of Common Stock, all as more fully described
      in the Company’s final prospectus, dated april 5, 2006 (“Prospectus”)
      comprising part of the Company’s Registration Statement on Form S-1 (File
      No. 333-129830) under the Securities Act of 1933, as amended (“Registration
      Statement”).

     

    B. In
      order
      to facilitate the public offering of the Units, each Stockholder has agreed
      to
      deposit all shares of Common Stock that he owns as of the date hereof, as set
      forth opposite his name in Exhibit A attached hereto (collectively
“Escrow
      Shares”),
      in
      escrow as hereinafter provided.

     

    C. The
      Company and the Stockholders desire that the Escrow Agent accept the Escrow
      Shares, in escrow, to be held and disbursed as hereinafter
      provided.

     

    NOW,
      THEREFORE, with reference to the foregoing facts, the parties agree as
      follows:

     

    1.  Appointment
      of Escrow Agent.
      The
      Company and the Stockholders hereby appoint the Escrow Agent to act in
      accordance with and subject to the terms of this Agreement, and the Escrow
      Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

     

    2.  Deposit
      of Escrow Shares.
      On or
      before the effective date of the Registration Statement, each Stockholder shall
      deliver to the Escrow Agent a certificate representing his Escrow Shares, to
      be
      held and disbursed subject to the terms and conditions of this Agreement. Each
      Stockholder acknowledges that the certificate representing his Escrow Shares
      is
      legended to reflect the deposit of such Escrow Shares under this
      Agreement.

     

    3.  Disbursement
      of the Escrow Shares.

     

    3.1  The
      Escrow Agent shall hold the Escrow Shares from the date of delivery until the
      Release Date (the “Escrow
      Period”).

     

    3.2  For
      purposes of this Agreement: 

     

    3.2.1  “Business
      Combination”
shall
      have the meaning set forth in the Certificate of Incorporation of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2.2  “Release
      Date”
shall
      mean the earliest to occur of: (a) one year from the closing of the
      Business Combination; (b) the Sale Date; and (c) the Trust Account
      Liquidation Date.

     

    3.2.3  “Sale
      Date”
shall
      mean the date following a Business Combination that a Stockholder Liquidation
      Event occurs.

     

    3.2.4  “Stockholder
      Liquidation Event”
shall
      mean: (a) the merger, consolidation, reorganization or similar transaction
      involving the Company (or a successor to the Company) in which the common
      stockholders of the Company (or such successor) have the right to exchange
      their
      shares of Common Stock (or successor securities) for cash, securities or other
      property, but excluding a reorganization in which the common stockholders
      exchange their shares for shares of a newly formed holding company and have
      substantially the same proportionate interests in the holding company that
      they
      had in the Company (or successor); (b) the liquidation of the Company; or
      (c) the sale of all or substantially all of the assets of the
      Company.

     

    3.2.5  “Trust
      Account”
shall
      have the meaning set forth in the Certificate of Incorporation of the
      Company.

     

    3.2.6  “Trust
      Account Liquidation Date”
shall
      mean the date prior to the completion of a Business Combination that the Trust
      Account is liquidated and the funds in the Trust Account are distributed to
      the
      beneficial owners of the Trust Account.

     

    3.3  Upon
      the
      Release Date, the Escrow Agent shall disburse to each Stockholder his respective
      Escrow Shares to the address on the stock register of the Company or as may
      otherwise be directed by the Stockholder in writing.

     

    3.4  The
      Company agrees to notify the Escrow Agent in advance of any anticipated
      Stockholder Liquidation Event or Trust Account Liquidation Date and upon the
      occurrence thereof. The Escrow Agent shall rely upon a certificate (the
“Officer’s
      Certificate”),
      executed by the Chief Executive Officer or Chief Financial Officer of the
      Company, in form reasonably acceptable to the Escrow Agent, that certifies
      that
      the Release Date has occurred, and shall not be required to disburse the Escrow
      Shares unless and until it receives the Officer’s Certificate.

     

    4.  Rights
      of Stockholders in Escrow Shares.

     

    4.1  Rights
      as a Stockholder.
      Except
      as provided in this Section 4 and the Insider Letter (as defined below),
      each Stockholder shall retain all of his rights as a stockholder of the Company
      with respect to his Escrow Shares during the Escrow Period, including, without
      limitation:

     

    4.1.1  the
      right
      to vote; and 

     

    4.1.2  the
      right
      to receive dividends and distributions, with cash dividends paid to the
      Stockholder and dividends paid in stock or other non-cash property
      (“Non-Cash
      Dividends”)
      delivered to the Escrow Agent to hold in accordance with the terms hereof (and
      the term “Escrow
      Shares”
shall
      be deemed to include the Non-Cash Dividends distributed with respect to any
      Escrow Shares held by the Escrow Agent prior to the distribution).

     

    4.2  Restrictions
      on Transfer.
      During
      the Escrow Period, each Stockholder agrees not to sell, transfer or assign
      any
      or all of his Escrow Shares except (a) by gift to an immediate family
      member of the Stockholder or to a trust, the beneficiary of which is the
      Stockholder or a member of the immediate family of the Stockholder; (b) by
      virtue of the laws of descent and distribution upon death of any Stockholder,
      or
      (c) pursuant to a qualified domestic relations order; provided, however,
      that such permissive transfers may be implemented only upon the respective
      transferee’s written agreement to be bound by the terms and conditions of this
      Agreement as a Stockholder and of the Insider Letter signed by the transferring
      Stockholder transferring the Escrow Shares. During the Escrow Period, each
      Stockholder agrees that it may not pledge or grant a security interest in the
      Escrow Shares or grant a security interest in his rights under this Agreement.
      For purposes of this Agreement, “Insider
      Letter”
means
      a
      letter agreement between the Stockholder, the Representative and the Company
      substantially in the form of Exhibit 10.1 to the Registration Statement at
      the effective date of the Registration Statement, as the same shall have been
      supplemental or amended, setting forth certain rights and obligations of the
      Stockholder in certain events, including but not limited to the liquidation
      of
      the Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.  Concerning
      the Escrow Agent.

     

    5.1  Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be protected in acting upon any order, notice, demand, certificate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termination or rescission of this Agreement
      unless evidenced by a writing delivered to the Escrow Agent signed by the proper
      party or parties and, if the duties or rights of the Escrow Agent are affected,
      unless it shall have given its prior written consent thereto.

     

    5.2  Indemnification.
      The
      Company agrees to indemnify and hold the Escrow Agent harmless from and against
      any expenses, including counsel fees and disbursements, or losses suffered
      by
      the Escrow Agent in connection with any action, suit or other proceeding
      involving any claim which in any way, directly or indirectly, arises out of
      or
      relates to this Agreement, the services of the Escrow Agent hereunder, or the
      Escrow Shares held by it hereunder, other than expenses or losses arising from
      the gross negligence or willful misconduct of the Escrow Agent. Promptly after
      the receipt by the Escrow Agent of notice of any demand or claim or the
      commencement of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discretion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circumstances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall
      survive in the event the Escrow Agent resigns or is discharged pursuant to
      Sections 5.5 or 5.6 below.

     

    5.3  Compensation.
      The
      Escrow Agent shall be entitled to reasonable compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimbursement from the Company for all expenses paid or incurred by it in
      the
      administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disbursements and all taxes or other
      governmental charges.

     

    5.4  Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Stockholder
      shall
      deliver or cause to be delivered to the Escrow Agent such further documents
      and
      instruments and shall do or cause to be done such further acts as the Escrow
      Agent shall reasonably request to carry out more effectively the provisions
      and
      purposes of this Agreement, to evidence compliance herewith or to assure itself
      that it is protected in acting hereunder.

     

    5.5  Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by giving the other parties hereto written notice, and such
      resignation shall become effective as hereinafter provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      successor escrow agent appointed by the Company the Escrow Shares held
      hereunder. If no new escrow agent is so appointed within the 60-day period
      following the giving of such notice of resignation, the Escrow Agent may deposit
      the Escrow Shares with any court it reasonably deems appropriate.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.6  Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the Company and the holders
      of a majority of the Escrow Shares, provided, however, that such resignation
      shall become effective only upon acceptance of appointment by a successor escrow
      agent as provided in Section 5.5.

     

    5.7  Liability.
      Notwithstanding anything herein to the contrary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    6.  Miscellaneous.
      

     

    6.1  Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction.

