EXHIBIT
10.1

     

     

     

    


    


    GENERAL
FINANCE CORPORATION

    


    


    SERIES
A PREFERRED STOCK PURCHASE AGREEMENT

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
OF CONTENTS

    


     

    
      
        	 	 	
                Page 

              
	 	 	 
	
                1.

              	
                Purchase
      and Sale of Preferred Stock.

              	
                1

              
	 	 	 
	 
      	
                1.1

              	
                Sale
      and Issuance of Series A Preferred Stock.

              	
                1

              
	 
      	
                1.2

              	
                Closing;
      Delivery.

              	
                1

              
	 	 	 
	
                2.

              	
                Representations
      and Warranties of Company

              	
                2

              
	 	 	 
	 
      	
                2.1

              	
                Organization,
      Good Standing and Qualification

              	
                2

              
	 
      	
                2.2

              	
                Capitalization

              	
                2

              
	 
      	
                2.3

              	
                Authorization

              	
                3

              
	 
      	
                2.4

              	
                Valid
      Issuance of Securities

              	
                3

              
	 
      	
                2.5

              	
                Governmental
      Consents

              	
                3

              
	 
      	
                2.6

              	
                Litigation

              	
                3

              
	 
      	
                2.7

              	
                Compliance
      with Other Instruments.

              	
                3

              
	 
      	
                2.8

              	
                Action.

              	
                4

              
	 
      	
                2.9

              	
                Disclosure

              	
                4

              
	 
      	
                2.10

              	
                Title
      to Property and Assets

              	
                4

              
	 
      	
                2.11

              	
                Tax
      Returns and Payments

              	
                4

              
	 
      	
                2.12

              	
                Insurance

              	
                4

              
	 
      	
                2.13

              	
                Labor
      Agreements and Actions

              	
                5

              
	 
      	
                2.14

              	
                Permits

              	
                5

              
	 	 	 
	
                3.

              	
                Representations
      and Warranties of Purchasers

              	
                5

              
	 	 	 
	 
      	
                3.1

              	
                Authorization

              	
                5

              
	 
      	
                3.2

              	
                Purchase
      Entirely for Own Account

              	
                5

              
	 
      	
                3.3

              	
                Disclosure
      of Information

              	
                5

              
	 
      	
                3.4

              	
                Restricted
      Securities

              	
                6

              
	 
      	
                3.5

              	
                No
      Public Market

              	
                6

              
	 
      	
                3.6

              	
                Legends

              	
                6

              
	 
      	
                3.7

              	
                Accredited
      Investor

              	
                7

              
	 
      	
                3.8

              	
                No
      Advertisement; Residence

              	
                7

              
	 	 	 
	
                4.

              	
                Conditions
      of Purchasers’ Obligations at Closing

              	
                7

              
	 	 	 
	 
      	
                4.1

              	
                Representations
      and Warranties

              	
                7

              
	 
      	
                4.2

              	
                Performance

              	
                7

              
	 
      	
                4.3

              	
                Qualifications

              	
                7

              
	 	 	 
	
                5.

              	
                Conditions
      of Company’s Obligations at Closing

              	
                7

              
	 	 	 
	 
      	
                5.1

              	
                Representations
      and Warranties

              	
                7

              
	 
      	
                5.2

              	
                Performance

              	
                7

              
	 
      	
                5.3

              	
                Qualifications

              	
                7

              
	 	 	 
	
                6.

              	
                Miscellaneous.

              	
                7

              
	 	 	 
	 
      	
                6.1

              	
                Survival
      of Warranties

              	
                7

              
	 
      	
                6.2

              	
                Transfer;
      Successors and Assigns

              	
                8

              
	 
      	
                6.3

              	
                Governing
      Law

              	
                8

              
	 
      	
                6.4

              	
                Counterparts

              	
                8

              
	 
      	
                6.5

              	
                Titles
      and Subtitles

              	
                8

              
	 
      	
                6.6

              	
                Notices

              	
                8

              
	 
      	
                6.7

              	
                Finder’s
      Fee

              	
                8

              
	 
      	
                6.8

              	
                Fees
      and Expenses

              	
                8

              
	 
      	
                6.9

              	
                Attorney’s
      Fees

              	
                8

              
	 
      	
                6.10

              	
                Amendments
      and Waivers

              	
                8

              
	 
      	
                6.11

              	
                Severability

              	
                9

              
	 
      	
                6.12

              	
                Delays
      or Omissions

              	
                9

              
	 
      	
                6.13

              	
                Entire
      Agreement

              	
                9

              
	 
      	
                6.14

              	
                Confidentiality

              	
                9

              
	 
      	
                6.15

              	
                Exculpation
      Among Purchasers

              	
                10

              


      

    

    
 

    
      
        
        

      

      
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    GENERAL
FINANCE CORPORATION

    


    SERIES
A PREFERRED STOCK PURCHASE AGREEMENT

    


    This
Series A Preferred Stock Purchase Agreement (the “Agreement”) is
entered into as of this ___ day of _______, 200__ by and between General Finance
Corporation, a Delaware corporation (the “Company”), and the
investors listed on Exhibit A
attached hereto (each a “Purchaser” and
together the “Purchasers”).

    


    RECITALS

    


    A.           Concurrently
with the execution of this Agreement, Company and Purchasers have executed and
delivered a Registration Rights Agreement (the “Registration Rights
Agreement”) which requires Company to register the Stock (as defined
below) for public trading and resale.

    


    B.           The
parties hereby agree as follows:

    


    1      Purchase
and Sale of Preferred Stock.  

    


    1.1           Sale
and Issuance of Series A Preferred Stock. 

    


    (a)           Company
has adopted and filed with the Secretary of State of Delaware the Certificate of
Designation in the form attached hereto as Exhibit B (the
“Certificate”).

    


    (b)           Subject
to the terms and conditions of this Agreement, each Purchaser agrees to purchase
at the Closing, and Company agrees to sell and issue to each Purchaser at the
Closing (as defined below), that number of shares of Series A 12.5% Cumulative
Preferred Stock, par value $0.0001 per share (“Series A Preferred
Stock”) set forth opposite each such Purchaser’s name on Exhibit A
attached hereto at a purchase price of $50.00 per share.  The shares
of Series A Preferred Stock issued to Purchasers pursuant to this Agreement
shall be hereinafter referred to herein as the “Stock.”

    


    1.2           Closing;
Delivery.  

    


    (a)           The purchase and sale of the Stock shall
take place at the offices of Company located at 39 East Union Street, Pasadena,
California at 10:00 a.m., on January 30, 2009, or at such other time and
place established by Company (which time and place are designated as the
“Closing”).

    


    (b)           At
the Closing, Company shall deliver to each Purchaser a certificate representing
the Stock being purchased thereby against payment of the purchase price therefor
by check or by wire transfer to Company’s bank account set forth in Exhibit C attached
hereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2      Representations
and Warranties of Company.  Company
hereby represents and warrants to each Purchaser that:

    


    2.1           Organization,
Good Standing and Qualification.  Company
is a corporation duly organized, validly existing and in good standing under the
laws of Delaware and has all requisite corporate power and authority to carry on
its business.   Company is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure so to qualify
would have a material adverse effect on its business or properties.

    


    2.2           Capitalization. 
The
authorized capital of Company consists, or will consist, immediately prior to
the Closing, of:

    


    (a)           Preferred
Stock.  1,000,000 shares of preferred Stock, of which (i) 900,000
shares have been designated Series A Preferred Stock, none of which were issued
and outstanding immediately prior to the Closing and (ii) 100,000 shares have
been designated Series B 8% Cumulative Preferred Stock, par value $0.0001 per
share (“Series B
Preferred Stock” and collectively with the Series A Preferred Stock, the
“Preferred
Stock”), 100 shares of which were issued and outstanding immediately
prior to the Closing.  The rights, privileges and preferences of the
Preferred Stock are as stated in the Certificate.

     

    (b)           Common
Stock.   100,000,000 shares of Common Stock, par value of
$0.0001 per share (the “Common Stock”), of
which 17,826,052 shares were issued and outstanding immediately prior to the
Closing.  All of the outstanding shares of Common Stock have been duly
authorized, are fully paid and non-assessable and issued in compliance with all
applicable federal and state securities laws.

     

    (c)            Warrants.   5,072,380 warrants with an exercise
price of $6.00 per warrant, each of which is exercisable for one share of Common
Stock (“Public
Offering Warrants”),
were issued and outstanding immediately prior to the Closing.  500,000
warrants with an exercise price of $8.00 per warrant, each of which is
exercisable for one share of Common Stock (“Private Offering
Warrants”), were issued
and outstanding immediately prior to the Closing.

     

    (d)           Units.   750,000
units (“Units”)
with an exercise price of $10.00 per unit were issued and outstanding
immediately prior to the Closing, with each unit consisting of one share of
Common Stock and one warrant (and collectively with the Public Offering Warrants
and the Private Offering Warrants, the “Warrants”) with an
exercise price of $7.20 per warrant, which is exercisable for one share of
Common Stock.

     

    (e)           Stock
Options.   Company has reserved 2,500,000 shares of Common
Stock for issuance to officers, directors, employees and consultants of Company
pursuant to the General Finance Corporation 2006 Stock Option Plan adopted by
the Board of Directors and approved by Company stockholders (the “Stock Option
Plan”).  1,379,000 options to purchase shares were granted as
of November 8, 2008.

     

    (f)           Company
has reserved:

     

    (i)           5,072,380
shares of Common Stock for issuance upon exercise o the Public Offering
Warrants,

     

    (ii)           500,000
shares of Common Stock for issuance upon exercise of the Private Offering
Warrants; and

     

    (iii)           1,500,000
shares of Common Stock for issuance upon exercise of the Units and the warrant
included within the Units.

    


    
      
        
        

      

      
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    (g)           Except
as set forth in this Section 2.2 there are no outstanding shares of common
stock, preferred stock, warrants, units, options or rights (including conversion
or preemptive rights and rights of first refusal or similar rights) or
agreements, orally or in writing, for the purchase or acquisition
from  Company of any shares of its capital stock.

    


    2.3           Authorization. 
All
corporate action on the part of Company necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
Company hereunder and the authorization, issuance and delivery of the Stock has
been taken or will be taken prior to the Closing, and the Agreement, when
executed and delivered by Company, shall constitute a valid and legally binding
obligation of Company, enforceable against Company in accordance with its terms
except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and other laws of general application
affecting enforcement of creditors’ rights generally, as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies.

    


    2.4           Valid
Issuance of Securities.  The Stock
being issued to Purchasers hereunder, when issued, sold and delivered in
accordance with the terms hereof for the consideration expressed herein, will be
duly and validly issued, fully paid and non-assessable and free of restrictions
on transfer other than restrictions on transfer under applicable state and
federal securities laws.  Based in part upon the representations of
Purchasers in this Agreement, the Stock will be issued in compliance with all
applicable federal and state securities laws.

    


    2.5           Governmental
Consents.  No
consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local
governmental authority on the part of Company is required in connection with the
consummation of the transactions contemplated by this Agreement, except for
filings pursuant to applicable state securities laws and Regulation D of
the Securities Act of 1933, as amended (the “Securities Act”), and
the laws of foreign jurisdictions in which the Stock is offered and
sold.

    


    2.6           Litigation. 
There is
no action, suit, proceeding or investigation pending or, to Company’s knowledge,
currently threatened against Company or any of its subsidiaries that questions
the validity of this Agreement or the right of Company to enter into them, or to
consummate the transactions contemplated hereby, or that might result, either
individually or in the aggregate, in any material adverse change in the assets,
condition or affairs of Company, financially or otherwise, nor is Company aware
that there is any basis for the foregoing.

    


    2.7           Compliance with Other
Instruments. 


     

    Company
and its subsidiaries are not in violation or default of any provisions of its
Certificate of Incorporation, Bylaws, charter documents or of any instrument,
judgment, order, writ, decree or contract to which it is a party or by which it
is bound or, to its knowledge, of any provision of federal or state statute,
rule or regulation applicable to Company.  The execution, delivery and
performance of this Agreement, the issuance of the Stock and the consummation of
the transactions contemplated hereby will not result in any such violation or be
in conflict with or constitute, with or without the passage of time and giving
of notice, either a default under any such provision, instrument, judgment,
order, writ, decree or contract or an event which results in the creation of any
lien, charge or encumbrance upon any assets of Company.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    2.8           Action. 


     

    Neither
Company nor any of its subsidiaries has (i) declared or paid any dividends,
or authorized or made any distribution upon or with respect to any class or
series of its capital stock, (ii) made any loans or advances to any person,
other than ordinary advances for travel expenses, or (iii) sold, exchanged
or otherwise disposed of any of its assets or rights, other than the sale of its
inventory in the ordinary course of business.

    


    2.9           Disclosure. 
Company
has fully provided Purchasers with all the information that Purchasers have
requested for deciding whether to acquire the Stock and all information that
Company believes is reasonably necessary to enable Purchasers to make such a
decision.  To Company’s knowledge, no representation or warranty of
Company contained in this Agreement, any certificate furnished or to be
furnished to Purchasers at the Closing (when read together) contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading in light
of the circumstances under which they were made. From November 14, 2007 to the
Closing Date Company has timely filed or otherwise transmitted all forms,
reports and documents required to be filed with the U.S. Securities and Exchange
Commission (the “SEC”) under the
Securities Act and the Securities and Exchange Act of 1934, as amended
(collectively, the “SEC Filings”). None
of the SEC Filings contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein at the time they were filed in light of the
circumstances under which they were made, not misleading, except for these
statements (if any) as have been modified by subsequent filings with the SEC,
prior to the date hereof.

