exv4w4



 






EXHIBIT 4.4



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”), WEDBUSH MORGAN SECURITIES
(“WEDBUSH MORGAN”) 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                     , 2006. VOID AFTER 5:00 P.M. LOS ANGLES LOCAL TIME,
                    , 2010.




UNIT PURCHASE OPTION




FOR THE PURCHASE OF




1,000,000 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                     , 2007 (“Commencement Date”), and at or before 5:00
p.m., Los Angeles local time,                     , 2011 (“Expiration Date”), but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to One Million (1,000,000) 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 two warrants (“Warrants”)
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 $6.00 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
$7.50 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




2









 







“Current Market Value” per Unit at any date means the remainder derived from
subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common
Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price
of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants 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 for a period of one year
following the Effective Date to anyone other than (i) Morgan Joseph & Co., Inc. (“Morgan
Joseph”), Wedbush Morgan Securities (“Wedbush Morgan”) or an underwriter or a selected
dealer in connection with the IPO, or (ii) a bona fide officer or partner of Morgan Joseph, Wedbush
Morgan or of any such underwriter or selected dealer. 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



3









 







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.




4









 








          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 Registration Rights
Agreement dated as of
                    , 2006 between the Company and the initial investors in the Company.




          5.1.11 “Underwriting Agreement” shall mean that certain Underwriting Agreement dated
                    ,
2006 by and among the Company, on one hand, and Morgan Joseph, Wedbush Morgan 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


5









 








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



6








 







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

7









 








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



8









 







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

9









 








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) National Association of
Securities Dealers, Inc. 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

10









 








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 National Association of Securities Dealers, Inc.
(“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

11









 








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 $7.50 per whole Unit (each Warrant underlying the Units is
exercisable for $6.00 per share), upon effectiveness of the dividend, this Purchase Option will be
adjusted to allow for the purchase of one Unit at $7.50 per Unit, each Unit entitling the holder to
receive two shares of Common Stock and four Warrants (each Warrant exercisable for $3.00 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

12









 








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



13









 







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



14









 







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.



15









 





     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                      , 20___.



	 	 	 	 	 	 	 
	 	 	GENERAL FINANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






16









 






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
	 	 
	 

	 	 





17









 






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:                                         , 2005




	 	 	 
	 

	 	 
	 

	 	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).





18