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Exhibit 10.6
April 5,
2006
Morgan Joseph
& Co. Inc.
600 Fifth
Avenue, 19th Floor
New York, New
York 10020
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 Morgan Joseph & Co. Inc.
(“Morgan Joseph & 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
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