    


    2.10           Title
to Property and Assets.  Company
and its subsidiaries own its property and assets free and clear of all
mortgages, liens, loans and encumbrances, except such encumbrances and liens
which arise in the ordinary course of business or which are necessary to secure
loans and borrowing by its subsidiaries.  With respect to the property
and assets it leases, Company and its subsidiaries are in compliance with such
leases and, to its knowledge, hold a valid leasehold interest free of any liens,
claims or encumbrances.

    


    2.11           Tax
Returns and Payments.  Company
and its subsidiaries have filed all tax returns and reports as required by
law.  These returns and reports are true and correct in all material
respects.  Company has paid all taxes and other assessments
due.

    


    2.12           Insurance. 
Company
and its subsidiaries have in full force and effect fire and casualty insurance
policies, with extended coverage, sufficient in amount (subject to reasonable
deductibles) to allow it to replace any of its properties that might be damaged
or destroyed.

    


    
      
        
        

      

      
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    2.13           Labor
Agreements and Actions.  There is
no strike or other labor dispute involving Company or its subsidiaries pending,
or to the knowledge of Company threatened, which could have a material adverse
effect on the assets, properties, financial condition, operating results, or
business of Company, nor is Company aware of any labor organization activity
involving its employees.

    


    2.14           Permits. 
Company
and each of its subsidiaries have all franchises, permits, licenses and any
similar authority necessary for the conduct of its business as currently
conducted, the lack of which could materially and adversely affect the business,
properties, prospects, or financial condition of
Company.   Company is not in default in any material respect
under any of such franchises, permits, licenses or other similar
authority.

    


    3      Representations
and Warranties of Purchasers.   Each
Purchaser, severally and not jointly,  hereby represents and warrants
to Company that:

    


    3.1           Authorization. 
Such
Purchaser has full power and authority to enter into this
Agreement.  The Agreements, when executed and delivered by Purchaser,
will constitute valid and legally binding obligations of Purchaser, enforceable
in accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, and any other
laws of general application affecting enforcement of creditors’ rights
generally, and as limited by laws relating to the availability of a specific
performance, injunctive relief, or other equitable remedies.

    


    3.2           Purchase
Entirely for Own Account.  Purchaser
either (a) has a preexisting personal or business relationship with Company or
any of its directors or officers or (b) by reason of Purchaser’s business or
financial experience or the business or financial experience of their
professional advisers who are unaffiliated with and who are not compensated by
Company or any affiliate or selling agent of Company, directly or indirectly,
could be reasonably assumed to have the capacity to protect their own interests
in connection with the purchase of Stock.  This Agreement is made with
Purchaser in reliance upon Purchaser’s representation to Company, which by
Purchaser’s execution of this Agreement, Purchaser hereby confirms, that the
Stock to be acquired by Purchaser will be acquired for investment for
Purchaser’s own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that Purchaser has no present
intention of selling, granting any participation in, or otherwise distributing
the same in violation of federal or state securities laws.  By
executing this Agreement, Purchaser further represents that Purchaser does not
presently have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participations to such person or to any third
person, with respect to any of the Stock. Purchaser has not been formed for the
specific purpose of acquiring the Stock.

    


    3.3           Disclosure
of Information.  Purchaser
has had an opportunity to review the private placement memorandum concerning the
sale of the Stock (the “PPM”) and discuss
Company’s business, management, financial affairs and the terms and conditions
of the offering of the Stock with a representative of Company’s
management.

    


    
      
        
        

      

      
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    3.4           Restricted
Securities.  Purchaser
understands that the Stock has not been, and until the first anniversary of the
Closing Date will not be, registered under the Securities Act, by reason of a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of Purchaser’s representations as expressed
herein.   Purchaser understands that the Stock is a “restricted
security” under applicable U.S. federal and state securities laws and that,
pursuant to these laws, Purchaser must hold the Stock indefinitely unless it is
registered with the SEC and qualified by state authorities, or an exemption from
such registration and qualification requirements is
available.  Purchaser acknowledges that Company has no obligation to
register or qualify the Stock for resale except as set forth in the Registration
Rights Agreement.  Purchaser further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on
various requirements including, but not limited to, the time and manner of sale,
the holding period for the Stock, and on requirements relating to Company which
are outside of  Purchaser’s control, and which Company is under no
obligation and may not be able to satisfy.

