General Finance CORP (Form: SC TO-T, Received: 04/26/2021 09:18:49)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

GENERAL FINANCE CORPORATION
(Name of Subject Company (Issuer))

UR MERGER SUB VI CORPORATION
a wholly owned subsidiary of

UNITED RENTALS (NORTH AMERICA), INC.
a wholly owned subsidiary of

UNITED RENTALS, INC.
(Names of Filing Persons (Offerors))

Common Stock, par value $0.0001
(Title of Class of Securities)

369822101
(CUSIP Number of Class of Securities)

Joli Gross
UR Merger Sub VI Corporation
100 First Stamford Place, Suite 700
Stamford, CT 06902
Telephone: (203) 622-3131
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Francis J. Aquila
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Telephone: (212) 558-4000

CALCULATION OF FILING FEE


Transaction Valuation*				Amount of Filing Fee**
$609,366,062.00				$66,481.84

Estimated solely for purposes of calculating the filing fee. The transaction value calculation does not take into account the effect of any cash received or deemed received by General Finance Corporation (the “Company”) in connection with the exercise of any outstanding equity awards. The transaction value was determined by multiplying (a) $19.00, the tender offer price, by (b) the sum of (i) 30,240,951, the number of issued and outstanding shares of Company common stock (including 403,428 shares of Company common stock underlying outstanding Company restricted stock), (ii) 321,220, the number of shares of Company common stock reserved for the Company’s stock plans, (iii) 1,452,199, the number of shares of the Company common stock underlying outstanding Company options and (iv) 57,528, the number of shares of the Company common stock underlying outstanding Company restricted stock units. The foregoing share figures have been provided by the issuer to the offerors and are as of April 15, 2021 the most recent practicable date.

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2021, issued August 26, 2020, by multiplying the transaction value by 0.0001091.

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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	Amount Previously Paid: Not applicable.			Filing Party: Not applicable.
	Form or Registration No.: Not applicable.			Date Filed: Not applicable.

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.

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issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3

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amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation (“URNA”) and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation (the “Company”), at a price per Share of $19.00 net to the seller in cash, without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated April 26, 2021 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

Items 1 through 9; Item 11.

All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

See Exhibit Index.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 26, 2021

UR MERGER SUB VI CORPORATION

By:

/s/ Joli Gross

Name:

Joli Gross

Title:

Senior Vice President, General
Counsel & Corporate Secretary

UNITED RENTALS (NORTH AMERICA), INC.

By:

/s/ Joli Gross

Name:

Joli Gross

Title:

Senior Vice President, General
Counsel & Corporate Secretary

UNITED RENTALS, INC.

By:

/s/ Joli Gross

Name:

Joli Gross

Title:

Senior Vice President, General
Counsel & Corporate Secretary

EXHIBIT INDEX

Index No.
(a)(1)(i)			Offer to Purchase dated April 26, 2021.*
(a)(1)(ii)			Form of Letter of Transmittal.*
(a)(1)(iii)			Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)			Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)			Summary Advertisement as published in The New York Times on April 26, 2021.*
(a)(1)(vii)			Press release, dated April 26, 2021.*
(a)(5)(i)			Joint press release, dated April 15, 2021 (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by URI on April 16, 2021).
(a)(5)(ii)			Investor Presentation, dated April 15, 2021 (incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by URI on April 16, 2021).
(a)(5)(iii)			Email to United Rentals, Inc. Employees, dated April 15, 2021 (incorporated by reference to Exhibit 99.1 of the Tender Offer Statement on Schedule TO-C filed by URI on April 16, 2021).
(a)(5)(iv)			Letter to Pac-Van, Lone Star and Southern Frac Employees dated April 15, 2021 (incorporated by reference to Exhibit 99.2 of the Tender Offer Statement on Schedule TO-C filed by URI on April 16, 2021).
(a)(5)(v)			Letter to Pac-Van Canada (Container King) Employees, dated April 15, 2021 (incorporated by reference to Exhibit 99.3 of the Tender Offer Statement on Schedule TO-C filed by URI on April 16, 2021).
(a)(5)(vi)			Letter to Royal Wolf Employees, dated April 15, 2021 (incorporated by reference to Exhibit 99.4 of the Tender Offer Statement on Schedule TO-C filed by URI on April 16, 2021).
(a)(5)(vii)			Transcript of Investor Call, dated April 16, 2021 (incorporated by reference to Exhibit 99.1 of the Tender Offer Statement on Schedule TO-C filed by URI on April 16, 2021).
(b)			Not applicable.
(d)(1)			Agreement and Plan of Merger, dated April 15, 2021, by and among the Company, URNA, and Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the URI on April 16, 2021).
(d)(2)			Form of Tender and Support Agreement, dated April 15, 2021, by and among URNA, Merger Sub and certain stockholders of the Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by URI on April 16, 2021).
(d)(3)			Confidentiality Agreement, dated March 1, 2019, between URI and the Company.*
(d)(4)			Form of Key Employee Agreement.*
(d)(5)			Form of Key Employee Side Letter.*
(d)(6)			Form of Retention Bonus Letter.*
(d)(7)			Form of Non-Competition Agreement.*
(g)			Not applicable.
(h)			Not applicable.

filed herewith

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Exhibit (a)(1)(i)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of

GENERAL FINANCE CORPORATION
at
$19.00 Net Per Share
by
UR MERGER SUB VI CORPORATION
a wholly owned subsidiary of
UNITED RENTALS (NORTH AMERICA), INC.,
a wholly owned subsidiary of
UNITED RENTALS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY OF FRIDAY, MAY 21, 2021, UNLESS THE OFFER IS EXTENDED.

The Offer (as defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of April 15, 2021 (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among General Finance Corporation, a Delaware corporation (“GFN”), United Rentals (North America) Inc., a Delaware corporation (“URNA”), and UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of URNA. Merger Sub is offering to purchase any and all of the shares of common stock, par value $0.0001 per share (the “Shares”), of GFN that are outstanding at a price of $19.00 per Share, net to the holder thereof in cash (the “Offer Price”), without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in this offer to purchase (this “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer.”

Pursuant to the Merger Agreement, as soon as practicable following the time we accept, for the first time, for payment Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Acceptance Time”) and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Sub will be merged with and into GFN (the “Merger”) without a meeting of the stockholders of GFN in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with GFN continuing as the surviving corporation (the “Surviving Corporation”) in the Merger and following the Preferred Stock Redemptions (defined below), becoming a wholly owned subsidiary of URNA. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights”) will be converted into the right to receive the Offer Price, net to the holder thereof in cash, without interest, less any applicable withholding of taxes, except for Shares then owned by GFN, URNA or Merger Sub, which Shares will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor. Under no circumstances will interest be paid with respect to the purchase of Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in making payment for Shares.

THE BOARD OF DIRECTORS OF GFN RECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES PURSUANT TO THE OFFER.

After careful consideration, the board of directors of GFN (the “GFN Board”) has, at a duly convened and held meeting, unanimously: (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (ii) resolved that the Merger shall be effected under

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Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer; and (iii) recommended that GFN’s stockholders accept the Offer and tender their Shares in the Offer.

The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) the number of Shares validly tendered (and not properly withdrawn) prior to 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021 (the “Expiration Time,” unless Merger Sub extends the Offer pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Time” will mean the latest time and date at which the Offer, as so extended by us, will expire) (excluding Shares tendered pursuant to guaranteed delivery procedures that were not received prior to the Expiration Time) together with the Shares then owned by Merger Sub, representing at least one Share more than 50% of the then outstanding Shares; (ii) the expiration or early termination of the statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder and, if applicable, any contractual waiting periods under any timing agreements under the HSR Act with governmental entities with jurisdiction over enforcement of any applicable antitrust laws applicable to the transactions contemplated by the Merger Agreement, (iii) the receipt by URNA and Merger Sub of the foreign investment approval by Australian foreign investment authorities (the “Australian Foreign Investment Approval”), (iv) the receipt by URNA and/or Merger Sub of all consents and/or clearances required from the New Zealand Overseas Investment Office and/or the New Zealand Minister of Finance to give effect to the Offer and the Merger (the “New Zealand Foreign Investment Approval”) ((ii), (iii) and (iv) collectively, the “Regulatory Approval Condition”), (v) the absence of a revocation or rescission of the Non-Competition Agreement (defined below); (vi) the absence of a revocation or rescission of the Key Employee Agreements (defined below) and the Key Employee Side Letters (defined below) and the absence of an indication of intention by any such Key Employee (defined below) to leave in connection with the Merger; and (vii) other customary conditions as described in this Offer to Purchase. See Section 15 — “Conditions to the Offer.” After the Offer Acceptance Time and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, URNA, Merger Sub and GFN will cause the Merger to become effective without a meeting of the stockholders of GFN in accordance with Section 251(h) of the DGCL.

A summary of the principal terms of the Offer appears on pages i through viii of this Offer to Purchase. You should read this entire Offer to Purchase and the Letter of Transmittal carefully before deciding whether to tender your Shares pursuant to the Offer.

April 26, 2021

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IMPORTANT

If you desire to tender all or any portion of your Shares to Merger Sub pursuant to the Offer, you should, prior to the Expiration Time, (i) complete and execute the Letter of Transmittal that is enclosed with this Offer to Purchase in accordance with the instructions contained therein, and mail or deliver the Letter of Transmittal together with the certificates representing your Shares and any other required documents, to Continental Stock Transfer & Trust Company, in its capacity as depositary for the Offer (the “Depositary”), (ii) tender your Shares by book-entry transfer by following the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Book-Entry Transfer” or (iii) if applicable, request that your broker, dealer, commercial bank, trust company or other nominee effect the transaction for you. If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact such nominee in order to tender your Shares to Merger Sub pursuant to the Offer.

If you desire to tender your Shares pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer or you cannot deliver all required documents to the Depositary prior to the Expiration Time, you may tender your Shares to Merger Sub pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Guaranteed Delivery.”

The Letter of Transmittal, the certificates for the Shares (if not held in book-entry form) and any other required documents must reach the Depositary before the expiration of the Offer (currently scheduled for 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021), unless extended).

*****

Questions and requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at the address and telephone number set forth below. In addition, requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Additionally, copies of this Offer to Purchase, the related Letter of Transmittal and any other material related to the Offer may be obtained at the website maintained by the Securities and Exchange Commission at www.sec.gov.

This Offer to Purchase and the Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders Call Toll Free: (877) 687-1875
Banks and Brokers Call Collect: (212) 750-5833

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Table of Contents

	Page
SUMMARY TERM SHEET		ii
INTRODUCTION		1
THE TENDER OFFER		3
1. Terms of the Offer.		3
2. Acceptance for Payment and Payment for Shares.		4
3. Procedures for Accepting the Offer and Tendering Shares.		5
4. Withdrawal Rights.		8
5. Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger.		9
6. Price Range of Shares; Dividends.		11
7. Certain Information Concerning GFN.		12
8. Certain Information Concerning Merger Sub, URNA and URI.		13
9. Source and Amount of Funds.		14
10. Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with GFN.		15
11. The Merger Agreement; Other Agreements		18
12. Purpose of the Offer; Plans for GFN.		40
13. Certain Effects of the Offer.		41
14. Dividends and Distributions.		41
15. Conditions to the Offer.		41
16. Adjustments to Prevent Dilution.		42
17. Certain Legal Matters; Regulatory Approvals.		43
18. Fees and Expenses.		46
19. Miscellaneous.		46
Annex A: Certain Information Regarding the Directors and Executive Officers of Royal Philips, URNA and Merger Sub		A-1

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SUMMARY TERM SHEET

Securities Sought:

Any and all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation (“GFN”).

Price Offered Per Share:

$19.00 per Share, net to the seller in cash (the “Offer Price”), without interest, less any applicable withholding of taxes.

Scheduled Expiration Time:

12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, unless the Offer (as defined below) is extended.

Purchaser:

UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals (North America), a Delaware corporation (“URNA”). URNA is a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”).

GFN Board Recommendation:

The board of directors of GFN (the “GFN Board”) has, at a duly convened and held meeting, unanimously: (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (ii) resolved that the Merger shall be effected under Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer; and (iii) recommended that GFN’s stockholders accept the Offer and tender their Shares in the Offer.

The following are some questions that you, as a stockholder of GFN, may have and answers to those questions. This summary term sheet highlights selected information from this offer to purchase (this “Offer to Purchase”) and may not contain all of the information that is important to you and is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase and the related letter of transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer.” To better understand the Offer and for a complete description of the terms of the Offer, you should read this Offer to Purchase, the Letter of Transmittal and the other documents to which we refer you carefully and in their entirety. Questions or requests for assistance may be directed to Innisfree M&A Incorporated, our information agent (the “Information Agent”), at the address and telephone numbers set forth for the Information Agent on the back cover of this Offer to Purchase. Unless otherwise indicated in this Offer to Purchase or the context otherwise requires, all references in this Offer to Purchase to “we,” “our” or “us” refer to Merger Sub.

Who is offering to buy my Shares?

We are UR Merger Sub VI Corporation, a Delaware corporation, or “Merger Sub,” formed for the purpose of making the Offer and merging with and into GFN. We are a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation, or “URNA.” URNA is a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation, or “URI.” We are making this Offer pursuant to the Agreement and Plan of Merger, dated as of April 15, 2021 (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among URNA, Merger Sub and GFN. See the “Introduction” and Section 8 — “Certain Information Concerning Merger Sub, URNA and URI.”

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How many Shares are you offering to purchase in the Offer?

We are making the Offer to purchase any and all of the outstanding Shares on the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal. See the “Introduction” and Section 1 — “Terms of the Offer.”

Why are you making the Offer?

We are making the Offer pursuant to the Merger Agreement in order to acquire control of, and ultimately following the Merger, the entire equity interest in, GFN, while allowing GFN’s stockholders an opportunity to receive the Offer Price promptly after the Expiration Time (but no later than within two business days following the Expiration Time) by tendering their Shares pursuant to the Offer. If the Offer is consummated, subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, we, URNA and GFN will consummate the Merger as soon as practicable thereafter without any action by the stockholders of GFN in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). At the effective time of the Merger (the “Effective Time”) and following the Preferred Stock Redemptions (defined below), GFN will become a wholly owned subsidiary of URNA. See Section 12 — “Purpose of the Offer; Plans for GFN.”

How much are you offering to pay and what is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $19.00 per Share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes. If you are the record owner of your Shares and you tender your Shares to us in the Offer, you will not have to pay brokerage fees, commissions or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee and such nominee tenders your Shares on your behalf, such nominee may charge you a fee for doing so. You should consult with your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See the “Introduction,” Section 1 — “Terms of the Offer” and Section 2 — “Acceptance for Payment and Payment for Shares.”

What does the GFN Board recommend?

After careful consideration, the GFN Board has, at a duly convened and held meeting, unanimously: (i) approved and declared advisable the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (ii) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (iii) recommended that GFN’s stockholders accept the Offer and tender their Shares in the Offer.

See the “Introduction” and Section 12 — “Purpose of the Offer; Plans for GFN” and GFN’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) that is being filed with the Securities and Exchange Commission (the “SEC”) and, together with this Offer to Purchase, the Letter of Transmittal and other related materials, mailed to GFN’s stockholders in connection with the Offer.

What are the most significant conditions to the Offer?

The Offer is conditioned upon, among other things:

•

the number of Shares validly tendered (and not properly withdrawn) prior to the expiration of the Offer (excluding Shares tendered pursuant to guaranteed delivery procedures that were not received prior to the Expiration Time), together with the Shares then owned by Merger Sub, representing at least one Share more than 50% of the then outstanding Shares (the “Minimum Condition”);

•

the statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and, if applicable, any contractual waiting periods under any timing agreements with governmental

iii

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entities with jurisdiction over enforcement of any applicable antitrust laws applicable to the transactions contemplated by the Merger Agreement having expired or been earlier terminated;

•

the receipt by URNA and Merger Sub of the foreign investment approval by Australian foreign investment authorities (the “Australian Foreign Investment Approval”);

•

the receipt by URNA and/or Merger Sub of all consents and/or clearances required from the New Zealand Overseas Investment Office and/or the New Zealand Minister of Finance to give effect to the Offer and the Merger (the “New Zealand Foreign Investment Approval”);

•

the absence of a revocation or rescission of the Non-Competition Agreement (defined below);

•

the absence of a revocation or rescission of the Key Employee Agreements (defined below) and the Key Employee Side Letters (defined below) and the absence of an indication of intention by any such Key Employee (defined below) to leave in connection with the Merger; and

•

other customary conditions described in this Offer to Purchase as set forth in Section 15 — “Conditions to the Offer.”

We and URNA may waive any condition, in whole or in part, other than the Minimum Condition, at any time and from time to time, without GFN’s consent. See Section 15 — “Conditions to the Offer.”

Is the Offer subject to any financing condition?

No. The Offer is not subject to any financing condition.

Do you have the financial resources to pay for all Shares?

Yes. The total amount of funds required by us to purchase all Shares pursuant to the Offer and to pay related fees and expenses is approximately $996 million, including the assumption of $400 million of net debt. URNA will provide or cause to be provided to us sufficient funds to pay all fees and expenses contemplated by the Merger Agreement, including to purchase all Shares validly tendered in the Offer, and will provide funding for our acquisition of the remaining Shares in the Merger.

URNA expects to fund the cash requirements to consummate the Offer, the Merger and the other transactions contemplated in the Merger Agreement with cash on hand and available borrowing capacity under URNA’s existing senior secured asset-based revolving credit facility (the “ABL facility”).

See Section 9 — “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender pursuant to the Offer?

No. We do not think that our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

•

the consummation of the Offer is not subject to any financing condition;

•

the Offer is being made for all Shares solely for cash;

•

if the Offer is consummated, we will acquire all remaining Shares in the Merger for the same cash price as was paid in the Offer (i.e., the Offer Price); and

•

we, through URNA, will have sufficient funds available to purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer and to provide funding for the Merger.

See Section 9 — “Source and Amount of Funds” and Section 11 — “The Merger Agreement; Other Agreements.”

What percentage of Shares do you or your controlled affiliates currently own?

None of Merger Sub, URNA or URI or any of their respective controlled affiliates currently own any Shares.

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How long do I have to decide whether to tender pursuant to the Offer?

You will be able to tender your Shares pursuant to the Offer until 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021 (the “Expiration Time,” unless Merger Sub extends the Offer pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Time” will mean the latest time and date at which the Offer, as so extended by us, will expire). Further, if you cannot deliver everything that is required in order to make a valid tender in accordance with the terms of the Offer by the Expiration Time, you may be able to use a guaranteed delivery procedure by which a broker, a bank or any other fiduciary that is an Eligible Institution (as defined in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Signature Guarantees”) may guarantee that the missing items will be received by Continental Stock Transfer & Trust Company, our depositary for the Offer (the “Depositary”), within two NASDAQ Global Select Market (“NASDAQ”) trading days. Please give your broker, dealer, commercial bank, trust company or other nominee instructions in sufficient time to permit such nominee to tender your Shares by the Expiration Time. See Section 1 — “Terms of the Offer” and Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and, if so, under what circumstances can or will the Offer be extended?

Yes, the Offer can be extended. In some cases, we are required to extend the Offer beyond the initial Expiration Time, but in no event will we be required to extend the Offer beyond the End Date (as defined below).

Pursuant to the Merger Agreement, we are required to extend the Offer:

•

for the minimum period required by any legal requirement, interpretation or position of the SEC or its staff or NASDAQ or its staff, in each case, applicable to the Offer; and

•

on one or more occasions in consecutive increments of up to 5 business days (or such long period with the prior consent of GFN (not to be unreasonably withheld, conditioned or delayed)) per extension if, as of the scheduled Expiration Time, any Offer Condition (as defined below) is not satisfied or waived by URNA and Merger Sub (to the extent such waiver is permitted under the Merger Agreement and applicable law), to permit such Offer Condition to be satisfied.

The Merger Agreement provides that we are not required to extend the Offer beyond the End Date. The “End Date” means the earlier to occur of (x) the valid termination of the Merger Agreement and (y) the “End Date,” which is September 12, 2021, provided that, at any time during the period beginning on August 13, 2021 and prior to September 12, 2021, either GFN or URNA may extend the End Date to October 12, 2021 in the event that certain Offer Conditions have not been satisfied, but all other Offer Conditions have been satisfied or are capable of being satisfied at such time, as summarized below in Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Termination of the Merger Agreement.” If we extend the Offer, such extension will extend the time that you will have to tender your Shares. See Section 1 — “Terms of the Offer.”

How will I be notified if the time period during which I can tender my Shares pursuant to the Offer is extended?

If we extend the Offer, we will inform the Depositary of that fact and will make a public announcement of the extension no later than 9:00 A.M., New York time, on the next business day after the previously scheduled Expiration Time. See Section 1 — “Terms of the Offer.”

How do I tender my Shares pursuant to the Offer?

To tender your Shares pursuant to the Offer, you must deliver the certificates representing your Shares, together with a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer of Shares, either such Letter of Transmittal or an Agent’s Message (as defined in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Valid Tender of Shares”) in lieu of such Letter of Transmittal), and any other documents required by the Letter of Transmittal, to the Depositary prior to the Expiration Time. If your Shares are held in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee), your Shares

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can be tendered by such nominee through The Depository Trust Company (“DTC”). You should contact the institution that holds your Shares for more details.

If you are unable to deliver any required document or instrument to the Depositary prior to the Expiration Time, you may gain some extra time by having a broker, a bank or any other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”). For the tender to be valid, however, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiration Time and must then receive the missing items within two NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Guaranteed Delivery.”

Have any stockholders already agreed to tender their Shares in the Offer?

Yes, in connection with the execution of the Merger Agreement, on April 15, 2021, URNA, Merger Sub and certain stockholders of GFN (the “Supporting Stockholders”) entered into a tender and support agreement (the “Tender and Support Agreement”). The Tender and Support Agreement generally requires that the Supporting Stockholders validly tender all of their respective Shares in connection with the Offer, subject to certain exceptions. The Tender and Support Agreement will terminate automatically upon (i) the termination of the Merger Agreement, (ii) a Change of Recommendation (defined in below) by the GFN Board, (iii) the Effective Time, (iv) any modification to any provision of the Merger Agreement that reduces the amount or changes the form of the Offer Price or Merger Consideration (defined below) as in effect on the date of the Tender and Support Agreement or (v) the mutual written consent of each of URNA and the stockholders party thereto.

The Supporting Stockholders beneficially owned, in the aggregate, 11,650,950 Shares, which represented approximately 38.5% of GFN’s total outstanding Shares based on 30,240,951 outstanding Shares as of April 15, 2021.

See Section 11 — “The Merger Agreement; Other Agreements — Tender and Support Agreement”.

Until what time may I withdraw previously tendered Shares?

Except as otherwise provided in Section 4 — “Withdrawal Rights,” tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time. Thereafter, tenders of Shares are irrevocable, except that they may also be withdrawn after 60 days from the commencement of the Offer, unless such Shares have already been accepted for payment by us pursuant to the Offer. If you tendered your Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such nominee to arrange for the withdrawal of your Shares. See Section 4 — “Withdrawal Rights.”

How do I properly withdraw previously tendered Shares?

To properly withdraw any of your previously tendered Shares, you must deliver a written notice of withdrawal with the required information (as specified in this Offer to Purchase and in the Letter of Transmittal) to the Depositary while you still have the right to withdraw Shares. If you tendered your Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such nominee to arrange for the proper withdrawal of your Shares. See Section 4 — “Withdrawal Rights.”

Upon the successful consummation of the Offer, will Shares continue to be publicly traded?

No. Following the consummation of the Offer, we, URNA and GFN expect to consummate the Merger as soon as practicable in accordance with Section 251(h) of the DGCL. Following the Merger, the Shares will no longer be publicly traded, and following the Preferred Stock Redemptions (defined below), the Surviving Corporation will be a wholly owned subsidiary of URNA. Following the consummation of the Merger (the “Closing”), we intend to cause GFN to be delisted from NASDAQ and deregistered under the

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Securities Exchange Act of 1934, as amended, and the regulations thereunder (the “Exchange Act”). See Section 13 — “Certain Effects of the Offer.”

Will the Offer be followed by the Merger if all of the Shares are not tendered in the Offer?

Yes. If at least such number of Shares as satisfies the Minimum Condition are validly tendered and accepted for payment by us in the Offer, and the other conditions to the Merger are satisfied or waived (see Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Merger Closing Conditions”), then, in accordance with the terms of the Merger Agreement, we will complete the Merger without a vote of GFN’s stockholders pursuant to Section 251(h) of the DGCL. See Section 13 — “Certain Effects of the Offer.”

If you do not consummate the Offer, will you nevertheless consummate the Merger?

No. None of us, URNA or GFN are under any obligation to pursue or consummate the Merger if the Offer has not been first consummated.

Will there be a subsequent offering period?

No. Pursuant to Section 251(h) of the DGCL and due to the obligations of URNA, us and GFN under the Merger Agreement, we expect the Merger to occur as soon as practicable following the Offer Acceptance Time without a subsequent offering period. See Section 1 — “Terms of the Offer.”

If I object to the price being offered, will I have appraisal rights?

Appraisal rights are not available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, the holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court. The “fair value” could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). See Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.” Concurrently with the commencement of the Offer, GFN is distributing the Schedule 14D-9, which contains important information regarding how a holder of Shares may exercise its appraisal rights.

If I decide not to tender my Shares pursuant to the Offer, how will the Offer affect my Shares?

Subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Sub, URNA and GFN will consummate the Merger as soon as practicable following the Offer Acceptance Time. If the Merger is consummated, then stockholders who did not tender their Shares pursuant to the Offer will receive $19.00 per Share, net to the holder thereof in cash, without interest (the “Merger Consideration”), the same amount of cash per Share that they would have received had they tendered their Shares pursuant to the Offer (i.e., the Offer Price), subject to any appraisal rights properly exercised by such stockholders in accordance with the DGCL. Therefore, if the Merger takes place, the only differences to you between tendering your Shares pursuant to the Offer and not tendering your Shares pursuant to the Offer would be that, if you tender your Shares, you may be paid earlier and no appraisal rights will be available. No interest will be paid for Shares acquired in the Merger. Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger.

Furthermore, following the Offer, it is possible that the Shares may no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board, in which event the Shares would be ineligible as collateral for margin loans made by brokers. See Section 13 — “Certain Effects of the Offer.”

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See Section 11 — “The Merger Agreement; Other Agreements” and Section 13 — “Certain Effects of the Offer.”

What is the market value of my Shares as of a recent date and the “premium” I am receiving?

The Offer Price of $19.00 per Share represents an approximate:

•

56.1% premium over the closing price per Share of $12.17 reported on NASDAQ on April 15, 2021, the last full trading day before we announced the execution of the Merger Agreement and the Offer; and

•

77.7% premium over the average closing trading price of the Shares of $10.69 for the 60-day period ending on April 15, 2021.

On April 23, 2021, the last trading day before we commenced the Offer, the closing price per Share reported on NASDAQ was $18.98 per Share.

We encourage you to obtain a recent quotation for Shares in deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends.”

If I tender my Shares, when and how will I get paid?

If the conditions to the Offer as set forth in Section 15 — “Conditions to the Offer” are satisfied or waived and we consummate the Offer and accept your Shares for payment, you will be entitled to promptly (but no later than within two business days following the Expiration Time) receive an amount equal to the number of Shares you tendered pursuant to the Offer multiplied by the Offer Price, net to you in cash, without interest, less any applicable withholding of taxes. We will pay for your validly tendered and not properly withdrawn Shares by depositing the aggregate Offer Price therefor with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of (i) certificates representing such Shares or a confirmation of a book-entry transfer of such Shares as described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Book-Entry Transfer,” (ii) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees or, in the case of a book-entry transfer of Shares, either such Letter of Transmittal or an Agent’s Message (as defined in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Valid Tender of Shares”) in lieu of such Letter of Transmittal, and (iii) any other required documents for such Shares. See Section 1 — “Terms of the Offer” and Section 2 — “Acceptance for Payment and Payment for Shares.”

What will happen to my equity awards in the Offer?

