April 5, 2006
Morgan Joseph & Co. Inc.
600 Fifth Avenue, 19th Floor
New York, New York 10020
Re: General Finance Corporation
Ladies and Gentlemen:
This letter will confirm the agreement of the undersigned to purchase warrants (“Warrants”) of General
Finance Corporation (“Company”) included in the units (“Units”) being sold in the Company’s initial public
offering (“IPO”) upon the terms and conditions set forth herein. Each Unit is comprised of one share of common
stock, par value $.0001 per share, of the Company (the “Common Stock”) and one Warrant to purchase one
share of Common Stock. The shares of Common Stock and Warrants will not be separately tradable until 90
days after the effective date of the Company’s IPO unless Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”
or the “Representative”) informs the Company of its decision to allow earlier separate trading.
The undersigned agrees that on the date hereof it will enter into an agreement or plan in accordance with
the guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with an independent broker-dealer (the “Broker”) registered under Section 15 of the Exchange Act which
is neither affiliated with the Company, the Representative nor part of the underwriting or selling group, pursuant to
which the Broker will purchase up to $595,000 of Warrants in the public marketplace for the undersigned’s
account during the forty-trading day period commencing on the later of (i) the date separate trading of the
Warrants has commenced or (ii) 60 calendar days after the end of the restricted period under Regulation M, at
market prices not to exceed $1.20 per Warrant (“Maximum Warrant Purchase”). The undersigned shall instruct
the Broker to fill such order in such amounts and at such times as the Broker may determine, in its sole discretion,
during the forty-trading day period described above.
As the date hereof, the undersigned represents and