    


    3.5           No
Public Market.  Purchaser
understands that no public market now exists for the Stock, that the Stock is
not convertible into securities issued by Company that trade in a public market
and that Company is not required to register or qualify the Stock for public
trading or resale except as set forth in the Registration Rights
Agreement.

    


    3.6           Legends. 
Purchaser
understands that the Stock and any securities issued in respect of or exchange
for the Stock, may bear one or all of the following legends:

    


    (a)    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF IN VIOLATION OF
FEDERAL OR STATE SECURITIES LAWS.  NO SUCH SALE OR DISTRIBUTION MAY BE
UNDERTAKEN WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL IN A FORM SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.”

    


    (b)      Any
legend set forth in the Registration Rights Agreement.

     

    (c)      Any
legend required by the Blue Sky laws of any state or any similar laws of any
foreign jurisdiction to the extent such laws are applicable to the shares
represented by the certificate so legended.

    


    
      
        
        

      

      
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    3.7           Accredited
Investor.  Purchaser
is an accredited investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act.

    


    3.8           No Advertisement; Residence. 
In
connection with the transaction contemplated in the Agreement, Purchaser did not
receive and is not aware of any (a) advertisement, article, notice or other
communication published in any newspaper, magazine, or similar media or
broadcast over television or radio or (b) any invitation to or any
seminar or meeting whose attendees have been invited by any general solicitation
or general advertising.   Purchaser resides in the state or
province identified in the address of Purchaser hereinafter shown below its
signature.

    


    4      Conditions
of Purchasers’ Obligations at Closing.  The
obligations of each Purchaser to Company under this Agreement are subject to the
fulfillment, on or before the Closing, of each of the following conditions,
unless otherwise waived:

    


    4.1           Representations
and Warranties.  The
representations and warranties of Company contained in Section 2 shall
be true and correct in all material respects on and as of the Closing with the
same effect as though such representations and warranties had been made on and
as of the date of the Closing.

    


    4.2           Performance. 
Company
shall have performed and complied with all covenants, agreements, obligations
and conditions contained in this Agreement that are required to be performed or
complied with by it on or before the Closing.

    


    4.3           Qualifications. 
All
authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the United States of America (“U.S.”), of any state
or any other jurisdiction that are required in connection with the lawful
issuance and sale of the Stock pursuant to this Agreement shall be obtained and
effective as of the Closing.

    


    5      Conditions
of Company’s Obligations at Closing.  The
obligations of Company to each Purchaser under this Agreement are subject to the
fulfillment, on or before the Closing, of each of the following conditions,
unless otherwise waived:

    


    5.1           Representations
and Warranties.  The
representations and warranties of each Purchaser contained in Section 3 shall
be true and correct in all material respects on and as of the Closing with the
same effect as though such representations and warranties had been made on and
as of the Closing.

    


    5.2           Performance. 
All
covenants, agreements and conditions contained in this Agreement to be performed
by Purchasers on or prior to the Closing shall have been performed or complied
with in all material respects.

    


    5.3           Qualifications. 
All
authorizations, approvals or permits, if any, of any governmental authority or
regulatory body of the U.S., of any state or any other jurisdiction that are
required in connection with the lawful issuance and sale of the Stock pursuant
to this Agreement shall be obtained and effective as of the
Closing.

    


    6      Miscellaneous. 

    


    6.1           Survival
of Warranties.  Unless
otherwise set forth in this Agreement, the warranties, representations and
covenants of Company and Purchasers contained in or made pursuant to this
Agreement shall survive the execution and delivery of this Agreement and the
Closing for a period of one (1) year following the Closing.

    


    
      
        
        

      

      
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    6.2           Transfer;
Successors and Assigns.  The terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective successors and assigns of the parties.  Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

    


    6.3           Governing
Law.  This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of Delaware, without giving effect to principles of
conflicts of law.

    


    6.4           Counterparts. 
This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one
instrument.

    


    6.5           Titles
and Subtitles.  The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.

    


    6.6           Notices. 
Any
notice required or permitted by this Agreement shall be in writing and shall be
deemed sufficient upon delivery, when delivered personally or by overnight
courier or sent by telegram or fax, or forty-eight (48) hours after being
deposited in the U.S. mail, as certified or registered mail, with postage
prepaid, addressed to the party to be notified at such party’s address as set
forth on the signature page or Exhibit A
hereto, or as subsequently modified by written notice.

    


    6.7           Finder’s
Fee.  Except as
disclosed in the PPM, each party represents that it neither is nor will be
obligated for any finder’s fee or commission in connection with this
transaction.  Each Purchaser agrees to indemnify and to hold harmless
Company from any liability for any commission or compensation in the nature of a
finder’s fee (and the costs and expenses of defending against such
liability or asserted liability) for which each Purchaser or any of its
officers, employees, or representatives is responsible.  Company
agrees to indemnify and hold harmless each Purchaser from any liability for any
commission or compensation in the nature of a finder’s fee (and the costs
and expenses of defending against such liability or asserted liability) for
which Company or any of its officers, employees or representatives
is responsible.

    


    6.8           Fees
and Expenses.  Each
Purchaser shall be responsible for their respective fees and expenses incurred
with respect to this Agreement, the documents referred to herein and the
transactions contemplated hereby and thereby.

    


    6.9           Attorney’s
Fees.  If any
action at law or in equity (including arbitration) is necessary to enforce or
interpret the terms of any of this Agreement, the prevailing party shall be
entitled to reasonable attorney’s fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

    


    6.10           Amendments
and Waivers.  Any term
of this Agreement may be amended or waived only with the written consent of
Company and the holders of at least a majority of the Stock.  Any
amendment or waiver undertaken in accordance with this Section 6.10
shall be binding upon Purchasers and each transferee of the Stock, each future
holder of all such securities, and Company.

    


    
      
        
        

      

      
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    6.11           Severability. 
If one or
more provisions of this Agreement are held to be unenforceable under applicable
law, the parties agree to renegotiate such provision in good
faith.  In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (a) such
provision shall be excluded from this Agreement, (b) the balance of the
Agreement shall be interpreted as if such provision were so excluded and
(c) the balance of the Agreement shall be enforceable in accordance with
its terms.

    


    6.12           Delays
or Omissions.  No delay
or omission to exercise any right, power or remedy accruing to any party under
this Agreement, upon any breach or default of any other party under this
Agreement, shall impair any such right, power or remedy of such non-breaching or
non-defaulting party nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  Any waiver, permit, consent or approval of any
kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing.  All remedies,
either under this Agreement or by law or otherwise afforded to any party, shall
be cumulative and not alternative.

    


    6.13           Entire
Agreement.  This
Agreement, and the documents referred to herein constitute the entire agreement
between the parties hereto pertaining to the subject matter hereof, and any and
all other written or oral agreements relating to the subject matter hereof
existing between the parties hereto are expressly canceled.

    


    6.14           Confidentiality. 
Each
party hereto agrees that, except with the prior written permission of the other
party, it shall at all times keep confidential and not divulge, furnish or make
accessible to anyone any confidential information, knowledge or data concerning
or relating to the business or financial affairs of the other parties to which
such party has been or shall become privy by reason of this Agreement,
discussions or negotiations relating to this Agreement, the performance of its
obligations hereunder or the ownership of Stock purchased hereunder. The
foregoing provisions of this Section 6.14 shall only apply to the extent that
such information (a) was known to the public prior to the disclosure by the such
party, (b) becomes known to the public through no fault of such party, (c) is
disclosed to such party on a non-confidential basis by a third party having a
legal right to make such disclosure and under no contractual obligation not to
make such disclosure, (d) is disclosed by such party in accordance with a
judicial or other government order, provided that such party gives written
notice to Company prior to such disclosure, or (e) is independently developed by
such party; provided, however, that a party may disclose such proprietary or
confidential information to any adviser, director, officer or other employee of
such party or any affiliate thereof for the purpose of evaluating and monitoring
its investment in  Company as long as such adviser, director, officer
or other employee is advised of the confidentiality provisions of this Section
6.14 and agrees to be bound by this Section 6.14. The provisions of this Section 6.14
shall be in addition to, and not in substitution for, the provisions of any
separate nondisclosure agreement executed by the parties hereto with respect to
the transactions contemplated hereby.

    


    6.15           Exculpation
Among Purchasers.  Each
Purchaser acknowledges that it is not relying upon any person, firm or
corporation, other than Company and its officers and directors, in making its
investment or decision to invest in Company.  Each Purchaser agrees
that no Purchaser nor the respective controlling persons, officers, directors,
partners, agents, or employees of any Purchaser shall be liable to any other
Purchaser for any action heretofore or hereafter taken or omitted to be taken by
any of them in connection with the purchase of the Stock.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    The
parties have executed this Series A Preferred Stock Purchase Agreement as of the
date first written above.

     

    
      
        	 	COMPANY:	 
	 	 	 
	 	GENERAL
      FINANCE CORPORATION 	 
	 	 	 	 
	
                 

              	
                By:
      

              	                                                                                                          
    	 
	 	Name: 	 
	 	Title: 	 
	 	 	 	 


      



    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    The
parties have executed this Series A Preferred Stock Purchase Agreement as of the
date first written above.