The Offer is being made only for Shares and not for options to purchase Shares (“GFN Options”), restricted stock units with respect to Shares (“GFN RSUs”) or outstanding Shares of restricted stock (“GFN Restricted Stock” and, together with the GFN Options and GFN RSUs, the “GFN Equity Awards”). Holders of outstanding GFN Options may participate in the Offer only if they first exercise such GFN Options (to the extent exercisable) and holders of GFN RSUs and GFN Restricted Stock may participate in the Offer only if such GFN RSUs or GFN Restricted Stock first become vested and settled in Shares, in each case in accordance with the terms of the applicable GFN Stock Plans (as defined below) and other applicable GFN award agreements and the holder thereafter tenders the Shares, if any, issued upon such exercise or in connection with such vesting and settlement. Any such exercise or settlement needs to be completed sufficiently in advance of the Expiration Time to assure that the holder of such outstanding GFN Equity Awards will have sufficient time to comply with the procedures for tendering Shares described below in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

At the Effective Time, each GFN Option, whether vested or unvested, will, automatically and without any required action on the part of the holder thereof, be cancelled and will entitle the holders thereof to receive (without interest) an amount in cash equal to the product of (i) the number of Shares subject to such GFN Option immediately prior to the Effective Time multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price per Share of such GFN Option, less any applicable withholding taxes. Any

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GFN Options with an exercise price per share greater than or equal to the Offer Price will be cancelled at the Effective Time for no consideration or payment.

At the Effective Time, any vesting conditions applicable to each outstanding GFN Restricted Stock will, automatically and without any required action on the part of the holder thereof, accelerate in full and will be converted into, and become exchanged for the Merger Consideration, less any applicable withholding taxes.

See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Treatment of GFN Equity Awards.”

What will happen to the issued and outstanding preferred shares of GFN in the Offer?

Each Preferred Shares (defined below) issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding Preferred Share of the Surviving Corporation, having the same terms and conditions as of immediately prior to the Effective Time, and will not be affected by the Merger. Prior to the Effective Time, GFN will use its reasonable best efforts to cooperate with URNA to enable URNA and Merger Sub to provide written notices of redemption to each holder of Preferred Shares, immediately following the Effective Time and on the Closing Date, to redeem all outstanding Preferred Shares in accordance with their terms following the Closing Date.

See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Redemption of GFN Preferred Stock.”

What are the U.S. federal income tax consequences of the Offer and the Merger?

The receipt of cash by you in exchange for your Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes if you are a United States Holder (as defined in Section 5 — “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger — United States Holders”). In general, you will recognize gain or loss equal to the difference between your adjusted tax basis in Shares that you tender pursuant to the Offer or exchange in the Merger and the amount of cash you receive for such Shares. If you are a United States Holder and you hold your Shares as a capital asset, the gain or loss that you recognize will be a capital gain or loss and will be treated as a long-term capital gain or loss if you have held such Shares for more than one year. If you are a Non-United States Holder (as defined in Section 5 — “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger — Non-United States Holders”), then except as described below in Section 5 — “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger — Non-United States Holders,” you will generally not be subject to U.S. federal income tax on gain recognized on Shares you tender pursuant to the Offer or exchange in the Merger. You should consult your tax advisor about the particular tax consequences to you of tendering your Shares pursuant to the Offer, exchanging your Shares in the Merger or exercising appraisal rights. See Section 5 — “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger” for a discussion of certain material U.S. federal income tax consequences of tendering Shares pursuant to the Offer or exchanging Shares in the Merger.

To whom should I talk if I have additional questions about the Offer?

You may call Innisfree M&A Incorporated, the Information Agent, by telephone at (877) 687-1875 (shareholders toll free) or (212) 750-5833 (banks and brokers).

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To the Holders of Shares of Common Stock of GFN:

INTRODUCTION

The Offer is being made pursuant to the Merger Agreement by and among URNA, GFN and us. We are offering to purchase any and all of the outstanding Shares at the Offer Price, without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer.

The Offer and the withdrawal rights will expire at the Expiration Time, unless the Offer is extended or the Merger Agreement has been earlier terminated in accordance with its terms. Under no circumstances will interest be paid with respect to the purchase of Shares pursuant to the Offer, regardless of any extension of the Offer or any delay in making payment for Shares.

If you are a record owner of Shares and you tender such Shares directly to the Depositary in accordance with the terms of this Offer, we will not charge you brokerage fees, commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, stock transfer taxes on the sale of Shares pursuant to the Offer. However, if you do not complete and sign the Internal Revenue Service (“IRS”) Form W-9 that is enclosed with the Letter of Transmittal or other applicable form, you may be subject to backup withholding at the applicable statutory rate on the gross proceeds payable to you. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Backup Withholding.” Stockholders with Shares held in street name by a broker, dealer, bank, trust company or other nominee should consult with such nominee to determine if they will be charged any service fees or commissions. We will pay all charges and expenses of the Depositary and the Information Agent incurred in connection with the Offer. See Section 18 — “Fees and Expenses.”

Subject to the provisions of the Merger Agreement, as soon as practicable following the Offer Acceptance Time, we, URNA and GFN will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in accordance with the relevant provisions of the DGCL. The Merger will become effective upon the filing of the Certificate of Merger or at such later time as URNA, Merger Sub and GFN agree in writing and specify in the Certificate of Merger, at which time GFN will become the Surviving Corporation and, following the Preferred Stock Redemptions (defined below), a wholly owned subsidiary of URNA. At the Effective Time, each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights”) will be converted into the right to receive the Offer Price, without interest, less any applicable withholding of taxes, except for Shares then owned by URNA, Merger Sub or GFN, which Shares will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

Section 11 — “The Merger Agreement; Other Agreements” more fully describes the Merger Agreement. Certain material U.S. federal income tax consequences of the sale of Shares pursuant to the Offer and the exchange of Shares pursuant to the Merger are described in Section 5 — “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger.”

After careful consideration, the GFN Board has, at a duly convened and held meeting, unanimously: (i) approved and declared the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (ii) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (iii) recommended that GFN’s stockholders accept the Offer and tender their Shares in the Offer.

A more complete description of the GFN Board’s reasons for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in the Schedule 14D-9 that is being filed with the SEC and, together with this Offer to Purchase, the Letter of Transmittal and other related materials, mailed to GFN’s stockholders in connection with the Offer. Stockholders should carefully read the information set forth in the Schedule 14D-9 in its entirety.

The Offer is not subject to any financing condition.

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The Offer is conditioned upon, among other things, the satisfaction of the Minimum Condition and the satisfaction or waiver by us and URNA of the Regulatory Approval Conditions, the absence of a revocation or rescission of the Non-Competition Agreement, the Key Employee Agreements and the Key Employee Side Letters, and the other customary conditions described in Section 15 — “Conditions to the Offer.”

According to GFN, as of April 15, 2021, there were (a) 30,240,951 Shares issued and outstanding, (b) 911,765 Shares were issued and held by GFN in its treasury, (c) 400,100 shares of preferred stock of GFN, par value $0.0001 per share (the “Preferred Shares”) were issued and outstanding, of which 100 shares were Series B Preferred Stock and 400,000 were Series C Preferred Stock, (d) 599,900 Shares or Preferred Shares were reserved for issuance, (e) 321,220 Shares reserved for issuance pursuant to the Amended and Restated 2014 Stock Incentive Plan and 2009 Stock Incentive Plan, in each case, as amended from time to time (the “GFN Stock Plans”), (e) 1,452,199 Shares were underlying outstanding GFN Options, (f) 57,528 Shares were underlying outstanding GFN RSUs and (g) 403,428 Shares were underlying outstanding GFN Restricted Stock. Based upon the foregoing and assuming that (i) no other Shares were or are issued after April 15, 2021 and (ii) no GFN Equity Awards or other equity-based awards denominated in Shares have been granted or have expired after April 15, 2021, the Minimum Condition would be satisfied if at least (A) 15,120,476 Shares, assuming GFN did not and does not receive a notice of exercise with respect to any GFN Options prior to the expiration of the Offer, or (B) 15,846,576 Shares, assuming GFN receives notices of exercise with respect to all GFN Options prior to the expiration of the Offer, are validly tendered and not properly withdrawn prior to the Expiration Time. The actual number and percentage of outstanding Shares that are required to be tendered to satisfy the Minimum Condition will depend on the actual number of Shares outstanding at the Expiration Time.

In connection with the entry of the Merger Agreement, the Supporting Stockholders entered into a tender and support agreement, dated April 15, 2021, with URNA and us, pursuant to which these stockholders have, subject to certain limitations and exceptions, agreed to validly tender their respective Shares in connection with the Offer, which Shares collectively represented approximately 38.5% of the outstanding Shares as of April 15, 2021. See Section 11 — “The Merger Agreement; Other Agreements — Tender and Support Agreement.”

The Merger will be governed by Section 251(h) of the DGCL. Accordingly, subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, URNA, we and GFN will cause the Merger to become effective as soon as practicable following the Offer Acceptance Time without a meeting of stockholders of GFN in accordance with Section 251(h) of the DGCL. See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Application of Section 251(h) of the DGCL.” At the Effective Time, our directors immediately prior to the Effective Time will be the only directors of the Surviving Corporation.

This Offer to Purchase and the Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.

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THE TENDER OFFER

Terms of the Offer.

Upon the terms and subject to the conditions to the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), at or as promptly as practicable following the Expiration Time, Merger Sub will (and URNA will cause Merger Sub to) accept for payment and at or promptly after the Expiration Time (but no later than within two business days following the Expiration Time) pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as permitted under Section 4 — “Withdrawal Rights.”

The Offer is not subject to any financing condition. The Offer is conditioned upon the satisfaction of the Minimum Condition, the satisfaction or waiver by us and URNA of the Regulatory Approval Conditions, the absence of a revocation or rescission of the Non-Competition Agreement, the Key Employee Agreements and the Key Employee Side Letters, and the other customary conditions described in Section 15 — “Conditions to the Offer.”

We expressly reserve the right to (i) increase the Offer Price, (ii) waive any condition described in Section 15 — “Conditions to the Offer” (each, an “Offer Condition”) other than the Minimum Condition and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of the Merger Agreement; provided, however, that without the prior written consent of GFN, we will not, and URNA will cause us not to, (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose any conditions to the Offer other than the Offer Conditions, (E) amend, modify or supplement any of the Offer Conditions in a manner that makes such Offer Condition more difficult to satisfy, (F) amend, modify or waive the Minimum Condition, (G) except as otherwise required or expressly permitted by the Merger Agreement, extend or otherwise change the Expiration Time, (H) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act or (I) otherwise amend, modify or supplement any of the other terms of the Offer in a manner adverse to the holders of Shares.

There will not be a subsequent offering period for the Offer. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, we, URNA and GFN will take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the Offer Acceptance Time. Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. We do not expect there to be a significant period of time between the consummation of the Offer and the Closing.

The Merger Agreement separately provides that we are required to extend the Offer beyond the initial Expiration Time on one or more occasions in consecutive increments of up to 5 business days (or such longer period with the prior consent of GFN (not to be unreasonably withheld, conditioned or delayed)) per extension if, as of the scheduled Expiration Time, any Offer Condition is not satisfied or waived by us and by URNA (to the extent such waiver is permitted under the Merger Agreement and applicable law), to permit such Offer Condition to be satisfied. In addition, we will (and URNA will cause us to) extend the Offer for the minimum period required by any legal requirement, interpretation or position of the SEC or its staff or NASDAQ or its staff. The Merger Agreement provides that we are not required or, without the prior consent of GFN (not to be unreasonably withheld, conditioned or delayed), permitted, to extend the Offer beyond the End Date, as summarized below in Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Termination of the Merger Agreement.” For purposes of the Offer, as provided under the Exchange Act, a “business day” means any day other than a Saturday, Sunday or other day on which banking institutions are required or authorized by law to be closed in New York, New York.

If we extend the Offer, are delayed in our acceptance for payment of Shares, are delayed in payment after the Offer Acceptance Time or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Offer to Purchase under Section 4 — “Withdrawal Rights.”

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However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer.

If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act and the interpretations thereunder. The minimum period during which an offer must remain open following material changes in the terms of an offer or information concerning an offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes and the appropriate manner of dissemination. In a published release, the SEC has stated that, in its view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and that if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum period of 10 business days may be required to allow for adequate dissemination to stockholders and investor response. In accordance with the foregoing view of the SEC and applicable law, if, prior to the Expiration Time, and subject to the limitations of the Merger Agreement, we change the number of Shares being sought or the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the 10th business day from the date that notice of such change is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such 10th business day.

If, prior to the Expiration Time, we increase the consideration being paid for Shares, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of such increase in consideration.

Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 A.M., New York time, on the next business day after the previously scheduled Expiration Time. Subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which we may choose to make any public announcement, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares whose names appear on GFN’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), at or as promptly as practicable following the Expiration Time, Merger Sub will (and URNA will cause Merger Sub to) irrevocably accept for payment and at or promptly after the Expiration Time (but no later than within two business days following the Expiration Time) pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer.

In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of:

•

for Shares held as physical certificates, the certificates evidencing such Shares (“Share Certificates”) or, for Shares held in book-entry form, confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at DTC, in each case pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares”;

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a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer of Shares, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal; and

•

any other documents required by the Letter of Transmittal.

Accordingly, tendering stockholders may be paid at different times depending upon when the above referenced items (including Share Certificates or Book-Entry Confirmations with respect to tendered Shares) are actually received by the Depositary.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions to the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payments from us and transmitting such payments to tendering stockholders of record whose Shares have been accepted for payment. If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or we are unable to accept for payment Shares tendered pursuant to the Offer, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 4 — “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act.

Under no circumstances will interest with respect to the Shares purchased pursuant to the Offer be paid, regardless of any extension of the Offer or delay in making such payment.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us in our sole discretion. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful.

Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if Share Certificates are submitted evidencing more Shares than are tendered, Share Certificates evidencing unpurchased or untendered Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at DTC pursuant to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at DTC), in each case, promptly following the expiration or termination of the Offer.

We reserve the right to transfer or assign in whole or in part from time to time to another wholly owned subsidiary of URNA or us the right to purchase all or any Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve us of our obligations under the Offer and will in no way prejudice your rights to receive payment for Shares validly tendered and not withdrawn pursuant to the Offer.

Procedures for Accepting the Offer and Tendering Shares.

Valid Tender of Shares. No alternative, conditional or contingent tenders will be accepted. In order for a GFN stockholder to validly tender Shares pursuant to the Offer, the stockholder must follow one of the following procedures:

•

for Shares held as physical certificates, the Share Certificates, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Time;

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•

for Shares held in book-entry form, either a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an Agent’s Message in lieu of such Letter of Transmittal, and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase, and such Shares must be delivered according to the book-entry transfer procedures described below under “Book-Entry Transfer” and a Book-Entry Confirmation must be received by the Depositary, in each case before the Expiration Time; or

•

for Shares tendered by a Notice of Guaranteed Delivery, the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery” before the Expiration Time.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a Book-Entry Confirmation that states that DTC has received an express acknowledgment from the participant in DTC’s systems tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against such participant.

Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC’s systems may make a book-entry delivery of Shares by causing DTC to transfer such Shares into the Depositary’s account at DTC in accordance with DTC’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at DTC, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other required documents (for example, in certain circumstances, a completed IRS Form W-9 that is included in the Letter of Transmittal or a completed, applicable IRS Form W-8) must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Time, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Delivery of documents to DTC does not constitute delivery to the Depositary.

Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if:

•

the Letter of Transmittal is signed by each registered holder (which term, for purposes of this Section 3, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of the Shares) of the Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

•

Shares tendered pursuant to such Letter of Transmittal are for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member of or participant in a recognized “Medallion Program” approved by the Securities Transfer Association Inc., including the Security Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP), or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”).

In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If a Share Certificate is registered in the name of a person or persons other than the signatory of the Letter of Transmittal, or if payment is to be made or delivered to, or a Share Certificate not accepted for payment or not tendered is to be issued in the name of or returned to, a person other than the registered holder(s), then the Share Certificate must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the Share Certificate, with the signature(s) on such Share Certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

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Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder’s Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Time, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

•

such tender is made by or through an Eligible Institution;

•

a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by us, is received prior to the Expiration Time by the Depositary as provided below; and

•

the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of book-entry transfers of Shares, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal, are received by the Depositary within two NASDAQ trading days after the date of execution of such Notice of Guaranteed Delivery.

A Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by us. In the case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by a participant by means of the confirmation system of DTC.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal, and that when the Offer Acceptance Time occurs, we will acquire good and unencumbered title, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us in our sole discretion. We reserve the absolute right to reject any and all tenders we determine not to be in proper form or the acceptance for payment of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to our satisfaction. None of us, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be determined by us in our sole discretion.

Appointment as Proxy. By executing the Letter of Transmittal (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of a Letter of Transmittal) as set forth above, unless Shares relating to such Letter of Transmittal or Agent’s Message are properly withdrawn pursuant to the

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Offer, the tendering stockholder will irrevocably appoint our designees, and each of them, as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such proxies will be considered coupled with an interest in the tendered Shares. Such appointment will be effective if and when, and only to the extent that, we accept such Shares for payment pursuant to the Offer. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder (and, if given, will not be deemed effective) with respect thereto. Each of our designees will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including in respect of any annual, special or adjourned meeting of stockholders or otherwise, as such designee in its sole discretion deems proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the occurrence of the Offer Acceptance Time, we must be able to exercise full voting, consent and other rights with respect to such Shares and other securities and rights, including voting at any meeting of stockholders.

The foregoing powers of attorney and proxies are effective only upon acceptance for payment of Shares pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of GFN’s stockholders.

GFN Equity Awards. The Offer is made only for outstanding Shares and is not made for any GFN Equity Awards. See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Treatment of GFN Equity Awards” for a description of the treatment of the GFN Equity Awards.

Backup Withholding. To prevent U.S. federal “backup withholding” with respect to payment of the Offer Price of Shares purchased pursuant to the Offer, each stockholder (including any stockholder that tenders Shares pursuant to the Offer pursuant to the book-entry transfer procedures described above in this Section 3) should provide the Depositary with its correct taxpayer identification number (if applicable) and certify that it is not subject to backup withholding by completing the IRS Form W-9 that is included in the Letter of Transmittal or an applicable IRS Form W-8 or by otherwise furnishing other applicable documentation certifying such stockholder’s exemption from backup withholding. See Instruction 8 set forth in the Letter of Transmittal and Section 5 — “Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger” of this Offer to Purchase for a more detailed discussion of backup withholding.

Withdrawal Rights.

Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Time. Thereafter, tenders of Shares are irrevocable, except that they may also be withdrawn after 60 days from the commencement of the Offer, unless such Shares have already been accepted for payment by us pursuant to the Offer.

For a withdrawal to be proper and effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Book-Entry Transfer,” any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares.

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If we extend the Offer, are delayed in our acceptance for payment of Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4 and as otherwise required by Rule 14e-1(c) under the Exchange Act.

Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, Shares that have been properly withdrawn may be re-tendered at any time prior to the Expiration Time by following one of the procedures described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Valid Tender of Shares.”

All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by us in our sole discretion. We also reserve the absolute right to waive any defect or irregularity in the withdrawal of Shares by any stockholder, regardless of whether or not similar defects or irregularities are waived in the case of other stockholders. None of us, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Certain Material U.S. Federal Income Tax Consequences of the Offer and the Merger.

The following is a summary of certain material U.S. federal income tax consequences of the Offer and the Merger to holders whose Shares are purchased pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This summary is based on the Internal Revenue Code of 1986, as amended, applicable treasury regulations and administrative and judicial interpretations thereunder, each as in effect as of the date hereof, all of which may change, possibly with retroactive effect. This summary is not a comprehensive description of all U.S. federal income tax considerations that may be relevant to the Offer and the Merger. This summary does not apply to any right to purchase capital stock of GFN and does not apply to holders who receive cash pursuant to the exercise of appraisal rights. This summary applies only to holders that hold their Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment), and may not apply to Shares received pursuant to the exercise of employee stock options pursuant to restricted stock units or otherwise as compensation, Shares held as “qualified small business stock” or “Section 1244 stock,” Shares held as part of a “straddle,” “hedge,” “conversion transaction,” constructive sale or other integrated transaction, holders that purchase or sell Shares as part of a wash sale for tax purposes, holders in special tax situations (including, but not limited to, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, banks, insurance companies, tax-exempt organizations, U.S. expatriates, “controlled foreign corporations” or “passive foreign investment companies”), or United States Holders (as defined below) whose functional currency is not the U.S. dollar. This discussion does not address any aspect of the U.S. alternative minimum or Medicare taxes, federal gift or estate tax, or state, local or foreign taxation.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner in the partnership generally will depend on the status of the partner and the tax treatment of the partnership. Accordingly, partnerships that hold Shares and partners in such partnerships should consult their tax advisors with regard to the U.S. federal income tax consequences of exchanging Shares pursuant to the Offer or the Merger.

This discussion does not address the tax consequences of acquisitions or dispositions of Shares outside the Offer or the Merger, or transactions pertaining to GFN Equity Awards that are cancelled and converted into the right to receive cash, as the case may be, in connection with the Merger.

THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE BASED ON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH HOLDER SHOULD CONSULT SUCH HOLDER’S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH HOLDER AND THE PARTICULAR TAX EFFECTS OF THE OFFER AND THE MERGER TO SUCH HOLDER,

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INCLUDING THE APPLICATION AND EFFECT OF U.S. FEDERAL ESTATE AND GIFT, STATE, LOCAL AND OTHER TAX LAWS.

United States Holders. For purposes of this discussion, the term “United States Holder” means a beneficial owner of Shares that is, for U.S. federal income tax purposes:

•

a citizen or resident of the United States;

•

a domestic corporation;

•

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has validly elected to be treated as a “United States person” under applicable Treasury regulations.

The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a United States Holder will recognize gain or loss in an amount equal to the difference between such United States Holder’s adjusted federal income tax basis in such Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger and the amount of cash received therefor. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if, on the date of sale (or, if applicable, the date of the Merger), such Shares were held for more than one year. Long-term capital gains recognized by an individual generally will be taxed at preferential rates. Net capital losses may be subject to limits on deductibility. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into the right to receive cash in the Merger. Each United States Holder should consult such United States Holder’s tax advisors regarding the manner in which any cash received pursuant to the Offer or the Merger should be allocated among the United States Holder’s respective different blocks of Shares.

Non-United States Holders. For purposes of this discussion, the term “Non-United States Holder” means a beneficial owner of Shares that is not a United States Holder.

In general, a Non-United States Holder will not be subject to U.S. federal income tax on gain recognized on Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger unless:

•

the gain is “effectively connected” with the Non-United States Holder’s conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment that such holder maintains in the United States, if that is required by an applicable income tax treaty as a condition for subjecting such holder to U.S. taxation on a net income basis;

•

the Non-United States Holder is an individual present in the United States for 183 or more days in the taxable year of the sale and certain other conditions exist; or

•

GFN is or has been a United States real property holding corporation for U.S. federal income tax purposes and the Non-United States Holder held, directly or indirectly, at any time during the five-year period ending on the date of sale (or, if applicable, the date of the Merger), more than 5% of Shares and such holder is not eligible for any treaty exemption.

Unless a tax treaty provides otherwise, gain described in the first bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if the Non-United States Holder were a resident of the United States. Non-United States Holders that are corporations also may be subject to a 30% branch profits tax (or applicable lower treaty rate) on such effectively connected gains, as adjusted for certain items. Gains described in the second bullet point above generally will be subject to U.S. federal income tax at a flat 30% rate (or applicable lower treaty rate), but may be offset by U.S. source capital losses. Non-United States Holders are urged to consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

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In general, GFN would be a United States real property holding corporation if interests in U.S. real estate comprised (by fair market value) at least half of GFN’s total worldwide interests in real property plus GFN’s business assets. GFN believes that it is not, and does not anticipate becoming, a United States real property holding corporation before the date of sale (or, if applicable, the date of the Merger) for U.S. federal income tax purposes. Even if GFN were treated as a United States real property holding corporation, such treatment will not cause gain realized by a Non-United States Holder on a disposition of Shares to be subject to U.S. federal income tax so long as (1) the Non-United States Holder owned, directly, indirectly and constructively, no more than 5% of GFN’s common stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the Non-United States Holder’s holding period and (2) the Shares are regularly traded on an established securities market.

Information Reporting and Backup Withholding. Payments made to a non-corporate United States Holder in connection with the Offer or the Merger generally will be subject to information reporting and may be subject to “backup withholding.” See Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Backup Withholding” of this Offer to Purchase.

Backup withholding generally applies if a United States Holder (i) fails to provide an accurate taxpayer identification number or (ii) in certain circumstances, fails to comply with applicable certification requirements. A Non-United States Holder generally will be exempt from information reporting and backup withholding if it certifies on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable form) that it is not a United States person, or otherwise establishes an exemption in a manner satisfactory to the Depositary.

Backup withholding is not an additional tax and may be refunded by the IRS to the extent it results in an overpayment of tax. Certain persons generally are entitled to exemption from information reporting and backup withholding, including corporations. Certain penalties apply for failure to provide correct information and for failure to include reportable payments in income. Each holder should consult with his or her own tax advisor as to his or her qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering United States Holders may be able to prevent backup withholding by completing the IRS Form W-9 that is included in the Letter of Transmittal or, in the case of Non-United States Holders, an IRS Form W-8BEN or IRS Form W-8BEN-E (or other documentation upon which a payor may rely to treat the payment as made to a Non-United States Holder).

Price Range of Shares; Dividends.

The Shares are listed and principally traded on NASDAQ under the symbol “GFN.”

The following table sets forth, for the calendar quarters indicated, the high and low sales prices per Share on NASDAQ as reported on NASDAQ:

	High			Low
Year Ended December 31, 2018:
First Quarter		$	7.50		$	6.80
Second Quarter		$	13.55		$	7.10
Third Quarter		$	15.95		$	13.10
Fourth Quarter		$	16.00		$	9.03
Year Ended December 31, 2019:
First Quarter		$	11.16		$	9.02
Second Quarter		$	9.67		$	7.63
Third Quarter		$	10.50		$	6.98
Fourth Quarter		$	11.07		$	8.13
Year Ended December 31, 2020:
First Quarter		$	11.18		$	5.04

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	High			Low
Second Quarter		$	7.11		$	4.86
Third Quarter		$	7.19		$	5.80
Fourth Quarter		$	9.25		$	5.83

According to GFN, as of April 15, 2021, there were (a) 30,240,951 Shares issued and outstanding, (b) 911,765 Shares were issued and held by GFN in its treasury, (c) 400,100 shares of preferred stock of GFN, par value $0.0001 per share (the “Preferred Shares”) were issued and outstanding, of which 100 shares were Series B Preferred Stock and 400,000 were Series C Preferred Stock, (d) 599,900 Shares or Preferred Shares were reserved for issuance, (e) 321,220 Shares reserved for issuance pursuant to the GFN Stock Plans, (e) 1,452,199 Shares were underlying outstanding GFN Options, (f) 57,528 Shares were underlying outstanding GFN RSUs and (g) 403,428 Shares were underlying outstanding GFN Restricted Stock. Based upon the foregoing and assuming that (i) no other Shares were or are issued after April 15, 2021 and (ii) no GFN Equity Awards or other equity-based awards denominated in Shares have been granted or have expired after April 15, 2021, the Minimum Condition would be satisfied if at least (A) 15,120,476 Shares, assuming GFN did not and does not receive a notice of exercise with respect to any GFN Options prior to the expiration of the Offer, or (B) 15,846,576 Shares, assuming GFN receives notices of exercise with respect to all GFN Options prior to the expiration of the Offer, are validly tendered and not properly withdrawn prior to the Expiration Time.

The Offer Price of $19.00 per Share represents an approximate:

•

56.1% premium over the closing price per Share of $12.17 reported on NASDAQ on April 15, 2021, the last full trading day before we announced the execution of the Merger Agreement and the Offer; and

•

77.7% premium over the average closing trading price of Shares of $10.69 for the 60-day period ending on April 15, 2021.

On April 23, 2021, the last trading day before we commenced the Offer, the closing price per Share reported on NASDAQ was $18.98 per Share.

We encourage you to obtain a recent quotation for Shares before deciding whether to tender your Shares.

GFN has never declared or paid cash dividends with respect to the Shares. Under the terms of the Merger Agreement, GFN is not permitted to declare or pay any dividend in respect of the Shares without URNA’s prior written consent. See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Conduct of Business of GFN.”

Certain Information Concerning GFN.