     

    6.2  Third-Party
      Beneficiaries.
      The
      Stockholders hereby acknowledge that the Underwriters are third-party
      beneficiaries of this Agreement and this Agreement may not be modified or
      changed without the prior written consent of the Representative.

     

    6.3  Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged.

     

    6.4  Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

     

    6.5  Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

     

    6.6  Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private courier service, return receipt requested,
      postage prepaid, and shall be deemed given when so delivered personally or,
      if
      mailed, two days after the date of mailing, as follows:

     

    
      	
              If
                to the Company, to: 

               

              General
                Finance Corporation

              260
                S. Los Robles, Suite 217 

              Pasadena,
                California 91101

              Attn:
                Chief Executive Officer

            


    

     

    If
      to a
      Stockholder, to his address set forth on the stock register of the Company
      or to
      the address directed by the Stockholder in writing.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              and
                if to the Escrow Agent, to: 

               

              Continental
                Stock Transfer & Trust Company

              17
                Battery Place

              New
                York, New York 10004

              Attn:
                Chairman

            
	
              A
                copy of any notice sent hereunder shall be sent to:

               

              Morgan
                Joseph & Co. Inc.

              600
                Fifth Avenue, 19th Floor

              New
                York, New York 10020

              Attn:
                Mike Powell

            
	
               

              and

               

              Troy
                & Gould, PC

              1801
                Century Park East, Suite 1600

              Los
                Angeles, CA 90067-2367

              Attn:
                Alan B. Spatz, Esq.

            
	
               

              and

               

              McDermott
                Will & Emery LLP

              340
                Madison Avenue

              New
                York, NY 10017

              Attn:
                Joel Rubinstein, Esq.

            


    

     

    Any
      party
      may change the person and address to which the notices or other communications
      are to be sent by giving written notice to any such change in the manner
      provided herein for giving notice.

     

    6.7  Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      and
      dissolution of the Company in the event that the Company fails to consummate
      a
      Business Combination within the time period(s) specified in the
      Prospectus.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    WITNESS
      the execution of this Stock Escrow Agreement as of the date first above
      written.

     

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

            
	 	
              Name: Ronald
                F. Valenta

              Title: Chief
                Executive Officer

            


    

     

    
      	 	 	 
	 	CONTINENTAL
              STOCK
              TRANSFER & TRUST COMPANY
	 
 	 
 	 
 
	
            	By:  	/s/
              Steven Nelson 
	 	
              
Steven
              Nelson 
	 	
               

            
	 	 
	 	 STOCKHOLDERS:
	 	 /s/ Ronald
              F. Valenta
	 	 Ronald
              F. Valenta
	 	 
	 	 /s/ John O.
              Johnson
	 	 John
              O. Johnson
	 	 
	 	 /s/ James
              B. Roszak
	 	 James
              B. Roszak
	 	 
	 	 /s/ Lawrence
              Glascott
	 	 Lawrence
              Glascott
	 	 
	 	 /s/ Manuel
              Marrero
	 	 Manuel
              Marrero
	 	 
	 	 /s/ Marc
              Perez
	 	 Marc
              Perez
	 	 
	 	 /s/ David
              M. Connell
	 	 David
              M. Connell


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

     

    
      	
              Name
                of Stockholder

            	 	
              Number

              of
                Shares

            	 	
              Stock

              Certificate
                Number

            	 	
              Date
                of

              Insider
                Letter

            
	
              Ronald
                F. Valenta

            	 	
              1,410,000

            	 	
              17

            	 	
              March
                3, 2006

            
	
              John
                O. Johnson

            	 	
              356,250

            	
               

            	
              11

            	 	
              March
                3, 2006

            
	
              James
                B. Roszak

            	 	
              22,500

            	 	
              12

            	 	
              March
                3, 2006

            
	
              David
                M. Connell

            	 	
              22,500

            	 	
              13

            	 	
              March
                3, 2006

            
	
              Lawrence
                Glascott

            	 	
              22,500

            	 	
              14

            	 	
              March
                3, 2006

            
	
              Manuel
                Marrero

            	 	
              22,500

            	 	
              15

            	 	
              March
                3, 2006

            
	
              Marc
                Perez

            	 	
              18,750

            	 	
              16

            	 	
              March
                3, 2006