UNDERWRITING AGREEMENT between GENERAL FINANCE CORPORATION and MORGAN JOSEPH & CO. INC. and WEDBUSH MORGAN SECURITIES Dated: January [ l ], 2006 GENERAL FINANCE CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2005 • General Finance CORP • New York
The undersigned, General Finance Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”) and Wedbush Morgan Securities (“Wedbush Morgan”, Morgan Joseph & Co. and Wedbush Morgan may be collectively referred to as “you,” or the “Representatives”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. and Wedbush Morgan are acting as Representatives (the Representatives and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2005 • General Finance CORP • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of , 200_, by and between General Finance Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”), with reference to the following facts:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2005 • General Finance CORP • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 15, 2005, by and among General Finance Corporation, a Delaware corporation (the “Company”), and the persons executing this Agreement as Investors (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • November 18th, 2005 • General Finance CORP • New York
This Warrant Agreement (this “Agreement”) is made and entered into as of , 2006 between General Finance Corporation, a Delaware corporation, with offices at 260 S. Los Robles, Suite 217, Pasadena, California 91101 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2005 • General Finance CORP • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 18th, 2005 • General Finance CORP • New York
This Stock Escrow Agreement (this “Agreement”) is made and entered into as of ___, 2006, by and among Continental Stock Transfer and Trust Company, a New York corporation (“Escrow Agent”), General Finance Corporation, a Delaware corporation (the “Company”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) of the Company, with reference to the following facts:
AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • November 18th, 2005 • General Finance CORP • California
This Amended and Restated Revolving Line of Credit Agreement (this “Agreement”) is made as of November 15, 2005 by and between General Finance Corporation, a Delaware corporation (“Borrower”), and Ronald Valenta (“Lender”), with reference to the following facts.