Except as otherwise set forth in this Offer to Purchase, the information concerning GFN contained in this Offer to Purchase has been taken from or based upon publicly available documents and records on file with the SEC and other public sources and is qualified in its entirety by reference thereto. None of us, URNA or the Information Agent take responsibility for the accuracy or completeness of the information contained in such documents and records or for any failure by GFN to disclose events that may have occurred or may affect the significance or accuracy of any such information but that are unknown to us, URNA and the Information Agent.

General. GFN was incorporated in the State of Delaware on October 14, 2005. The principal executive offices are located at 39 East Union Street, Pasadena, California 91103, and the telephone number is (626) 584-9722.

GFN is a is a leading specialty rental services company offering portable storage, modular space and liquid containment solutions. GFN’s North America operations consist of wholly-owned subsidiaries Pac-Van, Inc., a leading provider of portable storage and office containers, mobile offices and modular buildings; and Lone Star Tank Rental Inc., a provider of liquid storage tank containers. Additionally, GFN has wholly-owned subsidiaries under the trade name Royal Wolf, a leading lessor of portable storage solutions in

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Australia and New Zealand; and Southern Frac, LLC, a manufacturer of portable liquid storage tank containers in North America and, under the trade name Southern Fabrication Specialties, other steel products.

Available Information. GFN files annual, quarterly and current reports, proxy statements and other information with the SEC. GFN’s SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document GFN files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. GFN maintains a website at www.generalfinance.com. These website addresses are not intended to function as hyperlinks, and the information contained on GFN’s websites and on the SEC’s website is not incorporated by reference in this Offer to Purchase and you should not consider it a part of this Offer to Purchase.

Certain Information Concerning Merger Sub, URNA and URI.

Merger Sub. We are a Delaware corporation and a wholly owned subsidiary of URNA and were formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Offer and the Merger. To date, we have not carried on any activities other than those related to our formation, the Merger Agreement, the Offer and the Merger. We have minimal assets and liabilities other than the contractual rights and obligations as set forth in the Merger Agreement. As soon as practicable following the Offer Acceptance Time and the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, we will merge with and into GFN, with GFN continuing as the Surviving Corporation. Our principal executive offices are located at 100 First Stamford Place, Suite 700, Stamford, CT 06902. The telephone number at such office is (203) 622-3131.

URNA. URNA is a Delaware corporation and wholly owned subsidiary of URI, through which URI conducts its businesses. The principal executive offices of URNA are located at 100 First Stamford Place, Suite 700, Stamford, CT 06902. The telephone number at such office is (203) 622-3131.

URI. United Rentals, Inc., or URI, is a Delaware corporation. The principal executive offices of URNA are located at 100 First Stamford Place, Suite 700, Stamford, CT 06902. The telephone number at such office is (203) 622-3131. URI is the largest equipment rental company in the world. URI has an integrated network of 1,154 rental locations in North America and 11 in Europe. In North America, URI operates in 49 states and every Canadian province. URI’s approximately 18,250 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. URI offers approximately 4,000 classes of equipment for rent with a total original cost of $13.78 billion.

The name, country of citizenship, business address, business telephone number, current principal occupation or employment (including the name, principal business and address of the corporation or other organization in which such employment or occupation is conducted) and material occupations, positions, offices or employment held during the past five years (including the starting and ending dates of each and the name, principal business and address of the corporation or other organization in which such occupation was conducted), of each of the directors and executive officers of Merger Sub, URNA and URI are set forth in Annex A of this Offer to Purchase.

We refer to Merger Sub, URNA, URI and their respective subsidiaries and affiliates, collectively, as United Rentals.

Except as set forth elsewhere in this Offer to Purchase (including Section 10 — “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with GFN,” Section 11 — “The Merger Agreement; Other Agreements” and Annex A): (i) none of Merger Sub, URNA, URI or, to our knowledge or the knowledge of URNA and URI after reasonable inquiry, any of the persons or entities listed in Annex A, or any associate or majority-owned subsidiary of the foregoing, has beneficial ownership (as defined by Rule 13d-3 under the Exchange Act) of any Shares or any other securities of GFN, (ii) none of Merger Sub, URNA, URI or, to our knowledge or the knowledge of URNA and URI after reasonable inquiry, any of the other persons or entities referred to in clause (i) has been party to any transaction in the Shares during the 60-day period preceding the date of this Offer to Purchase, (iii) during the two years prior to the date of this Offer to Purchase, there have been no transactions between us, URNA and URI or, to our knowledge or the knowledge of URNA and URI after reasonable inquiry, any of the persons listed

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in Annex A, on the one hand, and GFN or any of its executive officers, directors or affiliates, on the other hand, (iv) during the two years prior to the date of this Offer to Purchase, there have been no negotiations, transactions or material contracts between us, URNA and URI or, to our knowledge or the knowledge of URNA and URI after reasonable inquiry, any of the persons listed in Annex A, on the one hand, and GFN or any of its affiliates, on the other hand, concerning any merger, consolidation, acquisition, tender offer or other acquisition of any class of GFN securities, election of GFN directors or sale or other transfer of a material amount of GFN assets, (v) there are no present or proposed material agreements, arrangements, understandings or relationships between us, URNA and URI or any of our or their respective executive officers, directors, controlling persons or subsidiaries, on the one hand, and GFN or any of its executive officers, directors, controlling persons or subsidiaries, on the other hand, and (vi) during the past five years, none of us, URNA, URI or, to our knowledge or the knowledge of URNA and URI after reasonable inquiry, any of the persons or entities listed in Annex A, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him, her or it from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, we, URNA and URI have filed with the SEC a Tender Offer Statement on Schedule TO (as amended, which we refer to as the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO and such documents are available to the public over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document filed by us and/or URNA and/or URI with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. URI maintains a website at www.unitedrentals.com. These website addresses are not intended to function as hyperlinks, and the information contained on URI’s website and on the SEC’s website is not incorporated by reference in this Offer to Purchase and you should not consider it a part of this Offer to Purchase.

Source and Amount of Funds.

The Offer is not subject to any financing condition. We estimate that the total amount of funds required to purchase all of the outstanding Shares pursuant to the Offer and to pay related fees and expenses will be approximately $996 million. URNA will provide or cause to be provided to us sufficient funds to pay all fees and expenses contemplated by the Merger Agreement, including to purchase all Shares validly tendered in the Offer, and will provide funding for our acquisition of the remaining Shares in the Merger.

URNA expects to fund the cash requirements to consummate the Offer, the Merger and the other transactions contemplated in the Merger Agreement with cash on hand and available borrowing capacity under URNA’s senior secured asset-based revolving credit facility (“ABL Facility”).

The ABL Facility provides up to $3.75 billion in borrowings on a revolving basis, subject to the value of the borrowing base of eligible assets at any time. The proceeds of borrowings under the ABL Facility may be used for acquisitions by URNA and its subsidiaries. Borrowings under the ABL Facility are available through 2024. Amounts drawn under the ABL Facility in U.S. dollars bear annual interest at (i) at the London Interbank Offered Rate (“LIBOR”) rate plus a margin of 1.25% to 1.75%, or (ii) a base rate (equal to the highest of Bank of America, N.A.’s prime rate, the federal funds rate plus 0.5% and 30-day LIBOR plus 1.0%) plus a margin of 0.25% to 0.75%. The interest rate margins are subject to adjustments based on utilization of the ABL Facility and, under certain circumstances, URNA’s total indebtedness leverage ratio on a consolidated basis. The ABL Facility also permits borrowings (up to established sub-limits) for URNA’s Canadian subsidiaries and other non-U.S. subsidiaries. As of March 31, 2021, URNA had available borrowing capacity of $3.191 billion under the ABL Facility.

URI and (subject to certain limited exceptions) direct or indirect U.S. subsidiaries of URI Holdings (the “U.S. Guarantors”) provide unconditional guarantees of the obligations of URNA and certain of its domestic subsidiaries (the “U.S. Borrowers”) under the ABL Facility. In addition, the U.S. Guarantors and (subject to certain limited exceptions) each Canadian subsidiary of URI (the “non-U.S. Guarantors” and together with the U.S. Guarantors, the “Guarantors”) provide unconditional guarantees of the obligations

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of the borrowers under the ABL Facility organized under the laws of Canada (the “Canadian Borrowers”), the borrowers under the ABL Facility organized under the laws of France (the “French Borrowers”) and the borrowers under the ABL Facility organized under the laws of any jurisdiction outside the U.S., Canada or France (the “ROW Borrowers” and, together with the U.S. Borrowers, the Canadian Borrowers and the French Borrowers, the “Borrowers”). In addition, the obligations of the Borrowers under the ABL Facility and the guarantees of the Guarantors are secured by first priority security interests in substantially all of the tangible and intangible assets of the U.S. Guarantors, including pledges of all stock or other equity interests in direct subsidiaries owned by the U.S. Guarantors (but only up to 65% of the voting stock of each direct foreign subsidiary owned by any U.S. Guarantor in the case of pledges securing the U.S. Borrowers’ and U.S. Guarantors’ obligations under the ABL Facility). Assets of the type described in the preceding sentence of any non-U.S. Guarantor are similarly pledged to secure the obligations of the Canadian Borrowers, the French Borrowers, the ROW Borrowers and the non-U.S. Guarantors under the ABL Facility. The security and pledges are subject to certain exceptions.

The ABL Facility contains a number of covenants that are typical for asset-backed revolving credit facilities and customary events of default. The ABL Facility does not include any financial covenants, other than a springing covenant to maintain a minimum fixed charge coverage ratio of at least 1.00 to 1.00 on a trailing four-quarter basis as of the last day of each quarter, which will be tested only when specified availability under the ABL Facility falls below 10% of the maximum revolver amount. The springing covenant is not currently in effect due to specified availability in excess of 10% of the maximum revolver amount.

Neither the consummation of the Offer nor the consummation of the Merger is conditioned upon URI’s or URNA’s receipt of financing. No alternative financing arrangement or alternative financing plans have been made. URNA does not currently have any plans or arrangement to finance or repay (or cause to be financed or repaid) amounts borrowed under the ABL Facility.

URNA believes that the financial condition of URI, URNA, Merger Sub or their respective affiliates is not material to a decision by a holder of Shares whether to tender such Shares in the Offer because (i) the Offer is being made for all outstanding Shares solely for cash, (ii) the consummation of the Offer (or the Merger) is not subject to any financing condition, (iii) we, through URNA, will have sufficient funds available to us to consummate the Offer and the Merger and (iv) if Merger Sub consummates the Offer, Merger Sub will acquire all remaining Shares for the same cash price in the Merger (i.e., the Offer Price).

10.

Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with GFN.

URI regularly evaluates its business and development plans and considers a variety of strategic opportunities to enhance its existing business and operations as well as stockholder value. As part of this process, URI regularly considers numerous strategic acquisitions in connection with the objective of continuing to expand URI’s equipment rental business in North America and globally.

In the course of URI’s regular exploration of strategic opportunities, URI expressed an interest in participating in a whole-company auction process commenced by GFN in early 2019. On March 1, 2019, URI and GFN executed a confidentiality agreement (the “Confidentiality Agreement”) in connection with URI’s participation in such auction process. Representatives of GFN senior management and URI senior management engaged in preliminary due diligence and discussions regarding a potential acquisition of GFN by URI in connection with such process. URI determined to not submit any indication of interest at such time.

In December 2020, URI senior management began to consider again whether to explore strategic opportunities with GFN.

On February 22, 2021, a representative of URI senior management emailed Jody Miller, the chief executive officer of GFN, to schedule a time for them to speak. Mr. Miller responded via email that he was available to speak on February 25, 2021.

On February 25, 2021, a representative of URI senior management had a telephonic discussion with Mr. Miller to discuss whether GFN would have any interest in exploring potential commercial opportunities with URI. During that conversation, Mr. Miller asked whether URI would have any interest in acquiring GFN.

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On March 2, 2021, a representative of URI senior management had a telephonic discussion with Mr. Miller regarding URI’s interest in exploring a potential acquisition of GFN, including with respect to a potential transaction timeline and potential purchase price. Following such discussion, URI delivered to Mr. Miller a non-binding written proposal setting forth URI’s proposal to acquire GFN at a price in the range of $19.00-$20.00 per Share, subject to the satisfactory completion of due diligence and the negotiation of a mutually satisfactory merger agreement.

On March 3, 2021, following a meeting of the GFN Board, Mr. Miller responded to URI, requesting additional information from URI regarding its proposal, including with respect to URI’s estimated timeline to close a transaction, the transaction structure, details around the merger consideration and URI’s expected due diligence process and requirements.

Beginning in the first week of March, URI and Sullivan & Cromwell LLP (“S&C”), outside legal counsel to URI, commenced their due diligence review of GFN based on publicly filed GFN materials as well as materials provided in response to diligence requests from URI and S&C.

On March 9, 2021, at a video meeting of the URI board of directors, members of URI management discussed the potential opportunity to acquire GFN, considerations around the potential transaction structure, and the status of diligence and discussions with GFN. On the same day, a representative of URI senior management and Mr. Miller discussed URI’s proposal delivered to GFN on March 2, 2021.

On March 10, 2021, representatives of URI senior management and representatives of GFN senior management had a video meeting to introduce the two companies’ senior management teams and have high-level discussions regarding GFN’s businesses and operations.

On March 11, 2021, representatives of URI senior management and representatives of GFN senior management had a telephonic discussion regarding a potential acquisition by URI of only GFN’s North America business and a whole company acquisition.

On March 12, 2021, in response to GFN’s request for an updated proposal on price, URI delivered to GFN a non-binding written proposal setting forth URI’s offer to acquire GFN at a price of $18.00 per Share, subject to the satisfactory completion of due diligence and the negotiation of a mutually satisfactory merger agreement. Following receipt of this letter, Mr. Miller informed representatives of URI senior management that the value proposed was inadequate, and representatives of URI senior management and representatives of GFN senior management engaged in a discussion regarding potential alternative transaction structures that might provide more value to GFN and its stockholders. Following this discussion, URI delivered to GFN a revised non-binding written proposal to acquire GFN’s North American business for a price in the range of $760,000,000 to $775,000,000.

On March 14, 2021, representatives of URI senior management and representatives of GFN senior management had a telephonic meeting, together with representatives of S&C and Morrison & Foerster LLP (“Morrison & Foerster”), outside legal counsel to GFN, to discuss the potential transaction structures, including with respect to a sale of the GFN North American business. Subsequent to this meeting, URI management determined that it would submit a revised proposal to acquire GFN at a price of $18.00 per Share in cash, or, alternatively, to acquire GFN’s North American business at a price in the range of $760,000,000 to $775,000,000, provided that the closing of such transaction would not be subject to the closing of any other transaction.

Later that day, following a meeting of the GFN Board, Mr. Miller called a representative of URI senior management to inform URI that the GFN Board did not accept URI’s proposal but that the GFN Board would be willing to consider a proposal from URI at a higher valuation.

On March 15, 2021, URI delivered to GFN a revised non-binding written proposal setting forth a price of $19.00 per Share in cash to acquire the whole company, subject to the completion of due diligence and negotiation of a mutually satisfactory merger agreement. The proposal also requested that the parties work towards signing and announcing the transaction by April 15, 2021. On the same day, a representative of URI senior management and Ron Valenta, chairman of the GFN Board, discussed the proposed $19.00 per Share purchase price.

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On March 16, 2021, Mr. Miller called a representative of URI senior management to confirm that GFN was willing to proceed based on URI’s March 15 proposal for a whole company acquisition of GFN at the price of $19.00 per Share in cash, subject to agreement on the terms and conditions to be included in a definitive agreement.

Commencing on March 17, 2021 and over the period lasting until the execution of the Merger Agreement, representatives of URI senior management and GFN senior management had regular telephonic discussions with respect to the terms of the proposed transaction, related regulatory matters, due diligence, and the preparation and negotiation of definitive transaction documents.

On March 26, 2021, at the request of Christopher Wilson, GFN’s General Counsel, URI and S&C delivered an initial draft of the GFN representations and warranties to be included in the merger agreement to Mr. Wilson.

On March 31, 2021, S&C delivered an initial draft of the merger agreement to Morrison & Foerster. The draft included the previously shared representations and warranties and contemplated a transaction structured as a tender offer to be followed by a merger. The draft merger agreement contemplated that certain stockholders of GFN would deliver a tender and support agreement to URI concurrent with execution of the merger agreement.

On April 2, 2021, GFN delivered to URI and S&C a list of the principal open issues in the draft merger agreement. On April 3, 2021, representatives of URI, S&C, GFN and Morrison & Foerster had a telephonic meeting to discuss the open issues in the merger agreement and the process for negotiating and finalizing the merger agreement.

On April 5, 2021, Morrison & Foerster delivered comments on certain portions of the merger agreement to S&C. Also on April 5, GFN delivered to S&C and URI an initial draft of a form of tender and support agreement as contemplated by the draft merger agreement. In the evening of April 5, 2021, representatives of URI senior management met in person with Mr. Miller and Mr. Valenta. At this meeting, the parties resolved certain open business issues in the merger agreement and agreed to continue to work towards signing and announcing a transaction by April 15, 2021.

On April 6, 2021, representatives of URI senior management, GFN senior management, Morrison & Foerster and S&C discussed various open issues in the draft merger agreement. On the same day, S&C delivered to GFN drafts of key employee agreements for the U.S. and Canadian employees and a draft non-compete agreement for Mr. Valenta.

On April 7, 2021, S&C sent a revised draft of the merger agreement to GFN and Morrison & Foerster. Later that day, representatives of URI senior management and S&C held a call with Mr. Wilson and representatives of Morrison & Foerster and to negotiate remaining open points in the merger agreement.

On April 8, 2021, GFN sent to URI and S&C a revised draft of the merger agreement. Also on April 8, S&C sent revised drafts of the tender and support agreement and merger agreement to GFN and Morrison & Foerster.

In the morning of April 9, 2021, Mr. Wilson engaged in discussions with a representative of URI senior management to discuss certain open points in the drafts of the merger agreement and tender and support agreement, subject to the finalization of URI’s due diligence and GFN’s disclosure schedules. Later that morning, S&C sent revised drafts of the merger agreement and the tender and support agreement to GFN and Morrison & Foerster, reflecting the outcome of such discussion on such open points in the merger agreement and tender and support agreement.

On April 10, 2021, GFN delivered to S&C and URI an initial draft of the GFN disclosure schedules to the merger agreement. Until the execution of the merger agreement on April 15, 2021, the parties exchanged comments on and several drafts of the GFN disclosure schedules in parallel with the completion of URI’s due diligence. Also during this period, the parties finalized the other ancillary agreements to the transaction.

On April 12, 2021, the URI board of directors held a video meeting with representatives of URI senior management and S&C in attendance, where the URI board of directors reviewed the terms of the merger agreement with management and S&C. The board of directors of each of URI and URNA unanimously

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determined it advisable and in their best interests and the best interests of their respective stockholders for URNA to enter into the merger agreement and consummate the Offer, the Merger and the other transactions contemplated by the merger agreement, approved the merger agreement in substantially the form presented to the board and the transactions contemplated thereby, and authorized representatives of URI senior management to negotiate and finalize the terms of the merger agreement.

Later on April 12, 2021, S&C sent a revised draft of the merger agreement to GFN and Morrison & Foerster reflecting certain updates to the provisions relating to the Preferred Stock Redemptions. On April 14 and 15, 2021, the parties exchanged further revisions to the merger agreement to finalize the document for execution.

Early in the evening of April 15, 2021, after the close of trading, Mr. Wilson informed representatives of URI senior management and S&C that the GFN Board had unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement. Shortly thereafter on the same day, the Merger Agreement was executed and delivered on behalf of each of GFN, URNA and Merger Sub, and the applicable stockholders of GFN executed and delivered the Tender and Support Agreement and other ancillary documents to the Merger Agreement. Later that day, URI and GFN issued a joint press release announcing the execution of the Merger Agreement.

On April 26, 2020, Merger Sub commenced the Offer, and GFN filed a Schedule 14D-9.

11.

The Merger Agreement; Other Agreements

The Merger Agreement

The following is a summary of certain provisions of the Merger Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO, which is incorporated herein by reference. Copies of the Merger Agreement and the Schedule TO, and any other filings that we make with the SEC with respect to the Offer or the Merger, may be obtained in the manner set forth in Section 8 — “Certain Information Concerning Merger Sub, URNA and URI — Available Information.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is included to provide you with information regarding its terms. Factual disclosures about URNA, us and GFN or any of our or their respective affiliates contained in this Offer to Purchase or in our or their respective public reports filed with the SEC, as applicable, may supplement, update or modify the factual disclosures about URNA, us and GFN or any of our or their respective affiliates contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by URNA, us and GFN were qualified and subject to important limitations agreed to by URNA, us and GFN in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Offer or the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures set forth in schedules that were provided by each party to the other but are not publicly filed as part of the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this Offer to Purchase.

The Offer

The Merger Agreement provides that we will commence the Offer as promptly as practicable after the date of the Merger Agreement (but in no event later than April 26, 2021). Subject to the satisfaction or

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waiver (to the extent such waiver is permitted by applicable law) by us and URNA of the conditions that are described in Section 15 — “Conditions to the Offer,” we will (and URNA will cause us to), at or as promptly as practicable following the Expiration Time, irrevocably accept for payment and at or as promptly as practicable after such acceptance (but in any event within two business days) pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer. The initial Expiration Time will be 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021.

Terms and Conditions of the Offer

Our obligations to accept for payment, and pay for, any Shares tendered pursuant to the Offer are subject to Offer Conditions (as defined below). We expressly reserve the right to (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes to the terms and conditions of the Offer not inconsistent with the terms of the Merger Agreement; provided, however, that without the prior written consent of GFN, we will not, and URNA will cause us not to, (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose any conditions to the Offer other than the Offer Conditions, (E) amend, modify or supplement any of the Offer Conditions in a manner that makes such Offer Condition more difficult to satisfy, (F) amend, modify or waive the Minimum Condition, (G) except as otherwise required or expressly permitted by the Merger Agreement, extend or otherwise change the Expiration Time, (H) provide for any “subsequent offering period” within the meaning of Rule 14d-11 under the Exchange Act or (I) otherwise amend, modify or supplement any of the other terms of the Offer in a manner adverse to the holders of Shares.

Extensions of the Offer

If, as of the then-scheduled Expiration Time, any of the Offer Conditions has not been satisfied or waived by us and by URNA (to the extent such waiver is permitted under the Merger Agreement and applicable law), we are required to extend the Offer on one or more occasions, in consecutive increments of up to 5 business days (or such longer period with the prior consent of GFN (not to be unreasonably withheld, conditioned or delayed)) per extension (each such 5-business day increment to end at 5:00 p.m., New York time, on the last business day of such increment), to permit the satisfaction of such Offer Condition(s). In addition, we will, and URNA will cause us to, extend the Offer for the minimum period required by any legal requirement, interpretation or position of the SEC or its staff or NASDAQ or its staff. However, in no event will we be required or, without the prior consent of GFN (not to be unreasonably withheld, conditioned or delayed), permitted, to extend the Offer beyond the End Date or the termination of the Merger Agreement in accordance with its terms, as described in Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Termination of the Merger Agreement.”

GFN Board Recommendation

The GFN Board has, at a duly convened and held meeting, unanimously adopted resolutions (i) approving and declaring advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, (ii) resolving that the Merger shall be effected under Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer, and (iii) recommending that GFN’s stockholders accept the Offer and tender their Shares in the Offer (such recommendation described in clauses (i) through (iii), the “GFN Recommendation”).

The Merger

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, which, subject to the satisfaction or waiver (to the extent such waiver is permitted under the Merger Agreement and applicable law) of the conditions set forth in the Merger Agreement, will occur as soon as practicable following the Offer Acceptance Time:

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•

we will be merged with and into GFN, and, as a result of the Merger, our separate corporate existence will cease;

•

GFN will be the Surviving Corporation in the Merger and, following the Preferred Stock Redemptions (defined below), will become a wholly owned subsidiary of URNA; and

•

all of the properties, rights, privileges, powers and franchises of GFN and us will vest in GFN as the Surviving Corporation, and all of the debts, liabilities and duties of GFN and us will become the debts, liabilities and duties of GFN as the Surviving Corporation.

Application of Section 251(h) of the DGCL. The Merger will be effected under Section 251(h) of the DGCL, without a vote of the stockholders of GFN. Accordingly, after the Offer Acceptance Time, URNA, we and GFN have agreed, subject to satisfaction of the conditions set forth in the Merger Agreement, to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation of the Offer, without a vote of the stockholders of GFN.

Certificate of Incorporation; Bylaws. The Merger Agreement provides that the certificate of incorporation of the Surviving Corporation will be amended and restated as of the Effective Time to take the form of our certificate of incorporation in effect immediately prior to the Effective Time, except that references to our name will be replaced with references to the Surviving Corporation’s name and any references to our sole incorporator will be removed, and the parties will take all actions necessary so that our bylaws in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation, except that references to our name will be replaced with references to the Surviving Corporation’s name.

Changes of Directors and Officers in Connection with the Offer and the Merger. The Merger Agreement provides that (i) the parties will take all actions necessary so that the board of directors of Merger Sub immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation and (ii) the officers of GFN immediately prior to the Effective Time will, from and after the Effective Time, be the officers of the Surviving Corporation.

Merger Closing Conditions. Our obligations and the obligations of URNA and GFN to effect the Merger are subject to the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of each of the following conditions:

•

there not having been enacted or issued by any governmental entity any law (whether temporary, preliminary or permanent) that is in effect and that makes unlawful or prevents the consummation of the Merger; and

•

Merger Sub having irrevocably accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer.

Merger Consideration. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares owned by GFN as treasury stock or otherwise immediately prior to the Effective Time and Shares then held by URNA or Merger Sub that were accepted for payment by Merger Sub in the Offer (“Excluded Shares”) and Shares for which appraisal has been duly demanded in connection with the Merger and the right thereto under the DGCL has not been effectively withdrawn or otherwise waived or lost, as described in Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights” (“Dissenting Shares”)) will be converted automatically into and will thereafter represent only the right to receive the Merger Consideration, without interest, less any applicable withholding of taxes.

Payment for Shares. Prior to the Effective Time, URNA will designate, after reasonable consultation with GFN and pursuant to the terms of the Merger Agreement, a paying agent (in such capacity, the “Paying Agent”) for the holders of Shares to receive the funds to which holders of such Shares become entitled pursuant to the Merger. At or prior to the Effective Time, URNA will deposit, or cause to be deposited, with the Paying Agent, an amount in cash sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments in respect of the Shares (other than Excluded Shares and Dissenting Shares) and the GFN Equity Awards not paid through GFN’s payroll system pursuant to the Merger Agreement.

As promptly as practicable after the Effective Time (but in any event within three business days thereafter), URNA will cause the Paying Agent to mail or otherwise provide to each holder of record of

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Shares (other than Dissenting Shares and Excluded Shares) that are represented by certificates or are non-certificated Shares represented by book-entry (“Book-Entry Shares”) not held, directly or indirectly, through DTC, notice advising such holders of the effectiveness of the Merger, which notice will include (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Share Certificates or such Book-Entry Shares will pass only upon proper delivery of the Share Certificates (or affidavits of loss in lieu of Share Certificates, as provided in the Merger Agreement and described below) to the Paying Agent) and (ii) instructions for effecting the surrender of the Share Certificates (or affidavits of loss in lieu of Share Certificates, as provided in the Merger Agreement and described below) or such Book-Entry Shares to the Paying Agent in exchange for the payment of the Merger Consideration to which such holder is entitled.

With respect to non-certificated Shares held in book entry form (“Book Entry Shares”) held, directly or indirectly, through DTC, URNA and GFN will cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and any other necessary or desirable third-party intermediaries to ensure that the Paying Agent will transmit the Merger Consideration to which the beneficial owners of such Book Entry Shares are entitled to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Shares (other the Dissenting Shares or Excluded Shares) held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by URNA, GFN, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries.

Upon surrender to the Paying Agent of Share Certificates (or affidavits of loss in lieu of Share Certificates, as provided in the Merger Agreement and described below) or Book-Entry Shares for cancellation, together with such letter of transmittal, duly completed and executed, and such other customary documents as may reasonably be required by the Paying Agent (or, with respect to Book-Entry Shares, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Book-Entry Shares or, in the case of Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by GFN, URNA, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries), the holder of such Share Certificates or Book-Entry Shares will be entitled to receive in exchange for such Share Certificates or Book-Entry Shares (after giving effect to any required tax withholdings) the Merger Consideration for each Share formerly evidenced by such Share Certificates or Book-Entry Shares. In the event of a transfer of ownership of any Share Certificate that is not registered in the stock transfer books or ledger of GFN or if the Merger Consideration is to be paid in a name other than that in which the Share Certificate surrendered or transferred in exchange therefor is registered in the stock transfer books or ledger of GFN, a check for any cash to be exchanged upon surrender of such Share Certificate may be issued to the transferee if the Share Certificate is properly endorsed and otherwise in proper form for surrender and presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable transfer taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to URNA and the Paying Agent. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of GFN.

