AGREEMENT AND PLAN OF MERGER by and among GENERAL FINANCE CORPORATION, GFN NORTH AMERICA CORP., PAC-VAN, INC., THE MOAC STOCKHOLDERS and MOBILE OFFICE ACQUISITION CORP. Dated as of July 28, 2008Merger Agreement • July 28th, 2008 • General Finance CORP • Retail-retail stores, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 28, 2008 is entered into by and among GENERAL FINANCE CORPORATION, a Delaware corporation (“Parent”), GFN NORTH AMERICA CORP., a Delaware corporation (“Sub”), PAC-VAN, INC., an Indiana corporation ("Pac-Van"), MOBILE OFFICE ACQUISITION CORP., a Delaware corporation (“MOAC”) (each of MOAC and Pac-Van are referred to individually as a “Company” and collectively as the “Companies”), and the stockholders of MOAC whose names appear in Exhibit A attached hereto (each a “MOAC Stockholder” and collectively the “MOAC Stockholders”), with reference to the following facts:
