April 5, 2006 Morgan Joseph & Co. Inc.
Exhibit
10.6
April
5,
2006
Xxxxxx
Xxxxxx & Co. Inc.
000
Xxxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
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 Xxxxxx Xxxxxx & Co. Inc. (“Xxxxxx
Xxxxxx & 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 $105,000 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 warrants that it is not aware of
any
material nonpublic information concerning the Company or any securities of
the
Company and is entering into this agreement in good faith and not as part of
a
plan or scheme to evade the prohibitions of Rule 10b5-1. The undersigned
agrees that while this agreement is in effect, the undersigned shall comply
with
the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into
or altering a corresponding or hedging transaction or position with respect
to
the Company’s securities. The undersigned further agrees that it shall not,
directly or indirectly, communicate any material nonpublic information relating
to the Company or the Company’s securities to any employee of the Representative
or the Broker. The undersigned does not have, and shall not attempt to exercise,
any influence over how, when or whether to effect purchases of Warrants pursuant
to this agreement or the plan or agreement with the Broker.
The
undersigned shall instruct the Broker to make, keep, and produce promptly upon
request a daily time-sequenced schedule of all Warrant purchases made pursuant
to this agreement, on a transaction-by-transaction basis, including
(i) size, time of execution, price of purchase; and (ii) the exchange,
quotation system, or other facility through which the Warrant purchase
occurred.
Each
of
the undersigned agrees: (i) not to sell or transfer any of the Warrants
purchased by him pursuant to this letter agreement until after the consummation
a Business Combination (as defined in the Certificate of Incorporation of the
Company); and (ii) the certificates for such Warrants shall contain a
legend indicating such restriction on transferability.
Kind
regards,
/s/ Xxxx X. Xxxxxxx
Xxxx
X.
Xxxxxxx
