UNDERWRITING AGREEMENT between GENERAL FINANCE CORPORATION and MORGAN JOSEPH & CO. INC. Dated: March [ l ], 2006Underwriting Agreement • March 8th, 2006 • General Finance CORP • Blank checks • New York
The undersigned, General Finance Corporation, a Delaware corporation (“Company”), hereby confirms its agreement with Morgan Joseph & Co. Inc. (“Morgan Joseph & Co.”; Morgan Joseph & Co. may also be referred to as “you,” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Morgan Joseph & Co. is acting as Representative (the Representative and the other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2006 • General Finance CORP • Blank checks • California
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 3, 2006, 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”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • March 8th, 2006 • General Finance CORP • Blank checks • California
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of __________________, 2006 among General Finance Corporation, a Delaware corporation (the “Company”), Morgan Joseph & Co. Inc. (“Morgan Joseph”) as representative of the underwriters of the IPO (as defined below) (solely for the purposes of Sections 4 and 6 hereof), and Ronald F. Valenta and John O. Johnson (the “Purchasers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2006 • General Finance CORP • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 8th, 2006 • General Finance CORP • Blank checks • 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:
March [ • ], 2006 Morgan Joseph & Co. Inc. 600 Fifth Avenue, 19th Floor New York, New York 10020 Re: General Finance Corporation Ladies and Gentlemen:General Finance CORP • March 8th, 2006 • 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 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.
WARRANT AGREEMENTWarrant Agreement • March 8th, 2006 • General Finance CORP • Blank checks • 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”).
