100% of the Options shall vest on the date that is three months
after each of the following conditions have been satisfied:
(a) the Compensation Committee of General Finance Corporation
(the Committee) receives audited financial statements (the
Financial Statements) for the fiscal year ending June 30, 2014
(the Financial Statements Date) of General Finance Corporation
and its subsidiaries GFN North America Corp. and GFN U.S.
Australasia Holdings, Inc. (the Company) and (b) the Chief
Executive Officer of the Company delivers written certification
to the Committee that (i) the aggregate earnings before interest,
income taxes, depreciation and amortization and other non-operating
costs plus share-based compensation expense (Adjusted EBITDA) of
the Company for the three fiscal years ending on June 30, 2014 equals
or exceeds US$ 160 million (the Target EBITDA), assuming a
currency conversion rate (the Currency Conversion Rate) of one
Australian Dollar to one U.S. Dollar (the Target Conversion Rate)
and (ii) the aggregate indebtedness of the Company is less than
US $98 million (the Target Debt Level).

If the Currency Conversion Rate in effect as of the Financial Statement
Date is less or greater than the Target Conversion Rate, the Target
EBITDA shall be correspondingly decreased or increased, respectively.

If the aggregate indebtedness of the Company as of the Financial
Statements Date is less than the Target Debt Level, the Target Debt
Level shall be shall be decreased (if the following product is a positive
amount) or increased (if the following product is a negative amount) by
the product of (i) the difference between actual aggregate Adjusted
EBITDA for the three fiscal years ending on June 30, 2014 and
Target EBITDA and (ii) US$5.