In the event that any Share Certificate has been lost, stolen or destroyed, if the person claiming that such Share Certificate is lost, stolen or destroyed makes an affidavit of such fact and, if required by URNA or the Paying Agent, posts bond in customary amount and upon such terms as may be required by URNA or the Paying Agent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Share Certificate, the Paying Agent will, in exchange for such Certificate, issue a check in the amount (after giving effect to any required tax withholdings) of the Merger Consideration.

Any portion of the funds which had been made available to the Paying Agent that remains unclaimed by the holders of Shares (other than Dissenting Shares and Excluded Shares) for 12 months from and after the date of the Closing (the “Closing Date”) will be delivered to URNA or the Surviving Corporation, as determined by URNA, and, thereafter, any holder of Shares (other than Dissenting Shares and Excluded Shares) who has not theretofore complied with the procedures, materials and instructions contemplated by the Merger Agreement and any holder of GFN Equity Awards who has not received the payments to which such holder is entitled pursuant to the Merger Agreement to be paid by the Paying Agent may thereafter look only to the Surviving Corporation as a general creditor of such holder and the Surviving Corporation will

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remain liable for such payments (after giving effect to any required tax withholdings) in respect of such payments (subject to abandoned property, escheat and other similar legal requirements). None of the Surviving Corporation, URNA, the Paying Agent or any other person will be liable to any former holder of Shares or GFN Equity Awards for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar legal requirements.

Each of URNA, the Surviving Corporation and the Paying Agent (and any of their respective affiliates) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement to any person such amounts as it is required to deduct and withhold with respect to the making of such making under the U.S. Internal Revenue Code or any other applicable tax legal requirement. To the extent that amounts are so withheld, such withheld amounts will be paid to the applicable governmental entity and will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Treatment of GFN Equity Awards

At the Effective Time, any vesting conditions applicable to each outstanding GFN RSU, will, automatically and without any required action on the part of the holder thereof, accelerate in full and be cancelled and will only entitle the holder thereof to receive (without interest) an amount in cash equal to (i) the number of Shares subject to such GFN RSU immediately prior to the Effective Time multiplied by (ii) the Offer Price, less any applicable withholding taxes, except that, with respect to any GFN RSUs that constitute nonqualified deferred compensation subject to Section 409A of the U.S. Internal Revenue Code and that are not permitted to be paid at the Effective Time without triggering a Tax or penalty under Section 409A of the U.S. Internal Revenue Code, such payment will be made at the earliest time permitted under the applicable GFN Stock Plan and award agreement that will not trigger a tax or penalty under Section 409A of the U.S. Internal Revenue Code.

As soon as reasonably practicable after the Effective Time (and in any event no later than the next payroll date), the Surviving Corporation will, through the Surviving Corporation’s Shareworks equity compensation payments system or other applicable equity compensation payments system, pay or cause to be paid to the holders of GFN Equity Awards the amounts described in the applicable preceding paragraphs, except that, to the extent the holder of a GFN Equity Award is not and was not at any time during the applicable vesting period an employee of GFN or any of its subsidiaries, such amounts will not be paid through the payroll system, but will be paid by the Paying Agent as described above in Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Payment for Shares.”]

Representations and Warranties

The Merger Agreement contains representations and warranties of GFN, URNA and us.

Some of the representations and warranties in the Merger Agreement made by GFN, URNA and us are qualified as to “materiality,” “knowledge” and, with respect to GFN, “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means any event, change, development, circumstance, fact or effect that, individually or taken together with any other events, changes, developments, circumstances, facts or effects that have occurred prior to the date of determination of the occurrence of a

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Material Adverse Effect, (a) is, or would reasonably be expected to be, materially adverse to the condition (financial or otherwise), properties, assets, liabilities (fixed, contingent or otherwise), business operations or results of operations of GFN and its subsidiaries (taken as a whole) or (b) would prevent, materially delay or materially impair the ability of GFN to consummate the Offer and/or the Merger; provided, however, that, with respect to clause (a), no such event, change, development, circumstance, fact or effect to the extent resulting from any of the following, either individually or in the aggregate, will be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur:

(i)

events, changes, developments, circumstances, facts or effects that are the result of factors generally affecting the economy, credit, capital, securities or financial markets or political, regulatory or business conditions in the geographic markets in which GFN or any of its subsidiaries operate or their products or services are sold;

(ii)

events, changes, developments, circumstances, facts or effects that are the result of factors generally affecting the industries in which GFN or any of its subsidiaries operate in the geographic markets in which they operate or where their products or services are sold;

(iii)

events, changes, developments, circumstances, facts or effects arising from the announcement of the Merger Agreement, the consummation of the transactions contemplated by the Merger Agreement or the identity of URNA, Merger Sub or their affiliates as the acquiror of GFN, including in or with respect to, the relationship of GFN or any of its subsidiaries, contractual or otherwise, with customers, governmental entities, employees, labor unions, labor organizations, works councils or similar organizations, suppliers, distributors, financing sources, partners or similar relationship, or any transaction litigation (but not any finally adjudicated breach of fiduciary duty or violation of law itself);

(iv)

changes in United States generally accepted accounting principles (“GAAP”) or in any applicable law, including changes in COVID-19 measures;

(v)

any failure by GFN to meet any internal or public projections or forecasts or estimates of revenues or earnings; provided that any event, change, development, circumstance, fact or effect underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur;

(vi)

any event, change, development or effect resulting from acts of war (whether or not declared), civil disobedience or unrest, sabotage, terrorism, military or para-military actions or the escalation of any of the foregoing, any natural disaster or calamity or any outbreak of illness or other public health event (including COVID-19 and variants thereof and other pandemics), in each case to the extent not caused by GFN or any of its subsidiaries or its or their respective representatives;

(vii)

a decline in the market price of the Shares on the NASDAQ; provided that any event, change, development or effect underlying such decline in market price may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur; or

(viii)

any action taken (or failure to take action) by GFN that is expressly required or prohibited (as applicable) by the terms of the Merger;

provided, further, that, with respect to clauses “(i),” “(ii),” “(iv)” or “(vi)” above, such events, changes, developments, circumstances, facts or effects (as the case may be) will be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent (but only to such extent) they disproportionately adversely affect GFN and its subsidiaries (taken as a whole) relative to other companies operating in the industries in which GFN and its subsidiaries operate.

In the Merger Agreement, GFN has made customary representations and warranties to URNA and us with respect to, among other things:

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the due organization, valid existence, good standing and qualification to do business of GFN and its subsidiaries;

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the organizational documents of GFN and its subsidiaries;

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GFN’s capitalization;

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the subsidiaries of GFN;

•

the corporate authority and power of GFN to perform under the Merger Agreement and the binding nature of the Merger Agreement;

•

the non-applicability of filings, notices, consents, registrations, approvals, permits or authorizations with any governmental entity in connection with the execution and delivery of and performance under the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement;

•

the absence of any conflict between the execution and delivery of and performance under the Merger Agreement by GFN and the consummation of the transactions contemplated by the Merger Agreement, on the one hand, and the organizational documents or certain agreements of GFN and its subsidiaries or applicable laws, on the other hand;

•

compliance with applicable laws and regulatory requirements;

•

compliance with certain anti-corruption and anti-bribery laws and export control laws;

•

title to assets of GFN and its subsidiaries;

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GFN’s SEC filings and financial statements;

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GFN’s internal controls and procedures;

•

the absence of certain undisclosed liabilities;

•

the absence of litigation or other legal proceedings, orders, claims or investigations;

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the absence of certain changes;

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material contracts and the absence of any defaults under material contracts;

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employee benefit matters;

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labor matters;

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environmental matters;

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tax matters, including filings of tax returns and payment of taxes;

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real property;

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GFN intellectual property and data privacy matters, including the absence of infringement of rights of others;

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insurance coverage;

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top customers and top suppliers;

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the inapplicability of any anti-takeover law to the Merger Agreement and the transactions contemplated by the Merger Agreement;

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parties entitled to financial advisory fees based on GFN’s arrangements;

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the inapplicability of a stockholder vote required to authorize or adopt the Merger Agreement or to consummate the transactions contemplated by the Merger Agreement; and

•

the accuracy of information supplied by GFN for inclusion in this Offer to Purchase, and the absence of material untrue statements or omissions in the Schedule 14D-9.

In the Merger Agreement, we and URNA have made customary representations and warranties to GFN with respect to, among other things:

•

the due organization, valid existence, good standing and qualification to do business of URNA and Merger Sub;

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the organizational documents of URNA and Merger Sub;

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Merger Sub’s capitalization;

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the corporate authority and power of URNA and Merger Sub to perform under the Merger Agreement and the binding nature of the Merger Agreement;

•

the absence of any conflict between the execution and delivery of and performance under the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, on the one hand, and the organizational or governing documents or certain agreements of URNA and Merger Sub or applicable laws, on the other hand;

•

the absence of litigation or other legal proceedings, orders, claims or investigations;

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the availability of funds sufficient to consummate the transactions contemplated by the Merger Agreement;

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parties entitled to financial advisory fees based on URNA’s and our arrangements; and

•

the accuracy of information supplied by URNA and Merger Sub for inclusion in the Schedule 14D-9, and the absence of material untrue statements or omissions in this Offer to Purchase.

None of the representations and warranties contained in the Merger Agreement survive the consummation of the Merger.

Conduct of Business of GFN

The Merger Agreement provides that, from and after the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement pursuant to its terms, unless URNA otherwise approves in writing, and except as otherwise expressly required by the Merger Agreement, required in order to comply with applicable law or required in order to comply with COVID-19 measures or deemed advisable by GFN, acting reasonably in connection with the termination or modification of COVID-19 measures, GFN will, and will cause each of its subsidiaries to, conduct its business in the ordinary course of business, in all material respects, and to the extent consistent with the foregoing, GFN will use and cause each of its subsidiaries to use their commercially reasonable efforts to maintain its and its subsidiaries’ relations and goodwill with governmental entities, customers, suppliers, distributors and employees.

In addition, without limiting the generality of the foregoing paragraph, from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, except as otherwise expressly required by the Merger Agreement, by any governmental entity, to comply with applicable law or the terms of any material contract binding on GFN or any of its subsidiaries in effect prior to the date of the Merger Agreement or as approved in writing by URNA (such approval not to be unreasonably conditioned, withheld or delayed) or as contemplated, required or permitted by the Merger Agreement, during the period from the date of the Merger Agreement until the Effective Time, unless URNA otherwise consents in writing (which consent may not be unreasonably withheld, delayed or conditioned), GFN will not and will cause its subsidiaries not to take certain actions, including the following:

•

adopt any change in its organizational documents;

•

merge or consolidate with any other person, except for any such transactions solely among wholly owned subsidiaries of GFN or transactions permitted by the following bullet point, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its properties, assets, operations or businesses;

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•

(A) acquire by merger or consolidation with, or (B) without the prior written consent of URNA (not to be unreasonably conditioned, withheld or delayed) purchase any, all or substantially all of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof;

•

transfer, sell, lease, license, divest, cancel, abandon, allow to lapse or expire or otherwise dispose of, or incur, permit or suffer to exist the creation of any encumbrance (other than certain permitted encumbrances) upon, any material properties or assets (tangible or intangible, including any intellectual property rights), product lines or businesses of GFN or any of its subsidiaries, including capital stock or other equity interests of any of its subsidiaries, except in connection with (A) sales of obsolete assets (not including intellectual property rights), (B) sales, leases, or other dispositions of inventory, rental fleet or other goods (not including intellectual property rights) in the ordinary course of business and (D) non-exclusive licenses of intellectual property rights entered into in the ordinary course of business;

•

issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber or otherwise enter into any contract or other agreement, understanding or arrangement with respect to the voting of, any shares of capital stock of GFN (including, for the avoidance of doubt, Shares) or capital stock or other equity interests of any of its subsidiaries, securities convertible or exchangeable into or exercisable for any such shares of capital stock or other equity interests, or any options, warrants or other rights of any kind to acquire any such shares of capital stock, other equity interests or such convertible or exchangeable securities (other than the issuance of shares of such capital stock, other equity securities, or convertible or exchangeable securities (A) by a wholly owned subsidiary of GFN to GFN or another wholly owned subsidiary of GFN, or (B) in respect of GFN Equity Awards outstanding as of the date of the Merger Agreement in accordance with their terms and the applicable GFN Stock Plans in effect at 5:00 p.m. (New York time) on April 15, 2021;

•

make any loans or advances of money to any person (other than GFN and any of its subsidiaries, except for advances to employees or offiers of GFN or any of its subsidiaries pursuant to any advancement obligations under GFN’s or any subsidiary’s organizational documents or indemnification agreement in effect on the date of the Merger Agreement) or for expenses incurred in the ordinary course of business;

•

declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or other equity interests (including with respect to GFN, for the avoidance of doubt, Shares), except for (A) dividends paid by any wholly owned subsidiary to GFN or to any other wholly owned subsidiary of GFN or (B) dividends required to be paid with respect to the Series B Preferred Stock or the Series C Preferred Stock pursuant to the Series B Certificate of Designation or the Series C Certificate of Designation, respectively;

•

reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, other equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or other equity interests (including with respect to GFN, for the avoidance of doubt, Shares), other than the withholding or use of Shares to satisfy the payment of the exercise price on the exercise of a GFN Option or withholding tax obligations upon the exercise, vesting or settlement of GFN Equity Awards outstanding as of the date of the Merger Agreement, in each case, in accordance with their terms and, as applicable, the stock plans as in effect at 5:00 p.m. (New York time) on April 15, 2021;

•

adopt or implement any stockholder rights plan or similar arrangement;

•

form any subsidiary or enter into any joint venture, partnership, limited liability corporation, strategic alliance or similar arrangement;

•

incur any indebtedness (including the issuance of any debt securities, warrants or other rights to acquire any debt security), except for (A) indebtedness in replacement of existing indebtedness for borrowed money on terms substantially consistent with or more favorable to GFN than the indebtedness being replaced, (B) indebtedness incurred pursuant to GFN’s existing credit facilities as in effect as of the date of the Merger Agreement, (C) indebtedness for capitalized leases (including

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finance or operating leases), or indebtedness in respect of the deferred and unpaid purchase price of property or equipment, in each case incurred in the ordinary course of business, provided that such indebtedness may not exceed $2,500,000 in the aggregate, (D) indebtedness incurred (1) by GFN that is owed to any wholly owned subsidiary or (2) by any wholly owned subsidiary that is owing to GFN or any other wholly owned subsidiary, or (E) guarantees of indebtedness of its wholly owned subsidiaries otherwise incurred in compliance with the terms of the Merger Agreement;

•

make or authorize any payment of, or accrual or commitment for, capital expenditures, except (A) those contemplated by GFN’s capital expenditure forecast for the relevant fiscal year, which capital expenditure forecast has been made available to URNA prior to the date of the Merger Agreement and (B) any unforecasted capital expenditure, with respect to this clause (B) in an amount not to exceed $5,000,000 in the aggregate;

•

enter into any contract that would have been a material contract had it been entered into prior to the Merger Agreement, other than contracts with customers or suppliers entered into in the ordinary course of business;

•

other than with respect to material contracts related to indebtedness, terminate, not renew (by exercising an applicable non-renewal right, or by not exercising an applicable renewal right), or in any material respect amend or otherwise modify or waive, or assign, convey, encumber or otherwise transfer, in whole or in part, rights or interest pursuant to or in, any material contract, other than expirations or non-renewals of any such contract in the ordinary course of business and in accordance with the terms of such contract with no further action by GFN or any of its subsidiaries, except for any ministerial actions;

•

cancel, modify or waive any debts or similar claims held by GFN or any of its subsidiaries having in each case a value in excess of $500,000 individually or $1,000,000 in the aggregate;

•

amend in any material respect any license necessary to conduct the businesses of GFN and each of its subsidiaries, or allow any such license to lapse, expire or terminate (except where the lapse, expiration or termination of any such license is with respect to a license that has become obsolete, redundant or no longer required by applicable law);

•

other than with respect to transaction litigation, any proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL or any tax claim, audit, assessment or dispute, settle or compromise any proceeding for an amount in excess of $500,000 in the aggregate, or which would reasonably be expected to (A) prevent, materially delay or materially impair the consummation of the transactions contemplated by the Merger Agreement, (B) have a materially negative impact on the operations and reputation of GFN and its subsidiaries or (C) involve any criminal liability, any admission of material wrongdoing or any material wrongful conduct by GFN or any of its subsidiaries;

•

make any changes with respect to accounting policies or procedures, except, in each case, as required by changes in GAAP;

•

make, change or revoke any material tax election, change an annual tax accounting period, adopt or change any material tax accounting method, file any material amended tax return, enter into any closing agreement with respect to material taxes, settle any material tax claim, audit, assessment or dispute, surrender any right to claim a material refund, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of any material tax, or take any action which would be reasonably expected to result in a material increase in the tax liability of GFN or its subsidiaries, or, in respect of any taxable period (or portion thereof) ending after the Closing Date, the tax liability of URNA or its affiliates;

•

except as required pursuant to the terms of any GFN benefit plan in effect as of the date of the Merger Agreement or as required by applicable law or the terms of the Merger Agreement:

•

increase in any manner the compensation or consulting fees, bonus or other benefits, severance or termination pay of any current or former director, officer, employee or other service provider;

•

become a party to, establish, adopt, amend, commence participation in or terminate any GFN benefit plan or any arrangement that would have been a GFN benefit plan had it been entered

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into prior to the date of the Merger Agreement (other than in connection with routine immaterial or ministerial amendments to health and welfare plans that do not materially increase benefits or result in a material increase in administrative costs);

•

grant any new awards, or amend or modify the terms of any outstanding awards (including, in each case, GFN Equity Awards), under any GFN benefit plan;

•

take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any GFN benefit plan;

•

change any actuarial or other assumptions used to calculate funding obligations with respect to any GFN benefit plan that is required by applicable law to be funded or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP;

•

forgive any loans or issue any loans to any current or former director, officer, employee or other service provider (other than routine travel advances issued in the ordinary course of business);

•

hire any employee or engage any independent contractor (who is a natural person) with total cash compensation (an annual salary or wage rate or consulting fees and target annual cash bonus opportunity) in excess of $175,000, or

•

terminate the employment of any employee other than for cause;

•

become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, labor organization, works council or similar organization; or

•

agree, authorize or commit to do any of the foregoing.

Acquisition Proposals

GFN has agreed that, at all times from the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement pursuant to its terms, neither GFN nor any of its subsidiaries nor any of its or their directors or executive officers will, and GFN will direct its and its subsidiaries’ other representatives acting on its or its subsidiary’s behalf not to and will not authorize any such representatives to:

•

initiate, solicit, propose an Acquisition Proposal (as defined below) or knowingly encourage or otherwise knowingly facilitate any action that constitutes or could lead to an Acquisition Proposal;

•

engage in, continue or otherwise participate in any discussions or negotiations relating to an Acquisition Proposal;

•

provide any non-public information or data concerning GFN or its subsidiaries or access to GFN or its subsidiaries’ properties, books and records to any person or group (as defined in Rule 13d-5 under the Exchange Act) in connection with any Acquisition Proposal or any action that would reasonably be expected to lead to an Acquisition Proposal;

•

take any action to exempt any third party from the restrictions on “business combinations” set forth in Section 203 of the DGCL (as such term is defined in Section 203 of the DGCL) or any other applicable takeover statute or otherwise cause such restrictions not to apply; or

•

agree, authorize or commit to do any of the foregoing.

However, prior to the Offer Acceptance Time, in response to a bona fide written Acquisition Proposal that did not result from a breach of the “Acquisition Proposals” or “Change of Recommendation” provisions of the Merger Agreement, GFN may request and receive additional information from, and engage and otherwise participate in discussions (but not negotiations) with, any such person or group, to the extent reasonably necessary for GFN and/or the GFN Board to confirm, clarify or otherwise understand the terms of the Acquisition Proposal and related facts regarding such person or group, and further may:

•

provide non-public information and data concerning GFN and its subsidiaries and access to GFN and its subsidiaries’ properties, books and records in response to requests by the person or group who

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made such Acquisition Proposal (including providing such information, data and access to the person or group’s potential financing sources, if any); provided that to the extent applicable, correct and complete copies of such information or data or such access have previously been made available to URNA, or are made available to URNA prior to or concurrently with the time such information and/or access is made available to such person or group, and prior to providing any such information or data or such access, GFN and the person or group making such Acquisition Proposal has entered into a confidentiality agreement with terms in the aggregate no less restrictive in any material respect to such person or group than the terms in the Confidentiality Agreement (as defined below) are to URNA (except that such confidentiality agreement need not contain a “standstill” provision, but must not include any restrictions that could reasonably be expected to restrain GFN from satisfying its obligations contemplated by the notice provisions within the “Acquisitions Proposal” provision of the Merger Agreement; provided, however, that if the person or group making such Acquisition Proposal is a competitor of GFN or URNA, GFN will not provide any competitively sensitive information to such person in connection with any actions permitted by this provisions of the Merger Agreement described in this paragraph other than in accordance with customary “clean room” or other similar procedures designed to manage the disclosure of competitively sensitive information; and

•

engage or otherwise participate in any discussions or negotiations with any such person or group regarding such Acquisition Proposal, if prior to taking any action described in this bullet point or the preceding bullet point, the GFN Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that such Acquisition Proposal either constitutes a Superior Proposal (as defined below) or is reasonably likely to result in a Superior Proposal.

For purposes of the Merger Agreement, “Acquisition Proposal” means any proposal, offer or indication of interest relating to a merger, joint venture, partnership, exclusive license, consolidation, dissolution, liquidation, tender offer, share exchange, recapitalization, reorganization, spin-off, plan of arrangement, business combination, direct or indirect acquisition or any other similar transaction (or series of related transactions), that if consummated would result in any person or group, directly or indirectly, becoming the beneficial owner of 15 percent or more of the: (a) total voting power of GFN or any of its subsidiaries; or (b) consolidated net revenues, net income or total assets of GFN and its subsidiaries, in each case of the foregoing clauses (a) and (b), as of the date of such proposal, offer, inquiry or indication of interest, other than any proposal, offer, inquiry or indication of interest made by or on behalf of URNA, Merger Sub or any of their subsidiaries or any acquisition by URNA, Merger Sub or any of their subsidiaries pursuant to the Merger Agreement.

For purposes of the Merger Agreement, “Superior Proposal” means a bona fide written Acquisition Proposal made after the date of the Merger Agreement, that if the transactions or series of related transactions contemplated thereby were consummated would result in a person or group (other than URNA, Merger Sub or any of their subsidiaries or any group of which URNA, Merger Sub or any of their subsidiaries is a member) becoming the beneficial owner of, directly or indirectly, at least 50 percent of the: (a) total voting power of the equity securities of GFN (or of the surviving entity in a merger involving GFN or the resulting, direct or indirect, parent of GFN or such surviving entity); or (b) consolidated net revenues, net income or total assets of GFN and its subsidiaries, in each case of the foregoing clauses (a) and (b), as of the date of such Acquisition Proposal that the GFN Board has determined in good faith, after consultation with outside legal counsel and its financial advisor that (i) if consummated, would result in a transaction more favorable to GFN’s stockholders from a financial point of view than the transactions contemplated by the Merger Agreement (after taking into account any revisions to the terms and conditions of the Merger Agreement proposed by URNA pursuant to the terms of the Merger Agreement and (ii) is reasonably likely to be consummated, taking into account any legal, financial, regulatory and financing aspects (including the existence of a financing contingency), and the likelihood and timing of consummation thereof.

GFN will promptly (but, in any event, within 24 hours) give notice to URNA if any Acquisition Proposal is received by GFN or any of its directors or officers from any person or persons, setting forth in such notice the name of such person or persons and the material terms and conditions of any such Acquisition Proposal (including, if applicable, correct and complete copies of any written Acquisition Proposals,

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including proposed agreements (or where no such copies are available, a reasonably detailed written description thereof)), and thereafter will keep URNA reasonably informed, on a current basis of the status of the foregoing.

Change of Recommendation

Except as discussed below, the GFN Board may not:

•

fail to include the GFN Recommendation in the Schedule 14D-9;

•

withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the GFN Recommendation in a manner adverse to URNA;

•

with respect to an Acquisition Proposal initiated through a tender or exchange offer pursuant to Rule 14d-2 under the Exchange Act, fail to recommend unequivocally against acceptance of such offer within 10 business days of commencement of such offer;

•

fail to publicly reaffirm the GFN Recommendation within 10 business days after receipt of any written request to do so from URNA (provided that URNA will not make such a request more than two times, other than in the event of any publicly announced Acquisition Proposal in respect of which URNA may make an additional request);

•

approve or recommend, or publicly declare advisable any Acquisition Proposal or approve or recommend or enter into, or publicly declare advisable or publicly propose to enter into, any agreement, letter of intent, memorandum of understanding, agreement in principle or any other similar agreement relating to any Acquisition Proposal, other than a confidentiality agreement in accordance with the terms described above (any such agreement, an “Alternative Acquisition Agreement”);

•

agree, authorize or commit to do any of the foregoing (it being understood that any revisions to any Acquisition Proposal or Alternative Acquisition Agreement will be deemed to be a new Acquisition Proposal or Alternative Acquisition Agreement, respectively, for purposes of the provisions described in this paragraph (any action described in this bullet point and the preceding bullet points, a “Change of Recommendation”); or

•

cause or permit GFN or any of its subsidiaries to enter into an Alternative Acquisition Agreement or agree, authorize or commit to do so.

However, prior to the Offer Acceptance Time, the GFN Board may:

•

effect a Change of Recommendation if: (a) a bona fide written Acquisition Proposal that did not result from a violation of the “Acquisition Proposals” or “Change of Recommendation” provisions of the Merger Agreement is received by GFN and has not been withdrawn, and (b) the GFN Board determines in good faith, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable law and, after consultation with its financial advisor, that such Acquisition Proposal constitutes a Superior Proposal; or (b) the GFN Board determines in good faith that an Intervening Event (as defined below) has occurred and, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would be inconsistent with the directors’ fiduciary duties under applicable law; and/or

•

cause GFN to terminate the Merger Agreement to enter into a definitive agreement with respect to a Superior Proposal that did not result from a violation of the “Acquisition Proposals” or “Change of Recommendation” provisions of the Merger Agreement;

provided, however, that no such actions described in the preceding bullet points may be taken unless and until:

•

GFN has given URNA written notice at least four business days in advance (the “Notice Period”), which notice must set forth in writing that the GFN Board intends to consider whether to take such action and a reasonably detailed description of the Superior Proposal or other cause for the Change of Recommendation, as applicable (including, with respect to a Superior Proposal, the name of such

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person or persons making such Superior Proposal and correct and complete copies of the definitive agreement for the Superior Proposal and the material ancillary agreements contemplated thereby);

•

during the Notice Period, to the extent requested by URNA, GFN negotiates, and causes its representatives to negotiate, in good faith with URNA, to the extent that URNA has notified GFN during the Notice Period that it wishes to do so and has made its representatives available during such Notice Period for such purposes, to allow URNA to make during such Notice Period proposals to revise the terms and conditions of the Merger Agreement so that, in the case of a Change of Recommendation contemplated in connection with an Acquisition Proposal, such Acquisition Proposal that constituted a Superior Proposal would no longer be a Superior Proposal, or, in the case of a Change of Recommendation in connection with an Intervening Event, failure to effect such Change of Recommendation would not be inconsistent with the directors’ fiduciary duties under applicable law; and

•

at or after the end of the Notice Period, the GFN Board has taken into account any revisions to the Merger Agreement offered by URNA in writing prior to the end of the Notice Period, and has thereafter determined in good faith, after consultation with outside legal counsel, that a failure to effect a Change of Recommendation would continue to be inconsistent with the directors’ fiduciary duties under applicable law and, if applicable, such Superior Proposal continues to constitute a Superior Proposal (it being understood that (a) any revisions to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of the “Notice of Acquisition Proposals” provisions of the Merger Agreement and the provisions of the Merger Agreement described in this paragraph, including for purposes of the Notice Period, except that subsequent to the initial Notice Period, the Notice Period will be reduced to three business days.

