0000950129-06-000045 Sample Contracts

UNDERWRITING AGREEMENT between GENERAL FINANCE CORPORATION and MORGAN JOSEPH & CO. INC. and WEDBUSH MORGAN SECURITIES Dated: January [ l ], 2006

Underwriting Agreement • January 4th, 2006 • General Finance CORP • Blank checks • New York

• Contract Type
  Underwriting Agreement
• Filed
  January 4th, 2006
• Company
  General Finance CORP
• Industry
  Blank checks
• Jurisdiction
  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:

SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT

Revolving Line of Credit Agreement • January 4th, 2006 • General Finance CORP • Blank checks • California

• Contract Type
  Revolving Line of Credit Agreement
• Filed
  January 4th, 2006
• Company
  General Finance CORP
• Industry
  Blank checks
• Jurisdiction
  California

This Second Amended and Restated Revolving Line of Credit Agreement (this “Agreement”) is made as of December 29, 2005 by and between General Finance Corporation, a Delaware corporation (“Borrower”), and Ronald Valenta (“Lender”), with reference to the following facts.

Date] [Address] Re: General Finance Corporation Ladies and Gentlemen:

Warrant Purchase Agreement • January 4th, 2006 • General Finance CORP • Blank checks

• Contract Type
  Warrant Purchase Agreement
• Filed
  January 4th, 2006
• Company
  General Finance CORP
• Industry
  Blank checks

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 two shares 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.”) and Wedbush Morgan Securities (“Wedbush Morgan”, together with Morgan Joseph & Co., the “Representatives”) informs the Company of its decision to allow earlier separate trading.