    


    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	                                                                                                          
    	 
	 	Name: 	 
	 	Title: 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 Address:	 	 
	 	 	 	 
	 	 	 	 


      



     

    
      
        
        

      

      
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    EXHIBITS

    


     

    Exhibit A
– Schedule of Purchasers

    


    Exhibit B
– Form of Certificate of Designation

    


    Exhibit C
–Company’s Bank Account

     

    
      
        
        

      

      
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    EXHIBIT
A

    


    SCHEDULE
OF PURCHASERS

    
      	
              Purchaser

            	
              Shares Purchased

            
	
                 _______________

              _______________

              _______________

              _______________

              Attn:
      ___________

              Fax:  ___________

              Email:
      __________

            	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

    


    FORM
OF CERTIFICATE OF DESIGNATION

    


    CERTIFICATE
OF DESIGNATION,

     PREFERENCES
AND RIGHTS

    OF

    SERIES
A 12.5% CUMULATIVE PREFERRED STOCK

    OF

    GENERAL
FINANCE CORPORATION,

    a
Delaware corporation

    


    (Pursuant
to Section 151 of the General Corporation Law of the State of
Delaware)

    


    General Finance Corporation, a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), hereby
certifies that, pursuant to the authority contained in Section Fourth of its
Amended and Restated Certificate of Incorporation, and in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, its Board of Directors has adopted the following resolutions creating
a series of its Preferred Stock designated as Series A 12.5% Cumulative
Preferred Stock:

    


    NOW, THEREFORE, BE IT
RESOLVED, that a series of the class of authorized Preferred Stock of the
Corporation be, and hereby is, created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof, are as follows:

    


    RESOLVED, FURTHER, that pursuant to the
authority vested in the Board of Directors by the Amended and Restated
Certificate of Incorporation of the Corporation, the Board of Directors does
hereby provide for the issue of a series of Preferred Stock, $.0001 par value
per share, of the Corporation, to be designated “Series A 12.5% Cumulative Preferred
Stock” (hereinafter referred to as the “Series A”), consisting of
900,000 shares, and to the extent that the voting powers, designations,
preferences, limitations, restrictions and relative rights of the Series A are
not stated and expressed in the Amended and Restated Certificate of
Incorporation of the Corporation, does hereby fix and herein state and express
such voting powers, designations, preferences, limitations, restrictions and
relative rights as follows (which statement and expression shall be referred to
as the “Certificate of
Designation”):

    


    1.             Designation and
Amount.  The shares of such series shall be designated as “Series A 12.5% Cumulative Preferred
Stock” and the number of shares constituting such series shall be
900,000.

    


    2.             Dividend
Provisions.  Each share of the Series A is entitled to
receive, out of funds legally available therefor, cumulative dividends at the
annual rate of Six Dollars Twenty-Five Cents ($6.25) and no more, payable in
equal quarterly installments commencing on the 31sth day of January, July and October and
the 30th day of April of each year after
the issuance of such share, payable only when, as and if declared by the Board
of Directors.  Such dividends shall cumulate (whether or not declared
and whether or not funds are legally available for payment thereof) from the
issue date to the date of payment of such dividends.  Such dividends
will be paid to the holders of Series A in preference to any dividend which
may be paid to the holders of the Common Stock.   In the event
that full cash dividends are not paid or made available to the holders of all
outstanding shares of Series A, and funds available shall be insufficient to
permit payment in full in cash to all such holders of the preferential amounts
to which they are then entitled, the entire amount available for payment of cash
dividends shall be distributed among the holders of Series A, ratably in
proportion to the full amount to which they would otherwise be respectively
entitled, and any remainder not paid in cash shall cumulate as provided
above.  Accrued dividends shall be declared and paid equally on each
share of Series A.

    


    3.             Voting
Rights.  The Series A shall not be entitled to vote except
as otherwise may be provided by law and as set forth herein.  If dividends on the Series A and any other
class or series of preferred stock ranking on a parity with the Series A which
are entitled to similar voting rights have not been paid in an aggregate amount
equal to at least six full quarterly dividend payments (whether or not
consecutive), holders of the Series A and any such other class or series of
preferred stock (voting as a single class) will be entitled to nominate two
persons as advisory directors to attend, but not to vote at, certain meetings of
the Board of  Directors’ until full dividends have been paid for at
least four consecutive quarterly dividend periods.  Such advisory
directors may be excused from any portion of a meeting of the Board of Directors
that does not relate to the Series A.


    
      
        
        

      

      
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    4.             Fractional
Shares.  Fractional shares of Series A may be issued by the
Corporation.