For purposes of the Merger Agreement, “Intervening Event” means any fact, change, effect, event or occurrence that (a) was not known or reasonably foreseeable by the GFN Board as of the date of the Merger Agreement or, if so known or reasonably foreseeable, the effects of which were not known or reasonably foreseeable by the GFN Board as of the date of the Merger Agreement, and (b) does not relate to:

•

the effect resulting from the public announcement or pendency of the Merger Agreement;

•

the receipt, existence or terms of an Acquisition Proposal; or

•

any change in the price or trading volume of the Shares or any other securities of GFN (except that the underlying causes of such changes may

constitute or be taken into account in determining whether there has been an Intervening Event).

Nothing set forth in the “Acquisition Proposals” or “Change of Recommendation” provisions of the Merger Agreement will prohibit GFN from (a) disclosing a position contemplated by Rule 14d-9, Rule 14e-2(a)(2) or (3), or Item 1012(a) of Regulation M-A under the Exchange Act, or (b) making any “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act and any such disclosures or communications will not constitute a Change of Recommendation.

Existing Discussions and Standstill Provisions

GFN has acknowledged and agreed that, as of the date of the Merger Agreement, it has ceased and caused to be terminated any activities, solicitations, discussions and negotiations with any person conducted prior to the date of the Merger Agreement with respect to an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal and promptly (but in any event within 24 hours of the execution and delivery of the Merger Agreement) (a) delivered a written notice to each such person providing only that GFN (i) is ending all activities, discussions and negotiations with such person with respect to an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal and (ii) is requesting the prompt return or destruction of all confidential information concerning GFN and any of its subsidiaries; and (b) if applicable, terminated any physical and electronic data or other diligence access previously granted to such persons.

From the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement pursuant to its terms, GFN will not terminate, amend or otherwise modify or waive

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any provision of any confidentiality, “standstill” or similar agreement to which GFN or any of its subsidiaries is a party and will enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, except that GFN will be permitted to terminate, amend or otherwise modify, waive or fail to enforce any provision of any such agreement if the GFN Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law.

Filings, Consents and Approvals

Subject to the terms and conditions set forth in the Merger Agreement, GFN and URNA have agreed to cooperate with each other and use (and cause their respective affiliates to use) their respective reasonable best efforts to (i) take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws to prepare and file as promptly as reasonably practicable and advisable all necessary notices, reports and other filings (including by filing as promptly as reasonably practicable and advisable following the date of the Merger Agreement, all notifications, filings, registrations, submissions and other materials required under the HSR Act or any other applicable antitrust laws and the Foreign Acquisitions and Takeovers Act 1975 of Australia (the “FATA”) and the Overseas Investment Act 2005 of New Zealand, as amended (the “NZ Act”) required in order to consummate the Offer or the Merger), and (iii) obtain all consents, registrations, approvals, permits and authorizations necessary to, or to submit all notices or filings triggered by, the Offer or the Merger and required by any applicable laws to continue to operate the business of GFN and its subsidiaries as conducted at the time of execution of the Merger Agreement.

Subject to applicable laws relating to the exchange of information, URNA will have the right to direct and control all matters with any governmental entity, except that GFN will have the right to participate in all such matters and to review in advance and, to the extent reasonably practicable, URNA will consult with GFN on and consider in good faith the views of GFN in connection with, all of the information relating to GFN and its subsidiaries that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the Offer or the Merger. Neither URNA nor GFN will permit any of its officers or any other representatives or agents to participate in any meeting with any governmental entity in respect of any filings, investigation or other inquiry relating to the transactions contemplated by the Merger Agreement unless it consults with the other party in advance and, to the extent permitted by such governmental entity, and consistent with usual practice, gives the other party the opportunity to attend and participate in such meeting. GFN and its subsidiaries will not agree to any actions, restrictions or conditions with respect to obtaining any consents, registrations, approvals, permits, expirations of waiting periods or authorizations in connection with the Offer or the Merger without the prior written consent of URNA.

Subject to the terms and conditions set forth in the Merger Agreement, GFN and URNA will cooperate and use (and cause their respective subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions reasonably necessary to obtain approvals or secure the expiration or termination of any applicable waiting period under the HSR Act or any other antitrust laws, the NZ Act or the FATA and to resolve any objections asserted with respect to the Offer, the Merger or the other transactions contemplated by the Merger Agreement under any applicable law raised by any governmental antitrust entity in order to prevent the entry of any order that would prevent or materially delay the consummation of the Offer or the Merger. Subject to the terms and conditions set forth in the Merger Agreement, at the written request of URNA, each of URNA and GFN will, on a one time basis, agree to stay, toll or extend the waiting period under the HSR Act with respect to the transactions contemplated by the Merger Agreement for up to thirty additional days or withdraw and as promptly as practicable thereafter refile its Notification and Report Form pursuant to the HSR Act in accordance with 16 C.F.R. § 803.12 and any other applicable laws if URNA determines that such agreement or withdrawal and refiling is reasonably expected to expedite the Closing.

Nothing in the Merger Agreement will require, or be construed to require, URNA or any of its affiliates to proffer to, or agree:

•

to, sell, divest, lease, license, transfer, dispose of or otherwise encumber;

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•

to hold separate and agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Time, any assets, licenses, operations, rights, product lines, businesses or interest therein of URNA, GFN or any of their respective affiliates (or to consent to any sale, divestiture, lease, license, transfer, disposition or other encumbrance by GFN of any of its assets, licenses, operations, rights, product lines, businesses or interest therein or to any agreement by GFN to take any of the foregoing actions); or

•

to agree to any material changes (including through a licensing arrangement) or restriction on, or other impairment of URNA’s or its affiliates’ ability to own or operate, any such assets, licenses, operations, rights, product lines, businesses or interests therein or URNA’s or its affiliates’ ability to vote, transfer, receive dividends or otherwise exercise full ownership rights with respect to the capital stock of GFN or the Surviving Corporation.

Employee Matters; Employee Benefits

URNA has agreed that each of the employees of GFN and its subsidiaries at the Effective Time who continue to remain employed with GFN or any of its subsidiaries as of such date (the “Continuing Employees”) will, following the Effective Time, receive compensation and benefits (including severance benefits) substantially comparable to those provided by URNA and its affiliates to similarly situated employees of URNA and its affiliates (excluding defined benefit pension plans and stock-based compensation); provided, that, to the extent any Continuing Employee is provided with compensation and benefits that are substantially the same as those provided to such Continuing Employee by GFN immediately prior to the Closing Date, such compensation and benefits will be deemed to satisfy the requirements of the “Employee Benefits” section of the Merger Agreement.

URNA will use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of URNA or its affiliates to be waived with respect to the Continuing Employees and their eligible dependents, except to the extent such pre-existing conditions or limitations and eligibility waiting periods would not have been satisfied or waived under the comparable GFN benefit plan immediately prior to the Effective Time, (ii) give each Continuing Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made and (iii) give each Continuing Employee service credit for such Continuing Employee’s employment with GFN and its subsidiaries for purposes of vesting, benefit accrual and eligibility to participate under each applicable benefit plan of URNA or any of its affiliates, as if such service had been performed with URNA, except for benefit accrual under defined benefit pension plans, for purposes of qualifying for subsidized early retirement benefits, to the extent it would result in a duplication of benefits or to the extent that such service was not recognized under the comparable GFN benefit plan immediately prior to the Effective Time.

Prior to the Effective Time, if requested by URNA in writing at least 10 business days prior to the Effective Time, to the extent permitted by applicable law and the terms of the applicable plan or arrangement, GFN will cause the GFN 401(k) plans to be terminated effective immediately prior to the Effective Time. In the event that URNA requests that the GFN 401(k) plans be so terminated, GFN will, prior to the Effective Time, provide URNA with evidence that such GFN 401(k) plan has been terminated (the form and substance of which will be subject to reasonable review and comment by URNA, not later than the day immediately preceding the Effective Time).

Prior to making any written or oral communications to the directors, officers or employees of GFN or its subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by the Merger Agreement, GFN will provide URNA with a copy of the intended communication, URNA will have a reasonable period of time to review and comment on the communication, and GFN will consider any such comments in good faith.

Between the date of the Merger Agreement and the Closing Date, with prior notice to and consultation with GFN, URNA may (or may cause its subsidiaries to) seek to enter into new employment or similar agreements with certain employees of GFN (contingent on the occurrence of the Closing), including agreements with non-competition and non-solicitation provisions, to the extent such covenants are

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enforceable pursuant to their terms and applicable law. GFN will use its reasonable best efforts to cooperate to facilitate URNA’s (or its subsidiaries’) efforts to seek such agreements, including providing reasonable access to employees of GFN.

Indemnification of Officers and Directors

From and after the Effective Time, to the fullest extent that GFN would have been permitted under applicable law and GFN’s organizational documents in effect as of the date of the Merger Agreement, URNA and the Surviving Corporation will, subject to the terms set forth in the Merger Agreement, jointly and severally, indemnify, defend and hold harmless each person who is, or was before the Effective Time, a director or officer of GFN or any of its subsidiaries (the “Indemnified Parties”) against all costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time.

At or prior to the Effective Time, GFN will purchase six-year prepaid “tail” policies for the extension of GFN’s existing directors’ and officers’ liability insurance and fiduciary liability insurance policies with terms, conditions, retentions and limits of liability that are substantially identical to GFN’s existing policies, in each case for a claims reporting or discovery period of the six-year “tail” period with respect to any claim related to matters existing or occurring at or prior to the Effective Time, except that the aggregate annual premium amount for such insurance policies may not exceed an agreed cap on the aggregate annual premiums for such policies (the “Premium Ceiling”), and if such premiums for such “tail” policies would exceed the Premium Ceiling, then GFN will purchase policies that provide the greatest coverage available at an annual premium not exceeding the Premium Ceiling.

All rights to indemnification, advancement of expenses and exculpation by GFN existing in favor of the Indemnified Parties for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of GFN (as in effect as of the date of the Merger Agreement) and as provided in the indemnification agreements between GFN and said Indemnified Parties in the forms made available by GFN to URNA or URNA’s representatives, will survive the consummation of the Offer and the Merger and will not be amended, repealed or otherwise modified in any manner that would be less favorable in any material respect to such Indemnified Parties than such rights existing prior to the Effective Time, and will be observed by URNA, the Surviving Corporation and their successors and assigns to the fullest extent available under applicable law for a period of six years from the Effective Time.

If URNA or the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other person and is not the continuing or surviving person of such consolidation or merger or transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions will be made so that the successors and assigns of URNA or the Surviving Corporation will assume all the obligations described above.

Takeover Laws

If any takeover statute is, becomes or is deemed applicable to the transactions contemplated by the Merger Agreement, GFN and the GFN Board will grant such approvals and take such actions as are reasonably necessary and advisable so that such transactions may be consummated as promptly as practicable on the terms contemplated by the Merger Agreement and otherwise act to eliminate or minimize the effects of any such takeover statutes.

Rule 14d-10(d) Matters

Prior to the Offer Acceptance Time, the compensation committee of the GFN Board will cause each employment compensation, severance or other employee benefit arrangement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of GFN to be approved by the compensation committee of the GFN Board (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of

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Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

Financing Cooperation

Neither the consummation of the Offer nor the consummation of the Merger is conditioned upon URI’s or URNA’s receipt of financing.

GFN has agreed to provide to URNA, and will use its reasonable best efforts to cause representatives of GFN to provide to URNA, any cooperation reasonably requested by URNA in connection with the arrangement by URNA or any of its subsidiaries of any debt financing prior to the Closing Date, as long as such requested cooperation does not unreasonably interfere with the ongoing business or operations of GFN. This obligations includes assistance that URNA may reasonably request in order to evaluate the assets of GFN for the purpose of establishing collateral arrangements as of the Closing under URNA’s existing debt facilities, , arranging for customary pay-off, satisfaction, discharge and termination at the Closing of GFN’s existing indebtedness and the release of all encumbrances relating to such indebtedness on the properties and assets of GFN, facilitating the execution and delivery by URNA at the Closing of definitive documents related to any debt financing, including the pledging of collateral to URNA’s financing sources at the Closing and assisting URNA in the satisfaction of conditions precedent or any other obligations set forth in any debt financing to the extent the satisfaction of such conditions or obligations requires the cooperation of or is within the control of GFN.

Redemption of GFN Preferred Stock

Each Preferred Share issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding Preferred Share of the Surviving Corporation, having the same terms and conditions as of immediately prior to the Effective Time, and will not be affected by the Merger. Prior to the Effective Time, GFN will use its reasonable best efforts to, and will use its reasonable best efforts to cause its transfer agent to, cooperate with URNA and take all actions reasonably necessary or advisable to enable URNA and Merger Sub to provide written notices of redemption to each holder of Preferred Shares, immediately following the Effective Time and on the Closing Date, to redeem all outstanding Preferred Shares in accordance with their terms (the “Preferred Stock Redemptions”), including by providing to URNA and Merger Sub, as promptly as reasonably practicable, all documents, certificates and other information as reasonably requested by URNA and Merger Sub to consummate the Preferred Stock Redemptions as promptly as practicable following the Closing Date in accordance with the “Redemption of Company Preferred Stock” section of the Merger Agreement.

Delisting and Deregistration

Prior to the Effective Time, GFN will cooperate with URNA and use commercially reasonable efforts to take all actions necessary or advisable on its part under applicable law, including the rules and policies of the NASDAQ, to enable (i) the delisting by the Surviving Corporation of Shares and the unsecured senior notes of GFN in an aggregate principal amount of $69,000,000, bearing interest at the rate of 7.875% per annum with a maturity date of July 31, 2025 (the “Senior Notes”) from the NASDAQ and the deregistration of the Shares and Senior Notes under the Exchange Act within 10 days of the Effective Time and (ii) the delisting by the Surviving Corporation of Series C Preferred Stock and the deregistration of the Series C Preferred Stock in connection with the redemption of the Series C Preferred Stock in accordance with the Merger Agreement. URNA will use commercially reasonable efforts to (i) assist in enabling GFN or NASDAQ to be in a position to promptly file and cause the Surviving Corporation or NASDAQ to file with the SEC a Form 25 on the Closing Date and (ii) cause the Surviving Corporation to file a Form 15 on the first business day that is at least 10 days after the date the Form 25 is filed (such period between the Form 25 and the Form 15 filing dates, the “Delisting Period”). Upon URNA’s determination that the Surviving Corporation may be required to file any quarterly or annual reports pursuant to the Exchange Act during the Delisting Period, GFN will deliver to URNA at least five business days prior to the Effective Time a draft of any such reports required to be filed during the Delisting Period.

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Other Covenants

The Merger Agreement contains other customary covenants, including covenants relating to third-party consents, information and access, publicity, transaction litigation, matters with respect to Section 16 of the Exchange Act and the rules and regulations thereunder, the obtaining of pay-off letters and lien releases and approval of the Merger Agreement by URNA as sole stockholder of Merger Sub.

Termination of the Merger Agreement

The Merger Agreement may be terminated and the transactions contemplated by the Merger Agreement may be abandoned at any time prior to the Offer Acceptance Time, by the mutual written consent of the parties.

The Merger Agreement may be terminated and the transactions contemplated by the Merger Agreement may be abandoned by either GFN or URNA:

•

at any time prior to the Effective Time, if the Offer Acceptance Time has not occurred on or prior to the End Date; provided that, at any time during the period beginning on the 120th day following the date of the Merger Agreement (August 13, 2021) and prior to the 150th day following the date of the Merger Agreement (September 12, 2021), either GFN or URNA may extend the End Date to the 180th day following the date of the Merger Agreement (October 12, 2021) by written notice to the other party in the event that any of the Regulatory Approval Conditions have not been satisfied, but all other Offer Conditions have been satisfied or are capable of being satisfied at such time; provided further, that neither party will be permitted so to terminate if it has breached in any material respect any representation, warranty, covenant or agreement set forth in the Merger Agreement and such breach has caused the occurrence of the failure of an Offer Condition to be satisfied on or prior to the End Date;

•

at any time prior to the Effective Time, if any governmental entity has issued, promulgated, enforced or entered any legal requirement that makes unlawful or prevents the consummation of the transactions contemplated by the Merger Agreement and such legal requirement has become final and non-appealable; provided, that neither party will be permitted so to terminate if it has breached in any material respect any representation, warranty, covenant or agreement set forth in the Merger Agreement and such breach has caused the occurrence of the failure of an Offer Condition to be satisfied; or

•

if the Offer has been withdrawn or terminated in accordance with the terms of the Merger Agreement without the acceptance for payment of Shares pursuant to the Offer; provided, that the right to terminate the Merger Agreement and abandon the transactions contemplated by the Merger Agreement pursuant to this bullet point will not be available to GFN or URNA if it has breached in any material respect any representation, warranty, covenant or agreement set forth in the Merger Agreement and such breach caused the events specified in this bullet point.

The Merger Agreement may be terminated and the transactions contemplated by the Merger Agreement may be abandoned by GFN:

•

at any time prior to the Offer Acceptance Time, if there has been a breach of any representation, warranty, covenant or agreement made by URNA or Merger Sub set forth in the Merger Agreement, or if any representation or warranty of URNA or Merger Sub has become untrue or incorrect following the date of the Merger Agreement, in either case such that an Offer Condition would not be satisfied (and such breach or failure to be true and correct is not curable prior to the End Date, or if curable prior to the End Date, has not been cured within the fewer of 30 days after the giving of written notice of such breach or failure by GFN to URNA and Merger Sub and the number of days remaining until the End Date); provided that GFN will not be permitted so to terminate if it or Merger Sub has breached in any material respect any representation, warranty, covenant or agreement set forth in the Merger Agreement and such breach would give rise to a failure of an Offer Condition to be satisfied; or

•

at any time prior to the Offer Acceptance Time, in order for (i) the GFN Board to cause or permit GFN or any of GFN’s subsidiaries to enter into an Alternative Acquisition Agreement with respect

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to a Superior Proposal that did not result from a violation of the “Acquisition Proposals; Change of Recommendation” section of the Merger Agreement and/or (ii) GFN to enter into or cause one of its subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal that did not result from a violation of the “Acquisition Proposals; Change of Recommendation” section of the Merger Agreement; provided, that the right to terminate the Merger Agreement described in this bullet point will not be available to GFN if it has breached in any material respect its obligations under the “No Change of Recommendation or Alternative Acquisition Agreement” section of the Merger Agreement with respect to such Superior Proposal.

The Merger Agreement may be terminated and the transactions contemplated by the Merger Agreement may be abandoned by URNA:

•

at any time prior to the Offer Acceptance Time, if there has been a breach of any representation, warranty, covenant or agreement made by GFN set forth in the Merger Agreement, or if any representation or warranty of GFN has become untrue or incorrect following the date of the Merger Agreement, which breach or failure to be true and correct would give rise to the failure of the Offer Conditions regarding accuracy of the representations and warranties or performance of the obligations of GFN (and such breach or failure to be true and correct is not curable prior to the End Date, or if curable prior to the End Date, has not been cured within the fewer of 30 days after the giving of written notice of such breach or failure by URNA to GFN and the number of days remaining until the End Date); provided that URNA will not be permitted so to terminate if it has breached in any material respect any representation, warranty, covenant or agreement set forth in the Merger Agreement and such breach would give rise to a failure of an Offer Condition to be satisfied; or

•

at any time prior to the Offer Acceptance Time, if (i) the GFN Board has effected a Change of Recommendation, or (ii) the GFN Board has caused or permitted GFN or any of its subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal or GFN enters into or causes any of its subsidiaries to enter into such an Alternative Acquisition Agreement.

Effects of Termination

In the event GFN or URNA intends to terminate the Merger Agreement, GFN or URNA, as applicable, will give written notice to the other party specifying the provision of the Merger Agreement pursuant to which such termination and abandonment is intended to be effected.

In the event the Merger Agreement is terminated in accordance with its terms, the Merger Agreement will become void and of no effect with no liability to any person on the part of any party (or any of its affiliates or its or their respective representatives); provided, however, that no such termination will relieve any party of any liability or damages to any other party (i) resulting from any fraud or willful breach of the Merger Agreement or (ii) in connection with the payment of the Termination Fee.

Termination Fees

A “Termination Fee” of $22,000,000 will be payable by GFN to URNA under the circumstances described below.

If the Merger Agreement is terminated by either GFN or URNA due to (i) the passing of the End Date or (ii) the withdrawal or termination of the Offer in accordance with the terms of the Merger Agreement without the acceptance for payment of Shares pursuant to the Offer (but, in each case of clauses (i) and (ii), only if at such time URNA has complied with its obligations under the Merger Agreement in all material respects such that URNA would not be prohibited from terminating the Merger Agreement pursuant to the terms of the Merger Agreement), and at the time of such termination described in clauses (i) and (ii), the Minimum Condition has not been satisfied and the Offer Condition regarding no legal prohibition and the Regulatory Approval Conditions are satisfied, or (iii) by URNA due to a GFN breach, and in any such case (i), (ii) or (iii), (a) a bona fide Acquisition Proposal was publicly disclosed or a person publicly announced an intention to make an Acquisition Proposal (and such Acquisition Proposal or announced intention was not publicly withdrawn prior to the date of termination and (b) within 12 months after any such termination and abandonment, (i) GFN or any of its subsidiaries enters into a definitive Alternative Acquisition Agreement, and such Acquisition Proposal is subsequently consummated, (ii) the GFN Board approves or

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recommends to GFN’s stockholders any Acquisition Proposal, and subsequently consummates such Acquisition Proposal or (iii) any Acquisition Proposal is consummated (with “50 percent” being substituted in lieu of “15 percent” in each instance thereof in the definition of “Alternative Acquisition Agreement”), then GFN will pay or cause to be paid to URNA the Termination Fee by wire transfer of immediately available funds upon the consummation of the applicable Acquisition Proposal.

If the Merger Agreement is terminated (i) by GFN to enter into a definitive agreement with respect to a Superior Proposal, then GFN will pay or cause to be paid to URNA the Termination Fee by wire transfer of immediately available funds concurrently with such termination; or (ii) by URNA due to a Change of Recommendation, then GFN will pay or cause to be paid to URNA the Termination Fee by wire transfer of immediately available funds within two business days following the date of such termination, respectively.

If the Termination Fee becomes payable and GFN pays the Termination Fee to URNA in accordance with the Merger Agreement, URNA’s receipt of the Termination Fee will be URNA’s sole and exclusive remedy for monetary damages or other relief (including specific performance) pursuant to the Merger Agreement; provided, that such payment will not relieve GFN of any liability or damages that result or arise out of any fraud or willful breach of the Merger Agreement.

Specific Performance

The parties are entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement in the courts described therein, this being (subject to the provisions relating to the payment of the Termination Fee) in addition to any other available remedies a party may have in equity or at law.

Fees and Expenses

Whether or not the transactions contemplated by the Merger Agreement are consummated, all costs, fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such cost, fee or expense, except as otherwise provided in the Merger Agreement.

Governing Law

The Merger Agreement is governed by Delaware law.

Confidentiality Agreement

The following summary description of the Confidentiality Agreement is qualified in its entirety by reference to such Confidentiality Agreement, which has been filed as Exhibit (d)(3) to the Schedule TO, which you may examine and copy as set forth in Section 8 — “Certain Information Concerning Merger Sub, URNA and URI” above.

URI and GFN entered into a confidentiality agreement dated as of March 1, 2019 (the “Confidentiality Agreement”). Under the terms of the Confidentiality Agreement, URI and GFN agreed that, subject to certain exceptions, certain non-public and/or confidential information each may make available to the other in connection with discussions concerning a possible transaction between the parties will not be disclosed or used for any other purpose. The Confidentiality Agreement also includes a standstill provision with a term of three years that is subject to certain exceptions.

Tender and Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, on April 15, 2021, the Supporting Stockholders, in their respective capacities as stockholders of GFN, who collectively owned approximately 38.5% of the outstanding Shares as of April 15, 2021, have entered into the Tender and Support Agreement with URNA and us. Pursuant to the Tender and Support Agreement, the Supporting Stockholders have agreed, subject to the terms and conditions set forth therein, among other things, to tender all of their respective Shares in connection with the Offer.

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At any annual or special meeting of the stockholders of GFN, and at any adjournment or postponement thereof, or in connection with any action proposed to be taken by written consent of the stockholders of GFN, the Supporting Stockholders agreed to (or agreed to cause the applicable holder of record to) irrevocably and unconditionally be present (in person or by proxy) and vote, or exercise its right to consent with respect to, all Shares held by such Supporting Stockholders (to the extent that any such Supporting Stockholder’s Shares are not purchased in the Offer and provided that the Offer price has not been decreased): (a) in favor of the adoption of the Merger Agreement and the approval of the Merger and any action in furtherance of the foregoing and (b) against (i) any “Alternative Proposal” (as defined in the Merger Agreement), (ii) any proposal or action that would reasonably be expected to prevent, interfere with, impede, frustrate, delay, postpone or adversely affect the consummation of the Merger, (iii) any proposal or action that would (or would be reasonably expected to) directly result in a breach of the any covenant, representation or warranty or any other obligation or agreement of GFN contained in the Merger Agreement, or of the Supporting Stockholder contained in the Tender and Support Agreement, in either case that would result in any condition to the Offer being unsatisfied at the “Expiration Time” (as defined in the Merger Agreement), and (iv) any amendment to GFN’s certificate of incorporation or bylaws.

The Tender and Support Agreement terminates upon the earliest of (i) the termination of the Merger Agreement, (ii) a Change of Recommendation by the GFN Board, (iii) the Effective Time, (iv) any modification to any provision of the Merger Agreement that reduces the amount or changes the form of the Offer Price or Merger Consideration as in effect on the date of the Tender and Support Agreement and (v) the mutual written consent of each of URNA and the stockholders party thereto.

This description of the Tender and Support Agreement is qualified in its entirety by reference to the Tender and Support Agreement, which we have filed as Exhibit (d)(2) to the Schedule TO.

Non-Competition Agreement

As a condition and inducement to URNA entering into the Merger Agreement, Ronald Valenta (the “Non-Compete Person”), the chairman of the GFN Board, in his capacity as a stockholder of GFN, entered into a confidentiality, non-competition and non-solicitation agreement with URNA and URI (the “Non-Competition Agreement”). The Non-Competition Agreement is contingent upon and effective as of the Closing.

This description of the Non-Competition Agreement is qualified in its entirety by reference to the Form of Non-Competition Agreement, which we have filed as Exhibit (d)(7) to the Schedule TO.

Employee Agreements

As a condition and inducement to URNA entering into the Merger Agreement, certain GFN executive officers and management personnel (“Key Employees”) entered into an “at-will” employment arrangement with URNA, the Surviving Corporation or a subsidiary of URNA (collectively, the “Key Employee Agreements”) and a side letter (the “Key Employee Side Letters”). The Key Employee Agreements and Key Employee Side Letters are contingent upon and effective as of the Closing.

This description of the Key Employee Agreements is qualified in its entirety by reference to the Form of Key Employee Agreement, which we have filed as Exhibit (d)(4) to the Schedule TO, and the description of the Key Employee Side Letters is qualified in its entirety by reference to the Form of Key Employee Side Letter, which we have filed as Exhibit (d)(5) to the Schedule TO.

Transaction Bonuses

In connection with the execution of the Merger Agreement, GFN has granted retention bonuses (“Retention Bonuses”) to certain of its employees, including its named executive officers, pursuant to retention bonus letters (the “Retention Bonus Letters”), which provide for payments to each such employee contingent on that employee’s continued employment with GFN through the consummation of the Merger and the execution and non-revocation of a release. The Retention Bonus amounts for the foregoing individuals are further described in the Schedule 14D-9 that is being filed with the SEC.

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This description of the Retention Bonus Letters is qualified in its entirety by reference to the Form of Retention Bonus Letter, which we have filed as Exhibit (d)(6) to the Schedule TO.

12.

Purpose of the Offer; Plans for GFN.

Purpose of the Offer

We are making the Offer pursuant to the Merger Agreement in order to acquire control of, and ultimately following the Merger, the entire equity interest in, GFN while allowing GFN’s stockholders an opportunity to receive the Offer Price promptly by tendering their Shares pursuant to the Offer. The Merger will be governed by Section 251(h) of the DGCL. Accordingly, URNA, we and GFN have agreed to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the Offer Acceptance Time without a meeting of the stockholders of GFN in accordance with Section 251(h) of the DGCL, subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement.

