exv4w1



 






EXHIBIT
4.1




	 	 	 	 	 
	 

	 	 	 	UNITS
	NUMBER
	 	 	 	 
	U-                    
	 	 	 	 
	 
	 	 	 	 
	SEE REVERSE FOR

CERTAIN DEFINITIONS

	 	

GENERAL FINANCE CORPORATION	 	 
	 
	 	 	 	 
	 

	 	 	 	CUSIP






UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND TWO WARRANTS EACH TO PURCHASE ONE SHARE OF COMMON STOCK



THIS CERTIFIES THAT                                                           
                                                                          
                          
is the owner of                                                                     
                                                                         Units.



Each Unit (“Unit”) consists of one (1) share of common stock, par value $.0001 per share (“Common
Stock”), of General Finance Corporation, a Delaware corporation (the “Company”), and two warrants
(the “Warrants”). Each Warrant entitles the holder to purchase one (1) share of Common Stock for
$5.00 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i)
the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar
business combination and (ii)
                    , 2007, and will expire unless exercised before 5:00 p.m.,
Los Angeles Time, on
                    ,
2010, or earlier upon redemption (the “Expiration Date”). The
Common Stock and Warrants comprising the Units represented by this certificate are not transferable
separately prior to
                    , 2006,
subject to earlier separation in the discretion of Morgan
Joseph & Co. Inc. and Wedbush Morgan Securities. The terms of the Warrants are governed by a
Warrant Agreement, dated as of
                    , 2006, between the Company and Continental Stock Transfer &
Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all
of which terms and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 17 Battery Place,
New York, New York 10004, and are available to any Warrant holder on written request and without
cost.



This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the
Company.



Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized
officers.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Chairman of the Board
	 	 	 	Corporate Seal
	 	Secretary






 









 






GENERAL FINANCE CORPORATION




     The Company will furnish without charge to each stockholder who so requests, a statement of
the powers, designations, preferences and relative, participating, optional or other special rights
of each class of stock or series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 
	 

	 	TEN COM –
	 	as tenants in common
	 	UNIF GIFT MIN ACT —                      Custodian                     
	 

	 	TEN ENT –
	 	as tenants by the entireties
	 	                                                 (Cust)                            (Minor)
	 

	 	JT TEN –
	 	as joint tenants with right of survivorship
	 	                           under Uniform Gifts to Minors
	 

	 	 	 	and not as tenants in common
	 	                           Act                                         
	 

	 	 	 	 	 	                                                  (State)





Additional Abbreviations may also be used though not in the above list.




     For value received,                                                              hereby sell, assign and transfer unto



	 	 	 	 	 
	 

	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 
	 

	 	        IDENTIFYING NUMBER OF ASSIGNEE	 	 
	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 





 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




 





 





                                                                                                                                                                                               Units



represented by the within Certificate, and do hereby irrevocably constitute and appoint




                                                                                                                                                                                              Attorney

to transfer the said Units on the books of the within named Company will full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

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






Signature(s) Guaranteed:




	 	 	 
	 

THE SIGNATURE(S) SHOULD 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).