    


    5.             Liquidation Preference for
Series A.

    


    (a)           
Upon the voluntary or involuntary liquidation, winding up or dissolution of the
Corporation, out of the assets available for distribution to stockholders each
share of Series A shall be entitled to receive, in preference to any
payment on the Common Stock, an amount equal to Fifty Dollars ($50.00) plus
cumulative dividends as provided in Section 2 hereof accrued but unpaid to the
date payment is made available to the Series A.  If, upon any such
liquidation, winding up or dissolution of the Corporation, the net assets of the
Corporation distributable among the holders of all outstanding shares of the
Series A shall be insufficient to permit the payment in full to such holders of
the preferential amounts to which they are entitled, then the entire net assets
of the Corporation shall be distributed among the holders of the Series A
ratably in proportion to the full amounts to which they would otherwise be
respectively entitled. A reorganization shall not be considered to be
liquidation, winding up or dissolution within the meaning of this subsection
5(a) and the Series A shall be entitled only to the rights provided in the plan
of reorganization and elsewhere herein.

    


    (b)           After
the distributions described in subsection 5(a) hereof have been paid, subject to
the rights of Series A and any other series of Preferred Stock which may from
time to time come into existence, the remaining assets of the Corporation
available for distribution to stockholders shall be distributed among the
holders of Common Stock pro rata based on the number of shares of Common Stock
held by each.

    


    6.           
Conversion Rights of
Series A.  The shares of Series A shall not be convertible
into any other class or series of capital stock of the Corporation.

    


    7.             Redemption.

    


    (a)           Right to
Redeem.  The Corporation shall have the right to redeem some or
all of the shares of Series A on or after February 1, 2014.  If
the Corporation elects to redeem some, but not all, shares of Series A
eligible for redemption, the Corporation shall redeem from among the shares
submitted by the various stockholders for redemption on the applicable date a
pro-rata amount from each stockholder so submitting shares for
redemption.

    


    (i)           Mechanics of
Redemption.  The Corporation shall effect each such redemption
by giving written notice of its election to redeem, at least 20 days in advance
of the redemption date, to the holder of shares of Series A appearing in
the Corporation’s register for the Series A.  Such redemption
notice shall indicate whether the Corporation will redeem all or part of the
shares of Series A and the applicable redemption price.  The
Corporation may, in its sole and absolute discretion, issue a Contingent
Redemption (as defined above) on any or all Series A shares.  If the
Corporation gives notice of a Contingent Redemption and the Triggering Event (as
defined above) does not occur within 180 days of the date upon which the
Corporation gave notice of the Contingent Redemption, such redemption shall be
void and the Corporation shall treat the Series A as though such notice of
redemption had never been given. The Corporation shall be entitled to send a
notice of redemption and begin the redemption procedures regardless of whether
the Corporation has the full amount of the redemption price, in cash or liquid
assets, available on the date the redemption notice is sent to stockholders. The
redemption price shall be paid to the holder of shares of Series A redeemed
on the date fixed in the notice of redemption for said redemption, which
Contingent Redemption may be a fixed number of days following the date upon
which Triggering Event occurs; provided, however, that the Corporation shall not
be obligated to deliver any portion of any such redemption price unless either
the certificates evidencing the shares of Series A redeemed are delivered to the
Corporation or its transfer agent for the Series A, if any, or the holder
notifies the Corporation or such transfer agent that such certificates have been
lost, stolen or destroyed and executes an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection with such certificates.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (ii)           Redemption
Price.  The redemption price per share of Series A shall be
$50.00 per share plus all accrued but unpaid dividends for such
share.

    


    8.             No Preemptive or
Subscription Rights.  No holder of shares of Series A shall be
entitled to preemptive or subscription rights.

    


    9.             Amendment.  So
long as any shares of Series A are outstanding, the Corporation shall not,
without the affirmative vote of at least a majority of the outstanding shares of
Series A voting as a single class, amend, alter or repeal any provision of this
Certificate of Designation so as to affect the rights, preferences,
qualifications, limitations or restrictions of the Series A.

    


    [Signatures
continued on next page]

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation,
Preferences and Rights of Series A Preferred Stock to be duly executed by its
Secretary on December 3, 2008.

     

     

    
      
        	 	GENERAL
      FINANCE CORPORATION	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Christopher
      A. Wilson	 
	 	 	Secretary	 
	 	 	 	 


      



    
      
        
        

      

      
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    EXHIBIT
C

    


    COMPANY’S
BANK ACCOUNT

    


     

     

     

    
      
        
        

      

      
        18