Holders of Shares who tender their Shares pursuant to the Offer will cease to have any equity interest in GFN and will no longer participate in the future growth of GFN. If the Merger is consummated, the current holders of Shares will no longer have an equity interest in GFN and instead will only have the right to receive an amount in cash equal to the Offer Price or, to the extent that holders of Shares are entitled to and have properly demanded appraisal in connection with the Merger, the amounts to which such holders of Shares are entitled in accordance with the DGCL.

Plans for GFN

The Merger Agreement provides that, following the Offer Acceptance Time and subject to the conditions set forth in the Merger Agreement, we will be merged with and into GFN and that, at the Effective Time until thereafter amended, (i) the certificate of incorporation of the Surviving Corporation will be amended and restated in its entirety to take the form of our certificate of incorporation in effect immediately prior to the Effective Time, except that references to our name will be replaced with references to the Surviving Corporation’s name and any references to our sole incorporator will be removed and (ii) the parties will take all actions necessary so that our bylaws in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation, except that references to our name will be replaced with references to the Surviving Corporation’s name. See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Certificate of Incorporation; Bylaws.”

The parties will take all actions necessary so that our directors immediately prior to the Effective Time will, from and after the Effective Time, be the directors of the Surviving Corporation and the officers of GFN immediately prior to the Effective Time will from and after the Effective Time be the officers of the Surviving Corporation, each to hold office until his or her or their successor has been duly elected or appointed and qualified or until his or her or their earlier death, resignation or removal pursuant to the certificate of incorporation and bylaws of the Surviving Corporation and/or applicable law. See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Changes of Directors and Officers in Connection with the Offer and the Merger.” Following the consummation of the Merger, we intend to cause GFN to be delisted from NASDAQ and deregistered under the Exchange Act. See Section 13 — “Certain Effects of the Offer.”

Immediately following the consummation of the Preferred Stock Redemptions, URI will take steps to merge GFN and certain of its subsidiaries into URNA, with URNA continuing as the surviving corporation in these mergers (the “Post-Closing Restructuring”). Except as otherwise disclosed in this Offer to Purchase, we do not have any present plans or proposals, and have engaged in no negotiations, that relate to or would result in any (i) purchase, sale or transfer of a material amount of assets of GFN or any of its subsidiaries, (ii) material change in GFN’s present dividend rate or policy, indebtedness or capitalization or (iii) change in the present board of directors or management of GFN. We will continue to evaluate and review GFN and its business, assets, corporate structure, capitalization, operations, properties, policies, management and personnel with a view to determining how to optimally realize any potential benefits which arise from the relationship of the operations of GFN with those of other business units of United Rentals. Such evaluation and review is ongoing and is not expected to be completed until after the

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consummation of the Offer and the Merger. If, as and to the extent that United Rentals acquires control of GFN, United Rentals will complete such evaluation and review of GFN and will determine what, if any, changes would be desirable in light of the circumstances. In addition to the Post-Closing Restructuring, such changes could include, among other things, consolidating and streamlining certain operations and reorganizing other businesses and operations. We intend to work with GFN’s management as part of a comprehensive review of GFN’s business, operations, capitalization and management with a view to optimizing development of GFN’s potential.

13.

Certain Effects of the Offer.

Market for Shares. If the Offer is successful, there will be no market for the Shares because, subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, we, URNA and GFN intend to consummate the Merger as soon as practicable following the Offer Acceptance Time.

NASDAQ Listing. The Shares are currently listed on NASDAQ. Immediately following the consummation of the Merger (which is expected to occur as soon as practicable following the Offer Acceptance Time), the Shares will no longer meet the requirements for continued listing on NASDAQ because URNA will be the only stockholder. NASDAQ requires, among other things, that any listed shares of common stock have at least 400 total stockholders. Immediately following the consummation of the Merger, we intend, and will cause GFN, to delist the Shares from NASDAQ.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. As a result, GFN currently files periodic reports on account of the Shares. Subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, we, URNA and GFN will consummate the Merger as soon as practicable following the consummation of the Offer, following which the Shares will no longer be publicly owned. Following the consummation of the Merger, we intend to take steps to cause the termination of the registration of Shares under the Exchange Act as promptly as practicable and expect to take steps to cause the suspension of all of GFN’s reporting obligations under the Exchange Act. Pursuant to the rules of the SEC and the views expressed by the SEC staff, GFN may terminate its Exchange Act registration and suspend its reporting obligations on account of the Shares if (i) the outstanding Shares are not listed on a national securities exchange, (ii) there are fewer than 300 holders of record of Shares and (iii) GFN is not otherwise required to furnish or file reports under the Exchange Act.

Margin Regulations. The Shares are currently “margin securities” under the regulations of the Federal Reserve Board, which has the effect, among other things, of allowing brokers to extend credit using the Shares as collateral. Following the Offer (and prior to the Effective Time), the Shares may no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board, in which event the Shares would be ineligible as collateral for margin loans made by brokers.

14.

Dividends and Distributions.

As described in Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Conduct of Business of GFN,” the Merger Agreement provides that, from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement pursuant to its terms, except as otherwise (i) expressly required by the Merger Agreement, by any government entity or to comply with applicable law or the terms of any material contract binding on GFN or any of its subsidiaries in effect prior to the date of the Merger Agreement or (ii) approved in writing by URNA (which approval will not be unreasonably conditioned, withheld or delayed), GFN will not, and will cause its subsidiaries not to, declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or other equity interests, except for (i) dividends paid by any wholly owned subsidiary to GFN or to any other wholly owned subsidiary of GFN and (ii) dividends required to be paid with respect to the issued and outstanding Preferred Shares according to their terms.

15.

Conditions to the Offer.

The Offer is not subject to any financing condition. Notwithstanding any other provisions of the Offer or the Merger Agreement, we will not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the

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acceptance for payment of or (subject to any such rules and regulations) the payment for, any tendered Shares and, to the extent permitted by the Merger Agreement, may terminate the Offer at any scheduled Expiration Time (subject to any required extensions of the Offer pursuant to the Merger Agreement) if:

•

the Minimum Condition has not been satisfied;

•

the representations and warranties of GFN (i) set forth in Section 4.02(a) (Capitalization) of the Merger Agreement are not true and correct in all respects as of the date of this Agreement and as of the Expiration Time with the same effect as if made as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except for de minimis inaccuracies, (ii) set forth in Section 4.01(a) (Organization, Good Standing and Qualification), Section 4.01(a) (Capital Structure) (other than clause (a)), Section 4.02(a) (Corporate Authority; Approval and Fairness), Section 4.04(b)(i)(x) (No Violations) and Section 4.22 (Brokers and Finders) of the Merger Agreement are not true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) in all material respects as of the date of the Merger Agreement and as of the Expiration Time with the same effect as if made as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); and (iii) set forth in the Merger Agreement (other than those referred to in “(i)” or “(ii)” above) are not true and correct (disregarding all qualifications or limitations as to “materiality,” “Material Adverse Effect” and words of similar import set forth therein) as of the Expiration Time as if made as of the date of the Merger Agreement and as of the Expiration Time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (the “Representation Bringdown Condition”);

•

GFN has not complied with or performed in all material respects all obligations required to be performed by it under the Merger Agreement prior to the Expiration Time and such failure to comply has not been cured by the Expiration Time (the “Covenant Condition”);

•

URNA has not received a certificate signed on behalf of GFN by an executive officer of GFN certifying as to the satisfaction of the Representation Bringdown Condition and Covenant Condition;

•

since the date of the Merger Agreement, there has occurred any event, change, development, circumstance, fact or effect that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Material Adverse Effect;

•

the Non-Competition Agreement is not in full force and effect, or the Non-Compete Person has revoked or rescinded the same;

•

the Key Employee Agreements and Key Employee Side Letters are not in full force and effect, or any Key Employee has notified URNA, GFN or any subsidiary of URNA or GFN of such person’s intention of not accepting or leaving the employ of URNA, GFN or a subsidiary of GFN or URNA in connection with the transactions contemplated by the Merger Agreement or attempted to revoke or rescind any such applicable Key Employee Agreement;

•

the Regulatory Approval Conditions have not been satisfied;

•

any law issued or enacted by any governmental entity is in effect and makes unlawful or prevents the consummation of the Offer or the Merger; or

•

the Merger Agreement is terminated in accordance with its terms.

The foregoing conditions (the “Offer Conditions”) are for the sole benefit of URNA and Merger Sub and (except for the Minimum Condition) may be waived by URNA and Merger Sub, in whole or in part at any time and from time to time, in the sole discretion of URNA and Merger Sub. The failure by URNA or Merger Sub at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time and from time to time.

16.

Adjustments to Prevent Dilution.

In the event that, notwithstanding GFN’s covenant to the contrary (See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Conduct of Business of GFN”), between the

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date of the Merger Agreement and the Effective Time, GFN changes the number of outstanding Shares by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Offer Price and the Merger Consideration will be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

17.

Certain Legal Matters; Regulatory Approvals.

General

Except as described in this Section 17, we are not aware of any pending legal proceeding relating to the Offer. Except as described in this Section 17, based on our, URNA’s and URI’s review of publicly available filings by GFN with the SEC and other information regarding GFN, we are not aware of any governmental license or regulatory permit that appears to be material to GFN’s business that might be adversely affected by our acquisition of Shares as contemplated in this Offer to Purchase or of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by us as contemplated in this Offer to Purchase.

Litigation

None.

State Takeover Statutes

Section 203 of the DGCL restricts an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of the corporation’s outstanding voting stock) from engaging in a “business combination” (defined to include mergers and certain other actions) with certain Delaware corporations for a period of three years following the time such person became an interested stockholder. These restrictions will not be applicable to us or URNA because the GFN Board has approved the Offer, the Merger, the Merger Agreement and the other transactions contemplated thereby, including for purposes of Section 203.

A number of other states have adopted takeover laws and regulations that purport, to varying degrees, to be applicable to attempts to acquire securities of corporations that are incorporated in such states or that have substantial assets, stockholders, principal executive offices or principal places of business therein. To the extent that certain provisions of certain of these state takeover statutes purport to apply to the Offer or the Merger, we believe there are reasonable bases for contesting such laws. In Edgar v. MITE Corp., the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation was incorporated in, and had a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that certain Oklahoma takeover statutes were unconstitutional insofar as they applied to corporations incorporated outside Oklahoma because they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds, a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit.

We are not aware of any other state takeover laws or regulations that are applicable to the Offer or the Merger and have not attempted to comply with any other state takeover laws or regulations. If any government official or third party should seek to apply any such state takeover law to the Offer or the Merger or any of the other transactions contemplated by the Merger Agreement, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes are applicable to the Offer or the Merger and an appropriate court does not determine that it is or they are inapplicable or invalid as applied to the Offer or the Merger, we might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we might be unable to accept

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for payment or pay for Shares tendered pursuant to the Offer, or might be delayed in continuing or consummating the Offer or the Merger. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See Section 15 — “Conditions to the Offer.”

U.S. Antitrust Compliance

Under the HSR Act, certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the Federal Trade Commission (“FTC”) in Notification and Report Forms provided by the acquiring and acquired persons, and certain waiting period requirements have been satisfied. The initial waiting period for a cash tender offer is 15 days, but this period may generally be shortened if the reviewing agency grants “early termination” (“ET”). As of February 4, 2021, however, the reviewing agencies have temporarily suspended granting ET, but they may reinstate it at any point. The initial waiting period may also be restarted if the acquiring person voluntarily withdraws and re-files its Notification and Report Form (a “pull-and-refile”), and/or it may be extended if the reviewing agency issues a request for additional information and documentary material, in which case the waiting period expires 10 days after the date when the acquiring person has substantially complied with such request. The purchase of Shares pursuant to the Offer is subject to such requirements. GFN and URNA each filed a Premerger Notification and Report Form under the HSR Act with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer on April 21, 2021. The required waiting period with respect to the Offer will expire at 11:59 p.m., Eastern Time on May 6, 2021, unless (a) the reviewing agencies reinstate ET and grant ET for this transaction, thereby shortening the period, (b) the period is lengthened by a pull-and-refile, and/or (c) the period is lengthened by a reviewing agency that issues a request for additional information and documentary material. The Antitrust Division and the FTC assess the legality under the antitrust laws of transactions such as the acquisition of Shares by Merger Sub pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of assets of URNA and/or GFN. Private parties and individual states of the United States may also bring legal actions under the antitrust laws of the United States. GFN does not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result would be.

Australian Regulatory Compliance

GFN has two subsidiaries incorporated in Australia, GFN Asia Pacific Holdings Pty Ltd (“GFN Asia Pacific”) and Royal Wolf Trading Australia Limited (“Royal Wolf AU”), (GFN Asia Pacific and Royal Wolf AU, together being the “Australian Subsidiaries”). GFN Asia Pacific owns a 100% interest in Royal Wolf AU. The transactions contemplated by the Merger Agreement, if consummated, will therefore result in URNA and Merger Sub acquiring an indirect 100% ownership and control interest in the Australian Subsidiaries.

URNA and Merger Sub are “foreign persons” under the FATA. Foreign persons require foreign investment approval for certain acquisitions involving Australian entities or businesses. Accordingly, the Offer is subject to the approval or non-objection of the Treasurer of the Commonwealth of Australia (“Australian Treasurer”), who receives advice from the Foreign Investment Review Board (“FIRB”), under the FATA. Approval will not be given to the Offer if the Australian Treasurer, on advice from FIRB, considers that the result of the acquisition of the Shares by Merger Sub is contrary to Australia’s national interest. URNA and Merger Sub filed the necessary application, together with a detailed submission, with FIRB on April 1, 2021. We believe that the Offer is consistent with the Australian Commonwealth Government’s foreign investment policy, and we are not aware of any reason why foreign investment approval would not be given. However, if URNA and Merger Sub do not receive Australian foreign investment approval, we will be prohibited from consummating the Offer and the Merger.

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New Zealand Regulatory Compliance

Under the NZ Act, certain transactions may not be consummated unless the relevant acquirer has applied for, and obtained, consent from the Overseas Investment Office (the “OIO”). The requirement to obtain such consent under the NZ Act applies to Merger Sub’s acquisition of Shares in the Offer and the Merger.

Under the terms of the Merger Agreement, URNA and GFN have agreed to file all filings and other materials required under the NZ Act in connection with the acquisition of Shares in the Offer and the Merger promptly after the date of the Merger Agreement (and as of the date of this Offer to Purchase, the primary filing has been submitted to the OIO). The receipt of all consents and/or clearances required from the OIO under the NZ Act is a condition to the consummation of the Offer.

The OIO will consider the proposed acquisition of the Shares pursuant to the Offer and will grant consent if it is satisfied that URI, URNA and all individuals with control of those entities are suitable to own or control the relevant New Zealand subsidiaries of GFN, by assessing whether they are likely to pose risks to New Zealand, based on factors relating to their character and capability (the “investor test”).

While we believe that the OIO will grant consent to Merger Sub’s acquisition of the Shares pursuant to the Merger Agreement on the basis that URI, URNA and all individuals with control of those entities meet the investor test, there can be no assurance that the OIO will grant consent to the acquisition of Shares in the Offer and the Merger. If the OIO refuses to grant consent to the Merger, Merger Sub may not be obligated to consummate the Offer.

Appraisal Rights

No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, the holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer; (ii) follow the procedures set forth in Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court.

The “fair value” of any Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of such Shares. Holders of Shares should recognize that the value so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount.

Under Section 262 of the DGCL, where a merger is approved under Section 251(h), either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, will notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and will include in such notice a copy of Section 262 of the DGCL. The Schedule 14D-9 constitutes the formal notice of appraisal rights under Section 262 of the DGCL.

As described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

•

Prior to the consummation of the Offer, which is the first date on which URNA irrevocably accepts for purchase the Shares tendered pursuant to the Offer, deliver to GFN a written demand for appraisal of Shares held, which demand must reasonably inform GFN of the identity of the stockholder and that the stockholder is demanding appraisal

•

not tender their Shares in the Offer; and

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•

continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time.

The foregoing summary of the appraisal rights of stockholders under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL is included as Annex II to the Schedule 14D-9.

The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares pursuant to the Offer, you will not be entitled to exercise appraisal rights with respect to your Shares but, instead, subject to the conditions to the Offer, you will receive the Offer Price for your Shares.

Stockholder Approval Not Required

Section 251(h) of the DGCL provides that stockholder approval of a merger is not required if certain requirements are met, including, among others, that (i) the acquiring company consummates a tender offer for any and all of the outstanding common stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on the merger and (ii) following the consummation of such tender offer, the acquiring company owns at least such percentage of the stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the merger. If the Minimum Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will hold a sufficient number of Shares to ensure that GFN will not be required to submit the adoption of the Merger Agreement to a vote of the stockholders of GFN. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, we, URNA and GFN will take all necessary and appropriate action to effect the Merger as soon as practicable without a meeting of stockholders of GFN in accordance with Section 251(h) the DGCL.

18.

Fees and Expenses.

We have retained the Depositary and the Information Agent in connection with the Offer. Each of the Depositary and the Information Agent will receive customary compensation and, subject to certain limits, reimbursement for reasonable out-of-pocket expenses and customary indemnification against certain liabilities in connection with the Offer.

As part of the services included in such retention, the Information Agent may contact holders of Shares by personal interview, mail, electronic mail, telephone and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer materials to beneficial holders of Shares.

Except as set forth above, neither URNA nor Merger Sub will pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by us for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

19.

Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any state in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such state. However, we may, in our discretion, take such action as we deem necessary to make the Offer comply with the laws of any such state and extend the Offer to holders of Shares in such state in compliance with applicable laws.

No person has been authorized to give any information or to make any representation on behalf of us not contained herein or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized.

We and URNA have filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer, and

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may file amendments thereto. In addition, a Solicitation/Recommendation Statement on Schedule 14D-9 is being filed with the SEC by GFN pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the GFN Board with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information, and GFN may file amendments thereto. The Schedule TO and the Schedule 14D-9, including their respective exhibits, and any amendments to any of the foregoing, may be examined and copies may be obtained from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or may be accessed electronically on the SEC’s website at www.sec.gov and are available from the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase.

UR MERGER SUB VI CORPORATION

April 26, 2021

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ANNEX A

CERTAIN INFORMATION REGARDING THE DIRECTORS
AND EXECUTIVE OFFICERS OF URI, URNA AND MERGER SUB

The following table sets forth, with respect to each director and executive officer of URI, URNA and Merger Sub: (i) such person’s name, (ii) such person’s current principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted) and (iii) the material occupations, positions, offices or employment held by such person within the past five years (including the starting and ending dates of each and the name, address and principal business of any corporation or other organization in which it was carried on). The address of each of the directors and executive officers of URI, URNA and Merger Sub is United Rentals, Inc., 100 First Stamford Place, Suite 700, Stamford, Connecticut 06902. Unless otherwise specified, each person listed below is a citizen of the United States.

United Rentals, Inc.

		Name (Citizenship)				Present Principal Occupation / Material Positions Held During the Past Five Years
		José B. Alvarez (United States)				Member of the Board of Directors of United Rentals, Inc., principally located at 100 First Stamford Place, Suite 700, Stamford, Connecticut 06902 (2009 – Present) Senior Lecturer of Business Administration at Harvard Business School, principally located at Soldiers Field, Boston, MA 02163 (2009 – Present) Member of the Board of Directors of TJX, principally located at 300-400 Value Way, Marlborough, MA 01752 (2020 – Present, 2007 – 2008)
		Dale A. Asplund (United States)				Executive Vice President and Chief Operating Officer of United Rentals, Inc. (2019 – Present) Executive Vice President, Business Services and Chief Information Officer of United Rentals, Inc. (2017 – 2019) Senior Vice President, Business Services and Chief Information Officer of United Rentals, Inc. (2012 – 2017)
		Marc A. Bruno (United States)				Chief Operating Officer of the U.S. Food & Facilities for Aramark Corporation, principally located at 2400 Market Street, Philadelphia, PA 19103 (2019 – Present) Chief Operating Officer, Sports, Leisure, Corrections, Facilities, and K-12 of the U.S. Food & Facilities for Aramark Corporation (2014 – 2019) Member of the Board of Directors of United Rentals, Inc. (2018 – Present)
		Jeffrey J. Fenton (United States)				Senior Vice President, Business Development of United Rentals, Inc. (2012 – Present)

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		Name (Citizenship)				Present Principal Occupation / Material Positions Held During the Past Five Years
						Member of the Board of Directors of Steel Connect, Inc., principally located at 2000 Midway Lane, Smyrna, TN 37167 (2010 – Present)
		Matthew J. Flannery (United States)				President and Chief Executive Officer of United Rentals, Inc. (2019 – Present) President and Chief Operating Officer of United Rentals, Inc. (2018 – 2019) Executive Vice President and Chief Operating Officer of United Rentals, Inc. (2012 – 2018) Member of the Board of Directors of United Rentals, Inc. (2019 – Present)
		Jessica T. Graziano (United States)				Executive Vice President and Chief Financial Officer of United Rentals, Inc. (2018 – Present) Senior Vice President, Controller and Principal Accounting Officer of United Rentals, Inc. (2017 – 2018) Vice President, Controller and Principal Accounting Officer of United Rentals, Inc. (2014 – 2017)
		Bobby J. Griffin (United States)				Lead Independent Director of the Board of Directors of United Rentals, Inc. (2019 – Present) Member of the Board of Directors of United Rentals, Inc. (2009 – Present) Member of the Board of Directors of Hanesbrands Inc., principally located at 1000 E. Hanes Mill Road, Winston-Salem, NC 27105 (2006 – Present) Member of the Board of Directors of WESCO International, Inc., principally located at 225 West Station Square Drive, Suite 700, Pittsburgh, PA 15219 (2014 – Present) Member of the Board of Atlas Air Worldwide Holdings, Inc., principally located at 2000 Westchester Avenue, Purchase, NY 10577 (2016 – Present)
		Kim Harris Jones (United States)				Member of the Board of Directors of United Rentals, Inc. (2018 – Present) Member of the Board of Directors of Fossil Group, Inc., principally located at 901 S. Central Expy. Richardson, TX 75080 (2019 – Present)Member of the Board of Directors of True Blue Inc.,

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		Name (Citizenship)				Present Principal Occupation / Material Positions Held During the Past Five Years
						principally located at 1015 A Street, Tacoma, WA 98402 (2016 – Present)
		Terri L. Kelly (United States)				Member of the Board of Directors of United Rentals, Inc. (2018 – Present) President and Chief Executive Officer of W.L. Gore & Associates, principally located at 555 Paper Mill Road, Newark, DE 19711 (2005 – 2018) Member of the Supervisory Board of ASML, principally located at De Run 6501, 5504 DR, Veldhoven, The Netherlands (2018 – Present)
		Michael J. Kneeland (United States)				Chairman of the Board of Directors of United Rentals, Inc. (2019 – Present) President and Chief Executive Officer of United Rentals, Inc. (2008 – 2019) Member of the Board of Directors of Brinks Home Security, principally located at 1990 Wittington Place, Dallas, TX (2019 – Present)
		Andrew B. Limoges (United States)				Vice President, Controller and Principal Accounting Officer of United Rentals, Inc. (2018 – Present) Director of Finance and Accounting of United Rentals, Inc. (2017 – 2018) Group Controller of DMGT US, located at 3 Stamford Landing, 46 Southfield Ave, Stamford, CT 06902 (2016 – 2017)
		Gracia Martore (United States)				Member of the Board of Directors of United Rentals, Inc. (2017 – Present) Director of Omnicom Group, Inc., principally located at 280 Park Avenue, New York, NY 10017 (2017 – Present) Director, President and Chief Executive Officer of TEGNA Inc., principally located at 8350 Broad Street, Suite 2000, Tysons, VA 221012 (2011 – 2017) Director of WestRock Company, principally located at 1000 Abernathy Road NE, Atlanta, GA 30328 (2015 – Present)
		Filippo Passerini (United States and Italy)				Member of the Board of Directors of United Rentals, Inc. (2009 – Present) Operating Executive in U.S. Buyouts at Carlyle Group, principally located at 1001 Pennsylvania Avenue NW, Washington, D.C. 20004 (2015 – 2019)

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		Name (Citizenship)				Present Principal Occupation / Material Positions Held During the Past Five Years
						Director of Integer Holdings Corporation, principally located at 5830 Granite Parkway, Suite 1150, Plano, TX 75024 (2017 – Present) Director of ABM Industries, principally located at 551 Fifth Avenue, Suite 300, New York, NY 10176 (2017 – 2020)
		Craig A. Pintoff (United States)				Executive Vice President, Chief Administrative and Legal Officer of United Rentals, Inc. (2017 – Present) Senior Vice President, General Counsel and Human Resources of United Rentals, Inc. (2016 – 2017)
		Donald C. Roof (United States)				Member of the Board of Directors of United Rentals, Inc. (2012 – Present)
		Shiv Singh (United States)				Member of the Board of Directors of United Rentals, Inc. (2017 – Present) Senior Vice President and General Manager at Expedia Group, Inc., principally located at 1111 Expedia Group Way, W. Bellevue, Washington 98119. (2020 – Present) Chief Marketing Officer of Eargo, Inc., principally located at 1600 Technology Drive, Suite 6, San Jose, California 95110 (2019 – 2020) Founder and Chief Executive Officer of Savvy Matters LLC, principally located at 1102 Balboa Avenue, Burlingame, CA 94010 (2018 – Present) Senior Vice President, Innovation & Strategic Partnerships at Visa Inc., principally located at 900 Metro Center Boulevard, Foster City, California 94404 (2013 – 2018)

United Rentals (North America), Inc.

		Name (Citizenship)				Present Principal Occupation / Material Positions Held During the Past Five Years
		Dale A. Asplund				Executive Vice President and Chief Operating Officer of United Rentals (North America), Inc., principally located at 100 First Stamford Place, Suite 700, Stamford, CT 06902 (2019 – Present) See above
		Jeffrey J. Fenton (United States)				Senior Vice President, Business Development of United Rentals (North America), Inc. (2012 – Present) See above

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		Name (Citizenship)				Present Principal Occupation / Material Positions Held During the Past Five Years
		Matthew J. Flannery (United States)				President and Chief Executive Officer of United Rentals (North America), Inc. (2019 – Present) Member of the Board of Directors of United Rentals (North America), Inc. (2018 – Present) See above
		Jessica T. Graziano (United States)				Executive Vice President and Chief Financial Officer of United Rentals (North America), Inc. (2018 – Present) Member of the Board of Directors of United Rentals (North America), Inc. (2018 – Present) See above
		Joli L. Gross (United States)				Senior Vice President, General Counsel and Corporate Secretary of United Rentals (North America), Inc. (2017 – Present) Senior Vice President, Deputy General Counsel and Corporate Secretary of United Rentals, Inc. (2016 – 2017) Vice President, Deputy General Counsel and Assistant Corporate Secretary of United Rentals, Inc. (2011 – 2016) Member of the Board of Directors of United Rentals (North America), Inc. (2018 – Present)
		Andrew B. Limoges (United States)				Vice President, Controller and Principal Accounting Officer of United Rentals (North America), Inc. (2018 – Present) See above
		Irene Moshouris (United States)				Senior Vice President and Treasurer of United Rentals (North America), Inc. (2011 – Present) Member of the Board of Directors of United Rentals (North America), Inc. (2018 – Present)
		Craig A. Pintoff (United States)				Executive Vice President, Chief Administrative and Legal Officer of United Rentals (North America), Inc. (2017 – Present) Member of the Board of Directors of United Rentals (North America), Inc. (2018 – Present) See above

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UR Merger Sub VI Corporation

		Name (Citizenship)				Present Principal Occupation / Material Positions Held During the Past Five Years
		Matthew J. Flannery				President of UR Merger Sub VI Corporation, principally located at 100 First Stamford Place, Suite 700, Stamford, CT 06902 (2021 – Present) See above
		Jessica T. Graziano				Vice President and Chief Financial Officer of UR Merger Sub VI Corporation (2021 – Present) See above
		Joli L. Gross (United States)				Vice President & Secretary of UR Merger Sub VI Corporation (2021 – Present) Member of the Board of Directors of UR Merger Sub VI Corporation (2021 – Present) See above
		Irene Moshouris (United States)				Vice President & Treasurer of UR Merger Sub VI Corporation (2021 – Present) Member of the Board of Directors of UR Merger Sub VI Corporation (2021 – Present) See above
		Craig A. Pintoff (United States)				Vice President, Chief Administrative Officer and Assistant Secretary of UR Merger Sub VI Corporation (2021 – Present) Member of the Board of Directors of UR Merger Sub VI Corporation (2021 – Present) See above

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ANY LETTER OF TRANSMITTAL TO BE DELIVERED TO THE DEPOSITARY MAY ONLY BE
SENT TO THE DEPOSITARY BY MAIL OR COURIER TO ONE OF THE ADDRESSES SET FORTH
BELOW AND MAY NOT BE SENT BY FACSIMILE TRANSMISSION. ANY CERTIFICATES
REPRESENTING SHARES AND ANY OTHER REQUIRED DOCUMENTS SENT BY A
STOCKHOLDER OF GFN OR SUCH STOCKHOLDER’S BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE SHOULD BE SENT TO THE
DEPOSITARY AS FOLLOWS:

Continental Stock Transfer & Trust Company

	If delivering by hand, express mail, courier or other expedited service:			By mail:
	Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004			Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004

Other Information:

Questions and requests for assistance may be directed to the Information Agent, at the address and telephone number set forth below. In addition, requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the Information Agent. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders Call Toll Free: (877) 687-1875
Banks and Brokers Call Collect: (212) 750-5833

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

To Tender Shares of Common Stock
of
GENERAL FINANCE CORPORATION
at
$19.00 Net Per Share
Pursuant to the Offer to Purchase dated April 26, 2021
by
UR MERGER SUB VI CORPORATION,
a wholly owned subsidiary of
UNITED RENTALS (NORTH AMERICA), INC.,
a wholly owned subsidiary of
UNITED RENTALS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY OF FRIDAY, MAY 21, 2021, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Tender Offer is:

Continental Stock Transfer & Trust Company

	If delivering by hand, express mail, courier or other expedited service:			By mail:
	Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004			Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary (as defined below). You must sign this Letter of Transmittal in the appropriate space provided therefor below, with signature guaranteed, if required, and complete the IRS Form W-9 included in this Letter of Transmittal or an applicable IRS Form W-8, if required. The instructions set forth in this Letter of Transmittal should be read carefully before you tender any of your Shares (as defined below) pursuant to the Offer (as defined below).

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Holder(s)
(Please Fill in, if Blank, Exactly as Name(s)Appear(s)
on Share Certificate(s))
Please make any address correction below

Shares Tendered
(Attach additional signed list, if necessary)

□ indicates permanent address change

Share
Certificate
Number(s)(1)

Total Number
of Shares
Represented
By Share
Certificate(s)(1)

Total Number of Shares
Represented by
Book entry
(Electronic Form)
Tendered

Total
Number of
Shares
Tendered(2)

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Holder(s)
(Please Fill in, if Blank, Exactly as Name(s)Appear(s)
on Share Certificate(s))
Please make any address correction below

Shares Tendered
(Attach additional signed list, if necessary)

□ indicates permanent address change

Share
Certificate
Number(s)(1)

Total Number
of Shares
Represented
By Share
Certificate(s)(1)

Total Number of Shares
Represented by
Book entry
(Electronic Form)
Tendered

Total
Number of
Shares
Tendered(2)

Total Shares

(1)

Need not be completed by stockholders tendering by book-entry transfer.

(2)

Unless a lower number of Shares to be tendered is otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

By signing and submitting this Letter of Transmittal you warrant that these Shares will not be sold, including through limit order request, unless properly withdrawn from the Offer.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares (as defined below) in any state in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such state. However, Merger Sub (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer comply with the laws of any such state and extend the Offer to holders of Shares in such state in compliance with applicable laws.

This Letter of Transmittal is to be used by stockholders of General Finance Corporation, a Delaware corporation (“GFN”), if certificates for Shares (“Share Certificates”) are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company (“DTC”), unless an Agent’s Message (as defined in Instruction 2) is utilized in lieu of this Letter of Transmittal, and in each case in accordance with the procedures set forth in Section 3 of the Offer to Purchase.

Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary prior to 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021 (the “Expiration Date,” unless Merger Sub extends the Offer pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended, will expire), must tender their Shares according to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase in order to participate in the Offer. See Instruction 2 (Requirements of Tender). Delivery of documents to DTC does not constitute delivery to the Depositary.

IF ANY OF THE SHARE CERTIFICATES THAT YOU OWN HAVE BEEN LOST OR DESTROYED, SEE INSTRUCTION 11 OF THIS LETTER OF TRANSMITTAL

☐

CHECK HERE IF YOU HAVE LOST YOUR SHARE CERTIFICATE(S) AND REQUIRE ASSISTANCE IN OBTAINING REPLACEMENT CERTIFICATE(S). BY CHECKING THIS BOX, YOU UNDERSTAND THAT YOU MUST CONTACT CONTINENTAL STOCK TRANSFER & TRUST COMPANY TO OBTAIN INSTRUCTIONS FOR REPLACING LOST CERTIFICATES. SEE INSTRUCTION 11.

☐

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN THE SYSTEM OF DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

DTC Account Number:

Transaction Code Number:

☐

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Stockholder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation (“URNA”) and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), the above described shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation (“GFN”), pursuant to Merger Sub’s offer to purchase all outstanding Shares, at a purchase price of $19.00 per Share, net to the seller in cash, without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 26, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The undersigned understands that Merger Sub reserves the right to transfer or assign in whole or in part from time to time to one or more wholly owned subsidiaries of URNA the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Merger Sub of its obligations under the Offer and will in no way prejudice the undersigned’s right to receive payment for the Shares validly tendered and not withdrawn pursuant to the Offer.

Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms and conditions of the Offer as so extended or amended) and subject to, and effective upon, acceptance for payment of Shares validly tendered herewith and not properly withdrawn prior to the Expiration Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers

to or upon the order of Merger Sub all right, title and interest in and to all Shares that are being tendered hereby (and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the date hereof (“Distributions”)) and irrevocably constitutes and appoints Continental Stock Transfer & Trust Company (the “Depositary”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest in the Shares tendered by this Letter of Transmittal), to (i) deliver Share Certificates representing such Shares (and all Distributions) or transfer ownership of such Shares (and all Distributions) on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Merger Sub, (ii) present such Shares (and all Distributions) for transfer on the books of GFN and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all Distributions), all in accordance with the terms and subject to the conditions of the Offer.

By executing this Letter of Transmittal (or, in the case of a book-entry transfer, by delivery of an Agent’s Message in lieu of this Letter of Transmittal), the undersigned hereby irrevocably appoints Joli Gross and any other person designated in writing by Merger Sub as the true and lawful agent, attorney, attorney-in-fact and proxy of the undersigned, each with full power of substitution, (i) to vote at any annual or special meeting of GFN’s stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to and (ii) to otherwise act as each such attorney-in-fact and proxy or its, his or her substitute shall in its, his or her sole discretion deem proper with respect to, all Shares (and all Distributions) tendered hereby and accepted for payment by Merger Sub. This appointment will be effective if and when, and only to the extent that, Merger Sub accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Merger Sub reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon Merger Sub’s acceptance for payment of such Shares, Merger Sub or its designees must be able to exercise full voting, consent and other rights with respect to such Shares (and all Distributions), including voting at any meeting of GFN’s stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer any and all Shares tendered hereby (and all Distributions) and that, when the same are accepted for payment by Merger Sub, Merger Sub will acquire good, valid and unencumbered title to such Shares (and all Distributions), free and clear of all liens, restrictions, charges and encumbrances, and the same will not be subject to any adverse claims. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Shares, or the Share Certificate(s) have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Merger Sub to be necessary or desirable to complete the sale, assignment and transfer of any and all Shares tendered hereby (and all Distributions). In addition, the undersigned shall promptly remit and transfer to the Depositary for the account of Merger Sub all Distributions in respect of any and all Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Merger Sub shall be entitled to all rights and privileges as owner of each such Distribution and may deduct from the purchase price of Shares tendered hereby the amount or value of such Distribution as determined by Merger Sub in its sole discretion.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned hereby acknowledges that delivery of any Share Certificate shall be effected, and risk of loss and title to such Share Certificate shall pass, only upon the proper delivery of such Share Certificate to the Depositary.

The undersigned understands that the valid tender of Shares pursuant to any of the procedures described in the Offer to Purchase and in the Instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Merger Sub’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Merger Sub upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of or the conditions of any such extension or amendment). The undersigned recognizes that under certain circumstances set forth in the Offer, Merger Sub may not be required to accept for exchange any Shares tendered hereby.

Unless otherwise indicated under “Special Payment Instructions,” please issue the check for the purchase price of all of Shares purchased and, if appropriate, return any Share Certificates not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of all Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of all Shares purchased and, if appropriate, return any Share Certificates not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and, if appropriate, return any such Share Certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Payment Instructions,” please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC. The undersigned recognizes that Merger Sub has no obligation, pursuant to the “Special Payment Instructions,” to transfer any Shares from the name of the registered holder thereof if Merger Sub does not accept for payment any of such Shares so tendered.

LOST SHARE CERTIFICATES: PLEASE CALL CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT 917-262-2378 TO OBTAIN NECESSARY DOCUMENTS TO REPLACE YOUR LOST SHARE CERTIFICATES.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and Share Certificates not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned.

Name

(Please print)

Address

(Including Zip Code)

(Taxpayer Identification or Social Security No.)
(Also Complete IRS Form W-9 Included Herein)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the purchase price of Shares accepted for payment and Share Certificates not tendered or not accepted are to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown above.

Name

(Please print)

Address

(Including Zip Code)

IMPORTANT
STOCKHOLDER: SIGN HERE
(PLEASE COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS LETTER OF
TRANSMITTAL OR AN APPLICABLE IRS FORM W-8)

Signature(s) of Holder(s) of Shares

Dated:

Name(s)

(Please Print)

Capacity (full title) (See Instruction 5)

Address

(Include Zip Code)

Area Code and Telephone No.

Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by Share Certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED — SEE INSTRUCTIONS 1 AND 5)

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (i) if this Letter of Transmittal is signed by each registered holder (which term, for purposes of this Instruction 1, includes any participant in DTC’s systems whose name appears on a security position listing as the owner of Shares) of the Shares tendered herewith, unless such registered holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on this Letter of Transmittal; or (ii) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member of or participant in a recognized “Medallion Program” approved by the Securities Transfer Association Inc., including the Security Transfer Agents Medallion Program, the Stock Exchange Medallion Program and the New York Stock Exchange Medallion Signature Program, or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the U.S. Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Requirements of Tender. No alternative, conditional or contingent tenders will be accepted. In order for Shares to be validly tendered pursuant to the Offer, the stockholder must follow one of the following procedures:

For Shares held as physical certificates, the Share Certificates representing tendered Shares, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal before the Expiration Date.

For Shares held in book-entry form, either a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or an Agent’s Message in lieu of this Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal, and such Shares must be delivered according to the book-entry transfer procedures (as set forth in Section 3 of the Offer to Purchase) and a timely confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC (a “Book-Entry Confirmation”) must be received by the Depositary, in each case before the Expiration Date.

Stockholders whose Share Certificates are not immediately available, or who cannot complete the procedure for delivery by book-entry transfer on a timely basis or who cannot deliver all other required documents to the Depositary prior to the Expiration Date, may tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed notice of guaranteed delivery (a “Notice of Guaranteed Delivery”), substantially in the form made available by Merger Sub, must be received by the Depositary prior to the Expiration Date and (iii) Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with this Letter of Transmittal, properly completed and duly executed, together with any required signature guarantees, or, in the case of book-entry transfers of Shares, either this Letter of Transmittal or an Agent’s Message in lieu of this Letter of Transmittal, and any other documents required by this Letter of Transmittal, must be received by the Depositary within two NASDAQ Global Select Stock Market trading days after the date of execution of such Notice of Guaranteed Delivery. A Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by Merger Sub. In the case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by a participant by means of the confirmation system of DTC.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation that states that DTC has received an express acknowledgment from the participant in DTC’s systems tendering the Shares that are the subject of such

Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Merger Sub may enforce such agreement against the participant.

The method of delivery of Shares, this Letter of Transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering stockholder. Shares will be deemed delivered (and the risk of loss of Share Certificates will pass) only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No fractional Shares will be purchased. By executing this Letter of Transmittal, the tendering stockholder waives any right to receive any notice of the acceptance for payment of Shares.

3. Inadequate Space. If the space provided herein is inadequate, Share Certificate numbers, the number of Shares represented by such Share Certificates and/or the number of Shares tendered should be listed on a signed separate schedule attached hereto.

4. Partial Tenders. If fewer than all Shares represented by any Share Certificate and/or Book-Entry Confirmation delivered to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Total Number of Shares Tendered.” In such case, a Direct Registration Book Entry Statement for the remainder of Shares represented by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by Share Certificates and/or Book-Entry Confirmation delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) Exact Signatures. If this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby, then the signature(s) must correspond with the name(s) as written on the face of such Share Certificates for such Shares without alteration, enlargement or any change whatsoever.

(b) Holders. If any Shares tendered hereby are held of record by two or more persons, then all such persons must sign this Letter of Transmittal.

(c) Different Names on Share Certificates. If any Shares tendered hereby are registered in different names on different Share Certificates, then it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Share Certificates.

(d) Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of Shares tendered hereby, then no endorsements of Share Certificates for such Shares or separate stock powers are required unless payment of the purchase price is to be made, or Shares not tendered or not purchased are to be returned, in the name of any person other than the registered holder(s). Signatures on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of Shares tendered hereby, then Share Certificates for such Shares must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such Share Certificates for such Shares. Signature(s) on any such Share Certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

If this Letter of Transmittal or any Share Certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other legal entity or other person acting in a fiduciary or representative capacity, then such person should so indicate when signing, and proper evidence satisfactory to the Depositary of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter testamentary or a letter of appointment.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, Merger Sub or any successor entity thereto will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include U.S. federal,

state, local or foreign income tax or backup withholding taxes). If, however, payment of the purchase price is to be made to, or if Share Certificate(s) for Shares not tendered or not accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if tendered Shares Certificate(s) are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, then the amount of any stock transfer taxes or other taxes required by reason of the payment to a person other than the registered holder(s) of such Share Certificate (in each case whether imposed on the registered holder(s) or such other person(s)) payable on account of the transfer to such other person(s) will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Merger Sub of the payment of such taxes, or exemption therefrom, is submitted.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to Share Certificate(s) evidencing the Shares tendered hereby.

7. Special Payment Instructions. If a check is to be issued for the purchase price of any Shares tendered by this Letter of Transmittal in the name of, and, if appropriate, Share Certificates and/or Book-Entry Confirmation for Shares not tendered or not accepted for payment are to be issued to, any person(s) other than the signer of this Letter of Transmittal, then the appropriate box on this Letter of Transmittal must be completed.

8. IRS Form W-9. To avoid backup withholding, a tendering stockholder that is a United States person (as defined for United States federal income tax purposes) is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9, which is included herein following “Important Tax Information” below, and to certify, under penalties of perjury, that such number is correct and that such stockholder is not subject to backup withholding of federal income tax, and that such stockholder is a United States person (as defined for United States federal income tax purposes). See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for more instructions.

Certain stockholders (including, among others, corporations) may not be subject to backup withholding. Foreign stockholders that are not United States persons (as defined for United States federal income tax purposes) should submit an appropriate and properly completed applicable IRS Form W-8, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. Such stockholders should consult a tax advisor to determine which Form W-8 is appropriate.

9. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Merger Sub in its sole discretion. Merger Sub reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Merger Sub and URNA also reserve the absolute right to waive any of the conditions of the Offer (other than the Minimum Condition (as defined in the Offer to Purchase), which may only be waived with the consent of GFN) and Merger Sub reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived to the satisfaction of the Merger Sub. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Merger Sub shall determine. None of Merger Sub, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Merger Sub’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto) will be determined by Merger Sub in its sole discretion.

10. Questions and Requests for Additional Copies. The Information Agent may be contacted at the address and telephone number set forth on the last page of this Letter of Transmittal for questions and/or requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Such copies will be furnished promptly at Merger Sub’s expense.

11. Lost, Destroyed or Stolen Certificates. If any Share Certificate representing Shares has been lost, destroyed or stolen, then the stockholder should promptly notify Continental Stock Transfer & Trust

Company, as transfer agent (the “Transfer Agent”), at (917) 262-2378, regarding the requirements for replacement. The stockholder will then be instructed as to the steps that must be taken in order to replace such Share Certificate(s). You may be required to post a bond to secure against the risk that the Share Certificate(s) may be subsequently recirculated. You are urged to contact the Transfer Agent immediately in order to receive further instructions and for a determination of whether you will need to post a bond and to permit timely processing of this documentation. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Share Certificates have been followed.

Share Certificates evidencing tendered Shares, or a Book-Entry Confirmation into the Depositary’s account at DTC, as well as this Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent’s Message (if utilized in lieu of this Letter of Transmittal in connection with a book-entry transfer), and any other documents required by this Letter of Transmittal, must be received before the Expiration Date, or the tendering stockholder must comply with the procedures for guaranteed delivery.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a stockholder who is a United States person (as defined for United States federal income tax purposes) surrendering Shares must, unless an exemption applies, provide the Depositary (as payer) with the stockholder’s correct taxpayer identification number (if applicable) on IRS Form W-9, a copy of which is included in this Letter of Transmittal. If the stockholder is an individual, then the stockholder’s TIN is generally such stockholder’s Social Security number. If the correct TIN is not provided, then the stockholder may be subject to a penalty imposed by the IRS and payments of cash to the stockholder (or other payee) pursuant to the Offer may be subject to backup withholding of a portion of all payments of the purchase price.

Certain stockholders (including, among others, corporations) may not be subject to backup withholding and reporting requirements. In order for an exempt foreign stockholder to avoid backup withholding, such person should complete, sign and submit an appropriate IRS Form W-8 signed under penalties of perjury, attesting to his, her or its exempt status. An IRS Form W-8 can be obtained from the Depositary. Such stockholders should consult a tax advisor to determine which IRS Form W-8 is appropriate. Exempt stockholders, other than foreign stockholders, should furnish their TIN, complete the “Exempt payee” box on the IRS Form W-9 and sign, date and return the IRS Form W-9 to the Depositary in order to avoid erroneous backup withholding. See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for additional instructions.

If backup withholding applies, the Depositary is required to withhold and pay over to the IRS a portion of any payment made to a stockholder. Backup withholding is not an additional tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS if required information is timely furnished to the IRS. See the instructions enclosed with the IRS Form W-9 included in this Letter of Transmittal for additional instructions.

NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL (OR AN APPROPRIATE IRS FORM W-8) MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE INSTRUCTIONS ENCLOSED WITH THE IRS FORM W-9 INCLUDED IN THIS LETTER OF TRANSMITTAL FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN THE SPACE FOR THE TIN ON THE IRS FORM W-9.

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The Depositary for the Offer is:

Continental Stock Transfer & Trust Company

	If delivering by hand, express mail, courier or other expedited service:			By mail:
	Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004			Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004

Questions and requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at the address and telephone number set forth below. In addition, requests for additional copies of the Offer to Purchase, this Letter of Transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance. Such copies will be furnished promptly at Merger Sub’s expense.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders Call Toll Free (877 687-1875
Banks and Brokers Call Collect (212) 750-5833

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY
For Tender of All Outstanding Shares of Common Stock
of
GENERAL FINANCE CORPORATION
at
$19.00 Net Per Share
Pursuant to the Offer to Purchase dated April 26, 2021
by
UR MERGER SUB VI CORPORATION
a wholly owned subsidiary of
UNITED RENTALS (NORTH AMERICA), INC.,
a wholly owned subsidiary of
UNITED RENTALS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
TIME, AT THE END OF THE DAY OF FRIDAY, MAY 21, 2021, UNLESS THE OFFER
IS EXTENDED.

This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation (“GFN”) are not immediately available, (ii) the procedure for book-entry transfer cannot be completed prior to 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021 (the “Expiration Date,” unless extended pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended, will expire) or (iii) time will not permit all required documents to reach Continental Stock Transfer & Trust Company (the “Depositary”) prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary. See Section 3 of the Offer to Purchase (as defined below).

Continental Stock Transfer & Trust Company

	If delivering by hand, express mail, courier or other expedited service:			By mail:
	Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004			Continental Stock Transfer & Trust Company Attn: Corporate Actions 1 State Street Plaza, 30th Floor New York, NY 10004

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN SECTION 3 OF THE OFFER TO PURCHASE) UNDER THE INSTRUCTION THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.

The Eligible Institution that completes this Notice of Guaranteed Delivery must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal (as defined below) or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) and certificates for Shares (or Book-Entry Confirmation, as defined in Section 2 of the Offer to Purchase) to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Ladies and Gentlemen:

The undersigned hereby tenders to UR Merger Sub VI Corporation, a Delaware corporation and a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated April 26, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, the number of Shares of GFN specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

		Number of Shares and Certificate No(s) (if available)
		☐ Check here if Shares will be tendered by book-entry transfer.
		Name of Tendering Institution:
		DTC Account Number:
		Dated:

		Name(s) of Record Holder(s):
		(Please type or print)
		Address(es):
		(Zip Code)
		Area Code and Tel. No.
		(Daytime telephone number)
		Signature(s):
		Notice of Guaranteed Delivery

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution, hereby guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a Book-Entry Confirmation of the Shares tendered hereby into the Depositary’s account at The Depository Trust Company (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), in each case together with a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of book-entry transfers of Shares, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal, within two NASDAQ Global Select Stock Market trading days after the date of execution of this Notice of Guaranteed Delivery.

		Name of Firm:
		Address:
		(Zip Code)
		Area Code and Telephone No.
		(Authorized Signature)
		Name:
		(Please type or print)
		Title:
		Date:

NOTE:

DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit (a)(1)(iv)

Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
GENERAL FINANCE COPRORATION
at
$19.00 Net per Share
Pursuant to the Offer to Purchase dated April 26, 2021
by
UR MERGER SUB VI CORPORATION,
a wholly owned subsidiary of
UNITED RENTALS (NORTH AMERICA), INC.,
a wholly owned subsidiary of
UNITED RENTALS, INC.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY OF FRIDAY, MAY 21, 2021, UNLESS THE OFFER IS EXTENDED.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation (“URNA”) and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), to act as information agent in connection with Merger Sub’s offer to purchase all of the shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation (“GFN”), that are issued and outstanding at a price of $19.00 per Share, net to the seller in cash (the “Offer Price”), without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 26, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

THE BOARD OF DIRECTORS OF GFN RECOMMENDS THAT STOCKHOLDERS TENDER ALL OF THEIR SHARES PURSUANT TO THE OFFER.

The Offer is not subject to any financing condition. The conditions of the Offer are described in Section 15 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

1. The Offer to Purchase;

2. The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with the included IRS Form W-9;

3. A notice of guaranteed delivery to be used to accept the Offer if Shares and all other required documents are not immediately available or cannot be delivered to Continental Stock Transfer & Trust Company (the “Depositary”) by 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021 (the “Expiration Date,” unless Merger Sub extends the Offer pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended, will expire) or if the procedure for book-entry transfer cannot be completed by the Expiration Date (the “Notice of Guaranteed Delivery”);

4. A form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

5. GFN’s Solicitation/Recommendation Statement on Schedule 14D-9; and

6. A return envelope addressed to the Depositary for your use only.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, unless the Offer is extended.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 15, 2021 (as it may be amended or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among URNA, Merger Sub and GFN, pursuant to which, as soon as practicable following the time Merger Sub accepts for payment Shares validly tendered and not properly withdrawn pursuant to the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Sub will merge with and into GFN (the “Merger”), with GFN continuing as the surviving corporation in the Merger and following the Preferred Stock Redemptions (as defined below), as a wholly owned subsidiary of URNA. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive the Offer Price, without interest, less any applicable withholding of taxes, except for Shares then owned by URNA, Merger Sub or GFN, which Shares will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. At the Effective Time, each share of GFN preferred stock issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding share of preferred stock of the surviving corporation, having the same terms and conditions as of immediately prior to the Effective Time, and will not be affected by the Merger. Following the Effective Time, URNA and Merger Sub will redeem all outstanding preferred stock of the surviving corporation in accordance with their terms (the “Preferred Stock Redemptions”).

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or, in the case of book-entry transfers, either such Letter of Transmittal or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal. You may gain some additional time by making use of the Notice of Guaranteed Delivery.

Except as set forth in the Offer to Purchase, Merger Sub will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Merger Sub will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers. Merger Sub will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

You may contact us as Information Agent with questions and requests for assistance, and for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials, at the address and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,

Innisfree M&A Incorporated

Nothing contained herein or in the enclosed documents shall render you the agent of Merger Sub, URNA, GFN, the Information Agent, or the Depositary or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

Exhibit (a)(1)(v)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY OF FRIDAY, MAY 21, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

April 26, 2021

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated April 26, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) in connection with the offer by UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation (“URNA”) and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), to purchase all of the shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation (“GFN”), that are issued and outstanding at a price of $19.00 per Share, net to the seller in cash (the “Offer Price”), without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions of the Offer.

THE BOARD OF DIRECTORS OF GFN RECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES PURSUANT TO THE OFFER.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1. The Offer Price for the Offer is $19.00 per Share, net to you in cash, without interest, less any applicable withholding of taxes.

2. The Offer is being made for all outstanding Shares.

3. The Offer is being made in connection with the Agreement and Plan of Merger, dated as of April 15, 2021 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among URNA, Merger Sub and GFN, pursuant to which, as soon as practicable following the time Merger Sub accepts for payment Shares validly tendered and not properly withdrawn pursuant to

the Offer (the “Offer Acceptance Time”) and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Sub will merge with and into GFN (the “Merger”), with GFN continuing as the surviving corporation in the Merger and following the Preferred Stock Redemptions (as defined below), as a wholly-owned subsidiary of URNA. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive the Offer Price, without interest, less any applicable withholding of taxes, except for Shares then owned by URNA, Merger Sub or GFN, which Shares will be canceled and will cease to exist, and no consideration will be delivered in exchange therefor. At the Effective Time, each share of GFN preferred stock issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding share of preferred stock of the surviving corporation, having the same terms and conditions as of immediately prior to the Effective Time, and will not be affected by the Merger. Following the Effective Time, URNA and Merger Sub will redeem all outstanding preferred stock of the surviving corporation in accordance with their terms (the “Preferred Stock Redemptions”).

4. After careful consideration, the board of directors of GFN has, at a duly convened and held meeting, unanimously: (i) approved and declared advisable the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (ii) resolved that the Merger shall be effected under Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer; and (iii) recommended that GFN’s stockholders accept the Offer and tender their Shares in the Offer.

5. The Offer and withdrawal rights will expire at 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, unless the Offer is extended.

6. The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) the number of Shares validly tendered (and not properly withdrawn) prior to the Expiration Date (excluding Shares tendered pursuant to guaranteed delivery procedures that were not received prior to the Expiration Date) together with the Shares then owned by Merger Sub, representing at least one Share more than 50% of the then outstanding Shares; (ii) the statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and, if applicable, any contractual waiting periods under any timing agreements with governmental entities with jurisdiction over enforcement of any applicable antitrust laws applicable to the transactions contemplated by the Merger Agreement having expired or been earlier terminated; (iii) receipt by URNA and Merger Sub of certain foreign investment approval by Australia and New Zealand authorities; and (iv) other customary conditions as described in the Offer to Purchase. After the Offer Acceptance Time and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, URNA, Merger Sub and GFN will cause the Merger to become effective without a meeting of the stockholders of GFN in accordance with Section 251(h) of the DGCL.

7. Any transfer taxes applicable to the sale of Shares to Merger Sub pursuant to the Offer will be paid by Merger Sub, except as otherwise provided in the Letter of Transmittal.

If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Date.

The Offer is not being made to (and no tenders will be accepted from or on behalf of) holders of Shares in any state in which the making of the Offer or acceptance thereof would not be in compliance with

the securities, “blue sky” or other laws of such state. However, Merger Sub may, in its discretion, take such action as it deems necessary to make the Offer comply with the laws of any such state and extend the Offer to holders of Shares in such state in compliance with applicable laws.

INSTRUCTION FORM
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
GENERAL FINANCE COPRORATION
at
$19.00 Net per Share
Pursuant to the Offer to Purchase dated April 26, 2021
by
UR MERGER SUB VI CORPORATION,
a wholly owned subsidiary of
UNITED RENTALS (NORTH AMERICA), INC.,
a wholly owned subsidiary of
UNITED RENTALS, INC.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated April 26, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, and together with the Offer to Purchase, the “Offer”), in connection with the offer by UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation, to purchase all of the shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation, that are issued and outstanding at a price of $19.00 per Share, net to the seller in cash, without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to Merger Sub the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to the validity, form and eligibility (including time of receipt) and acceptance for payment of any tender of Shares made on behalf of the undersigned will be determined by Merger Sub in its sole discretion.

ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED HEREBY: SHARES*

Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

The method of delivery of this Instruction Form is at the election and risk of the tendering stockholder. This Instruction Form should be delivered to us in ample time to permit us to submit the tender on your behalf prior to 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, unless the Offer is extended.

		Dated:
		(Signature(s))
		(Please Print Name(s))

		Address (Include Zip Code)
		Area Code and Telephone No.
		Taxpayer Identification or Social Security No.

Exhibit (a)(1)(vi)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to (and no tenders will be accepted from or on behalf of) holders of Shares in any state in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such state. Merger Sub (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer to holders of Shares in any such state in compliance with such applicable laws. In those states where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Merger Sub by one or more registered brokers or dealers licensed under the laws of such state to be designated by Merger Sub.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock
of

GENERAL FINANCE CORPORATION

$19.00 Net per Share

UR MERGER SUB VI CORPORATION,
a wholly owned subsidiary of
UNITED RENTALS (NORTH AMERICA), INC.,
a wholly owned subsidiary of
UNITED RENTALS, INC.

UR Merger Sub VI Corporaton, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of United Rentals (North America), Inc., a Delaware corporation (“URNA”) and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation (“URI”), is offering to purchase all of the shares of common stock, par value $0.0001 per share (the “Shares”), of General Finance Corporation, a Delaware corporation (“GFN”), that are issued and outstanding at a price of $19.00 per Share, net to the seller in cash (the “Offer Price”), without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated April 26, 2021 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). Tendering stockholders who have Shares registered in their names and who tender directly to Continental Stock Transfer & Trust Company (the “Depositary”) will not be obligated to pay brokerage fees, commissions or, except as set forth in the Letter of Transmittal, stock transfer taxes on the sale of Shares to Merger Sub pursuant to the Offer. Stockholders with Shares held in street name by a broker, dealer, commercial bank, trust company or other nominee should consult with their nominee to determine if they will be charged any service fees or commissions.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY OF FRIDAY, MAY 21, 2021, UNLESS THE OFFER IS
EXTENDED.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of April 15, 2021, by and among URNA, Merger Sub and GFN (as it may be amended or supplemented from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which, as soon as practicable following the time Merger Sub accepts for payment Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Acceptance Time”) and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Sub will merge with and into GFN (the “Merger”), with GFN continuing as the surviving corporation in the Merger and following the Preferred Stock Redemptions (as

defined below), as a wholly owned subsidiary of URNA. Because the Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), no stockholder vote will be required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive the Offer Price, without interest, less any applicable withholding of taxes, except for Shares then owned by URNA, Merger Sub or GFN, which Shares will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor. As a result of the Merger, the Shares will cease to be publicly traded and following the Preferred Stock Redemptions, GFN will become directly wholly owned by URNA. Each share of GFN preferred stock issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding share of preferred stock of the surviving corporation, having the same terms and conditions as of immediately prior to the Effective Time, and will not be affected by the Merger. Following the Effective Time, URNA and Merger Sub will redeem all outstanding preferred stock of the surviving corporation in accordance with their terms (the “Preferred Stock Redemptions”). The Merger Agreement is more fully described in the Offer to Purchase.

THE BOARD OF DIRECTORS OF GFN RECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES PURSUANT TO THE OFFER.

After careful consideration, the board of directors of GFN has, at a duly convened and held meeting, unanimously: (i) approved and declared advisable the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (ii) resolved that the Merger shall be effected under Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer; and (iii) recommended that GFN’s stockholders accept the Offer and tender their Shares in the Offer. The Offer to Purchase, the Letter of Transmittal and GFN’s Solicitation/Recommendation Statement on Schedule 14D-9 (which contains the recommendation of the board of directors of GFN and the reasons therefor) contain important information. Stockholders should carefully read these documents in their entirety before making a decision with respect to the Offer.

Merger Sub and URNA may waive any condition, in whole or in part, other than the Minimum Condition, at any time and from time to time, without GFN’s consent. Merger Sub is required to extend the Offer beyond the initial Expiration Date on one or more occasions in consecutive increments of up to 5 business days (or such longer period with the prior written consent of GFN) per extension if, as of the scheduled Expiration Date, any Offer Condition (as defined in the Offer to Purchase) is not satisfied or waived by Merger Sub and by URNA (to the extent such waiver is permitted under the Merger Agreement and

applicable law), to permit such Offer Condition to be satisfied. In addition, Merger Sub will extend the Offer for the minimum period required by any legal requirement, interpretation or position of the Securities and Exchange Commission or its staff or the NASDAQ Global Select Market or its staff. However, in no event will Merger Sub be required to extend the Offer beyond the earlier to occur of (x) the valid termination of the Merger Agreement and (y) the “End Date,” which is September 12, 2021 (or in the event GFN or URNA exercise the right under the Merger Agreement to extend the End Date in the event certain Offer Conditions have not been satisfied, October 12, 2021). The Merger Agreement provides that URNA and Merger Sub are not required or, without the prior consent of GFN (not to be unreasonably withheld, conditioned or delayed), permitted, to extend the Offer beyond the End Date. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 A.M., New York time, on the next business day after the previously scheduled Expiration Date.

There will not be a subsequent offering period for the Offer. Pursuant to the Merger Agreement, subject to the satisfaction of the Minimum Condition and the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Sub, URNA and GFN will take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the Offer Acceptance Time. Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. Merger Sub does not expect there to be a significant period of time between the consummation of the Offer and the consummation of the Merger.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), at or as soon as practicable following the Expiration Date, Merger Sub shall (and URNA shall cause Merger Sub to) accept for payment and at or promptly thereafter (but no later than the second business day after the Expiration Date) pay for all Shares validly tendered and not properly withdrawn prior to the Expiration Date pursuant to the Offer. For purposes of the Offer, Merger Sub will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn, if and when Merger Sub gives oral or written notice to the Depositary of Merger Sub’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price therefor with the Depositary, which will act as agent for tendering stockholders of record for the purpose of receiving payments from Merger Sub and transmitting such payments to tendering stockholders whose Shares have been accepted for payment. Under no circumstances will interest be paid with respect to the purchase of Shares pursuant to the Offer, regardless of any extension of the Offer or delay in making payment for Shares.

No alternative, conditional or contingent tenders will be accepted. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of: (i) for Shares held as physical certificates, the certificates evidencing such Shares (the “Share Certificates”) or, for Shares held in book-entry form, confirmation of a book-entry transfer of such Shares into the Depositary’s account at The Depository Trust Company (“DTC”), pursuant to the procedures set forth in the Offer to Purchase; (ii) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees or, in the case of book-entry transfers of Shares, either such Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) in lieu of such Letter of Transmittal; and (iii) any other documents required by the Letter of Transmittal.

Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, tenders of Shares are irrevocable, except that they may also be withdrawn after 60 days from the commencement of the Offer, unless such Shares have already been accepted for payment by Merger Sub pursuant to the Offer. For a withdrawal to be proper and effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of such Shares, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution

(as defined in the Offer to Purchase), unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Shares. Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Offer. However, Shares that have been properly withdrawn may be re-tendered at any time prior to the Expiration Date by following one of the procedures described in the Offer to Purchase.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Merger Sub in its sole discretion.

Merger Sub reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. None of Merger Sub, the Depositary, the Information Agent (as defined below) or any other person will be under any duty to give notification of any defects or irregularities in any tenders or in any notice of withdrawal or incur any liability for failure to give any such notification.

GFN has provided Merger Sub with GFN’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares whose names appear on GFN’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing.

The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a United States Holder (as defined in the Offer to Purchase) of Shares will recognize gain or loss in an amount equal to the difference between such United States Holder’s adjusted federal income tax basis in such Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger and the amount of cash received therefor. For a more detailed description of certain U.S. federal income tax consequences of the Offer and the Merger, see the Offer to Purchase. Each holder of Shares should consult its tax advisor about the particular tax consequences to such holder of tendering Shares pursuant to the Offer, exchanging Shares in the Merger or exercising appraisal rights.

The information required to be disclosed by Rule 14d-6(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

Questions and requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at the address and telephone number set forth below. In addition, requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the Information Agent. Such copies will be furnished promptly at Merger Sub’s expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance.

Except as set forth in the Offer to Purchase, neither Merger Sub nor URNA will pay any fees or commissions to any broker or dealer or any other person for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by Merger Sub for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

The Information Agent for the Offer is:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders Call Toll Free (877) 687-1875
Banks and Brokers Call Collect (212) 750-5833

April 26, 2021

Exhibit (a)(1)(vii)

United Rentals, Inc.

100 First Stamford Place

Suite 700

Stamford, CT 06902

Telephone: 203 622 3131

Fax: 203 622 6080

United Rentals tender offer for General Finance Corporation commences

Stamford, CT– April 26, 2021 — United Rentals, Inc. (NYSE: URI) (“United Rentals”) today announced that its indirect wholly-owned subsidiary, UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”), has commenced a cash tender offer to purchase all of the outstanding shares of common stock, par value USD 0.0001 per share, of General Finance Corporation (NASDAQ: GFN) (“General Finance”) for a price of $19.00 per share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 26, 2021, and the related Letter of Transmittal and pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of April 15, 2021 (the “Merger Agreement”), among United Rentals (North America), Inc. (“URNA”), Merger Sub and General Finance.

The Offer will expire at 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, unless extended (the latest time and date at which the Offer will expire, the “Expiration Date”). Any extension of the Offer will be followed by public announcement of the extension by press release or other public announcement no later than 9:00 a.m., New York time, on the next business day after the previously scheduled Expiration Date.

URNA will file today a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.

General Finance will file today a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, which includes, among other things, the recommendation of General Finance’s board of directors that General Finance’s stockholders accept the Offer and tender their shares of General Finance common stock pursuant to the Offer.

The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) the number of shares validly tendered (and not properly withdrawn) prior to 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021 (excluding shares tendered pursuant to guaranteed delivery procedures that were not received prior to the Expiration Time) together with the shares then owned by Merger Sub, representing at least one share more than 50% of the then outstanding Shares; (ii) the expiration or early termination of the statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder and, if applicable, any contractual waiting periods under any timing agreements under the HSR Act with governmental entities with jurisdiction over enforcement of any applicable antitrust laws applicable to the transactions contemplated by the Merger Agreement, (iii) the receipt by URNA and Merger Sub of the foreign investment approval by Australian foreign investment authorities, (iv) the receipt by URNA and/or Merger Sub of all consents and/or clearances required from the New Zealand Overseas Investment Office and/or the New Zealand Minister of Finance to give effect to the Offer and the Merger, (v) the absence of a revocation or rescission of a confidentiality, non-competition and non-solicitation agreement entered into among URNA, United Rentals and Ronald Valenta, the chairman of the General Finance board of directors; (vi) the absence of a revocation or rescission of the “at-will” employment agreements among certain General Finance executive officers and management personnel with URNA or a subsidiary of URNA and the absence of an indication of intention by such employees to leave in connection with the Merger; and (vii) other customary conditions as described in this Offer to Purchase. Innisfree M&A Incorporated is acting as information agent for Merger Sub in the Offer. Continental Stock Transfer & Trust Company is acting as the depositary and paying agent in the Offer. Requests for documents and questions by stockholders relating to the Offer may be directed to Innisfree M&A Incorporated by telephone at (877) 687-1875 (shareholders toll free) or (212) 750-5833 (banks and brokers).

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. On April 26, 2021, Merger Sub and URNA will file a Tender Offer Statement on Schedule TO with the SEC and General Finance will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the Offer. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement contain important information that should be read carefully when they become available and considered before any decision is made with respect to the Offer. Those materials and all other documents filed by, or caused to be filed by, URNA, Merger Sub or General Finance with the SEC will be available at no charge on the SEC’s website at www.sec.gov. The Schedule TO Tender Offer Statement and related materials will be available for free under the “Our Company—Investor Relations—SEC Filings” section of United Rentals’ website at https://unitedrentals.gcs-web.com/sec-filings. The Schedule 14D-9 Solicitation/Recommendation Statement and such other documents will be available for free from General Finance under the “Investor Information—SEC Information” section of General Finance’s website at https://generalfinance.com/sec-information/.

Disclaimer

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. Forward-looking statements involve significant risks and uncertainties that may cause actual results to differ materially from such forward-looking statements. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement, including any such statement concerning the completion and anticipated benefits of the Offer, Merger or other transactions described in this press release (collectively, the “Transactions”), can be guaranteed, and actual results may differ materially from those projected. United Rentals undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the equipment rental industries, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe harbor provisions of the PSLRA. Actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, those described in the SEC reports filed by United Rentals and General Finance, as well as the possibility that (1) United Rentals may be unable to obtain regulatory approvals required for the Transactions or may be required to accept conditions that could reduce the anticipated benefits of the acquisition as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the Transactions may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of United Rentals and General Finance, including, without limitation, problems associated with the potential loss of any key employees of General Finance; (4) the Transactions may involve unexpected costs, including, without limitation, the exposure to any unrecorded liabilities or unidentified issues that we failed to discover during the due diligence investigation of General Finance or that are not covered by insurance, as well as potential unfavorable accounting treatment and unexpected increases in taxes; (5) our business may suffer as a result of uncertainty surrounding the Transactions, any adverse effects on our ability to maintain relationships with customers, employees and suppliers, or the inherent risk associated with entering a geographic area or line of business in which we have no or limited experience; and (6) the industry may be subject to future risks that are described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals or General Finance. United Rentals gives no assurance that it will achieve its expectations and does not assume any responsibility for the accuracy and completeness of the forward-looking statements. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of United Rentals and General Finance described in the “Risk Factors” section of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC by United Rentals or General Finance. These forward-looking statements speak only as of the date hereof. United Rentals undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. This communication is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,154 rental locations in North America and 11 in Europe. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 18,250 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers approximately 4,000 classes of equipment for rent with a total original cost of $13.78 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com.

# # #

Contact Information:

United Rentals, Inc.

Ted Grace

Office: (203) 618-7122

Cell: (203) 399-8951

Email: tgrace@ur.com

General Finance Corporation

Larry Clark

Financial Profiles, Inc.

Office: (310) 622-8223

Email: lclark@finprofiles.com

Exhibit 99.(d)(3)

STRICTLY CONFIDENTIAL

03/01/2019

United Rentals, Inc.

100 First Stamford Place Suite 700

Stamford, CT 06902

Attention:	Jeff Fenton
	Senior Vice President – Business Development

Dear Mr. Fenton:

Confidentiality of Evaluation Materials: In connection with your consideration of a possible transaction involving Project 49er (the "Company") you have requested non-public information ("information") concerning the Company. As a condition to your being furnished with such Information, you agree to treat any Information concerning the Company which is furnished to you by or on behalf of the Company, whether furnished before or after the date of this letter and regardless of the manner in which it is furnished. together with analyses, compilations, studies or other documents or records prepared by you or any of your directors, officer, employees, affiliates, agents or advisors (including, without limitation, attorneys, accountants, consultants, financial advisors and any representatives of your advisors) (collectively, "Representatives") to the extent that such analyses, compilations, studies, documents or records contain or otherwise reflect or are generated from such Information (hereinafter collectively referred to as the "Evaluation Material"), in accordance with the provisions of this agreement. The term "Evaluation Material" does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (ii) was or becomes available to you on a non-confidential basis from a source other than the Company or its advisors provided that such source is not known to you to be bound by a confidentiality agreement with the Company or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation, (iii) was within your possession prior to its being furnished to you by or on behalf of the Company provided that to your knowledge, the source of such information was not bound by a confidentiality agreement with the Company or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation, or (iv) was independently developed by you or your Representatives without reference to the Evaluation Material. Any combination of Information shall not be deemed to be within the foregoing exceptions because individual features of the Information are in the public domain.

Restrictions on Disclosure and Use: You hereby agree that the Evaluation Material will be used solely for the purpose of evaluating or implementing a possible transaction between the Company and you. and that such Evaluation Material will be kept confidential by you and your Representatives; provided, however, that (a) such Evaluation Material may be disclosed to your Representatives who need to know such information for the purpose of evaluating any such possible transaction between the Company and you (it being understood that such Representatives shall have been informed by you of the confidential and proprietary nature of the Evaluation Material, advised of this agreement and shall have an obligation to keep confidential the Evaluation Material), and (b) any disclosure of such Evaluation Material to a third party other than your Representative may be made to which the Company consents in writing prior to disclosure. In any event, you shall be responsible for any breach of this agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Evaluation Material. You further agree that the Evaluation Material that is in written form shall not be copied or reproduced at any time without the prior written consent of the Company, except for distribution to your Representatives in accordance with and subject to the provisions of this agreement.

In addition, without the prior written consent of the Company, you will not, and will direct your Representatives not to, disclose to any person (i) the existence of this agreement and that the Evaluation Material has been made available to you or your Representatives, (ii) that discussions or negotiations are taking place concerning a possible transaction between the Company and you or (iii) any terms, conditions or other facts with respect to any such possible transaction, including the status thereof. The Company may not, and will direct its Representatives not to, disclose to any person that discussions or negotiations are taking place concerning a possible transaction between you and the Company unless required by law.

In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Evaluation Material, it is agreed that you will provide the Company with prompt notice of any such request or requirement (written if practical) so that the Company may, at its expense, seek an appropriate protective order or waive your compliance with the provisions of this agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, you are, after consultation with the Company and after providing the Company with written opinion of legal counsel to that effect, legally compelled to disclose Evaluation Material, you may disclose only that portion of the Evaluation Material which you are legally compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the Evaluation Material which is being disclosed. In any event, you will not oppose action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material.

Non-Solicitation: You agree not to, and will cause your Representatives not to, initiate or maintain contact (except for those contacts made in the ordinary course of business) in connection with a potential transaction between you and the Company with any officer, director or employee of the Company or any other third party with whom the Company has a business relationship (including customers or suppliers) regarding the Company's business, operations, prospects or finances, except with the express written permission of the Company.

For a period of three (3) years from the date of this Agreement (the “Restricted Period”), both you and the Company agree not to, without the prior written consent of the other party, directly or indirectly through any of its subsidiaries or affiliates, solicit to employ or cause to be solicited for employment, any officer or management-level employee who was employed by the other party or any of its subsidiaries or affiliates at any time during the Restricted Period and who (or whose performance) became known to the other party as a result of the potential transaction; provided, however, that the foregoing provision will not prevent either party or its subsidiaries or affiliates from hiring any person (a) who contacts such party in response to a bona fide public advertisement/posting for employment placed by such party or its subsidiaries or affiliates and not specifically targeted at the other party's or its subsidiaries' or affiliates' employees, (b) who has been terminated by the other party or its subsidiaries or affiliates, (c) recruited through normal recruiting processes, or (d) who has not been employed by the other party or its subsidiaries or affiliates during the twelve (12) months preceding any such hiring action by such party or its subsidiaries or affiliates.

It is understood that Oppenheimer & Co. Inc., in its capacity as financial advisor to the Company, will arrange for appropriate contacts for due diligence purposes. All (i) communications regarding this transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings. and (iv) discussions or questions regarding procedures, will be submitted or directed to Oppenheimer & Co. Inc.

Standstill: In consideration of your being furnished the Evaluation Materials and in view of the fact that the Evaluation Material consists and will consist of confidential, non-public and proprietary information. you agree that for a period of three (3) years from the date of this agreement, that, without the prior written consent of the Company, neither you nor any of your affiliates will, directly or indirectly, alone or in concert with others: (i) purchase, offer or agree to purchase, or announce an intention to purchase any securities or assets of the Company or any subsidiary or rights or options to acquire the same; (ii) make, or in any way participate in any “solicitation” of “proxies” to vote or “consents” (as such terms are used in the rules and regulations of the Securities and Exchange Commission), or seek to advise or influence any person with respect to the voting of any voting securities of the Company; (iii) initiate or support any stockholder proposal with respect to the Company; (iv) make any statement or proposal to the board of directors of the Company, any of the Company's Representatives or any of the Company's stockholders regarding, or make any public statements and/or announcement with respect to, or submit a proposal for, or offer of (with or without conditions) any business combination, merger, tender offer, restructuring, recapitalization, or acquisition of the Company's securities or assets, representation on the Company's board of directors, extraordinary transaction involving the Company or its securities, assets or business or any subsidiary or division thereof, or of any successor thereto or any controlling person thereof; (v) seek or propose to influence or control the Company's management, board of directors, policies or affairs; (vi) disclose any intention, plan or arrangement inconsistent with the foregoing; (vii) form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") in connection with any of the foregoing, (viii) take any action that, in the sole judgment of the Company, may require the Company to make a public announcement concerning any of the foregoing, or (ix) encourage any of the foregoing. Notwithstanding the foregoing provisions of this paragraph, the restrictions of this paragraph shall terminate and be of no further force and effect if the Company enters into a definitive agreement with respect to, or publicly announces that it plans to enter into, a transaction involving all or a controlling portion of the Company's equity securities or all or substantially all of the Company's assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization, restructuring, sale, equity issuance or otherwise).

No Warranty: You understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material, on the part of the Company or Oppenheimer & Co. Inc. You agree that none of the Company, Oppenheimer & Co. Inc. or any of their respective affiliates or representatives shall have any liability to you or any of your Representatives by virtue of this agreement. Solely for the purposes of this paragraph, the term "information" is deemed to include all information furnished by Oppenheimer & Co. Inc. to your or your Representatives and in connection with the proposed transaction, regardless of whether such information is or continues to be subject to the confidentiality provisions hereof. It is understood that the scope of any representations and warranties to be given by the Company will be negotiated along with other terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions between you and the Company progress to such a point.

Ownership and Return of the Evaluation Material: All Evaluation Material disclosed by the Company shall be and shall remain the property of the Company. In the event that the parties do not proceed with the transaction that is the subject of this letter within a reasonable time or within five days after being so requested by the Company, and subject to (i) applicable law, rule and regulation and your and your Representatives' respective document retention policies and procedures and professional obligations and (ii) your and your Representatives' respective security, disaster recovery and/or internal procedures regarding retention of archival copies of the Confidential Information in archived computer system backup, you shall return or destroy all documents thereof furnished to you by the Company. Subject to (i) or (ii), you will also return to Company or destroy all written material. memoranda. notes, copies, excerpts and other writings or recordings whatsoever prepared by you or your Representatives based upon, containing or otherwise reflecting (in whole or in part) any Evaluation Material. Any destruction of materials shall be verified by you in writing by one of your duly authorized officers. Any Evaluation Material that is not returned or destroyed, including without limitation, any oral Evaluation Material. shall remain subject to the confidentiality obligations set forth in this agreement.

No Obligation: You agree that unless and until a definitive agreement regarding a transaction between the Company and you has been executed, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this agreement except for the matters specifically agreed to herein. For the purposes of this paragraph. the term "definitive agreement" does not include an executed letter of intent of any other preliminary written agreement. nor does it include any written or oral acceptance of an offer or bid by any party hereto. You further acknowledge and agree that the Company reserves the right. in its sole discretion. to reject any and all proposals made by you or any of your Representatives with regard to a transaction between the Company and you. to terminate discussions and negotiations with you or your Representatives at any time and to conduct any process for a transaction involving the Company as it may determine.

Remedies: It is understood and agreed that money damages would not be a sufficient remedy for any breach of this agreement and that the Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the Company. in the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party or its Representatives have breached this agreement, then such party shall reimburse the other party for its reasonable out of pocket legal fees and expenses actually incurred in connection with such litigation. including any appeals therefrom.

No Waiver: You acknowledge and agree that no failure or delay by the Company or Oppenheimer & Co. inc. in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right. power or privilege hereunder.

Governing Law; Jurisdiction: This agreement shall be governed and construed in accordance with the laws of the State of Delaware. regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. You agree, on behalf of yourself and your Representatives, to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if and only if such state court lacks subject matter jurisdiction, the federal courts of the United States in each case located in the City of Wilmington. Delaware and the County of New Castle to resolve any dispute relating to this agreement and waive any right to move to dismiss or transfer any such action brought in any such court on the basis of any objection to personal jurisdiction or venue.

Securities Law Compliance: Each party hereby acknowledge and agree that: (a) the Evaluation Material may contain or constitute material non-public information concerning the Company and its affiliates: and (b) trading in the Company's or your securities while in possession of material. nonpublic information or communicating that information to any other person who trades in such securities could subject a party to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder. including Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. Each party hereby agrees that it and its controlled affiliates will not trade in the other party's securities while in possession of material, nonpublic information or at all until such party and its controlled affiliates can do so in compliance with all applicable laws and without breach of this agreement.

No Waiver of Privilege: To the extent that any Evaluation Material includes materials subject to the attorney-client privilege, the Company is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges, or similar protections and privileges as a result of disclosing any Evaluation Material (including Evaluation Material related to pending or threatened litigation) to you or any of your Representatives.

Terms of this agreement control: The terms of this agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database, or similar repository of Evaluation Material to which you or any of your Representatives is granted access in connection with the evaluation, negotiation, or consummation of a transaction with the Company and/or its stockholders, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature. "clicking" on an "I Agree" icon, or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the confidentiality obligations with respect to Evaluation Material are exclusively governed by this agreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto.

Severability: If any provision of this agreement, or the application thereof shall he held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement and such provision as applied to other persons, places. or circumstances shall remain in full force and effect.

Notices: All notices, requests. consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile, email, or other electronic delivery (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out in this agreement.

Assignment: Neither this agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party. Any purported assignment without such consent shall be void and unenforceable. Any purchaser of the Company or• all or substantially all of the assets of the Company shall be entitled to the benefits of this agreement, whether or not this agreement is assigned to such purchaser.

Entire Agreement: This agreement sets forth the entire understanding and agreement of the parties hereto and supersedes all previous communications, negotiations and agreements, whether oral or written, with respect to the subject matter hereof and may be modified or waived only by a separate letter executed by the Company and you expressly so modifying or waiving such agreement.

Term: This agreement shall terminate and he of no further force and effect three (3) years from the date hereof.

This agreement may be executed in two or more counterparts, each of which shall be deemed to be an original. but all of which shall constitute one and the same agreement. Please confirm that the foregoing is in accordance with your understanding of our agreement by signing and returning to us a copy of this letter.

Very truly yours,

OPPENHEIMER & CO. INC.

On behalf of
Project 49er

By:	/s/ Matthew Hudson
	Matthew Hudson
	Managing Director

Accepted and agreed as of the date first written above:

United Rentals. Inc.

By:	/s/ Jeff Fenton
	Jeff Fenton
	Senior Vice President -- Business Development

Exhibit 99(d)(4)

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) among United RENTALS, INC., UNITED RENTALS (NORTH AMERICA), iNC., both Delaware corporations, each having a principal place of business at 100 First Stamford Place – Suite 700, Stamford, CT 06902 (United Rentals, Inc. and its subsidiaries and other affiliates are referred to collectively as “URI” or the “Company”) and _______ (“Employee” or “you”) is hereby entered into as of April [•], 2021. [Contingent upon the Closing of the Merger (each, as defined below), this Agreement will replace the existing employment arrangement between Employee and [General Finance Corporation][Pac-Van, Inc., an Indiana corporation and wholly owned subsidiary of General Finance Corporation], dated as of [•] (the “Existing Employment Agreement”).]

Recitals:

United Rentals (North America), Inc. (“Parent”), General Finance Corporation (“General Finance”), a Delaware corporation, and UR Merger Sub VI Corporation (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Parent, have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), which provides for the merger of Merger Sub with and into General Finance (the “Merger”), with General Finance surviving the Merger, in a cash tender offer to acquire any and all of the outstanding Shares of General Finance in cash, as more fully described in, and pursuant to the terms of, the Merger Agreement. Employee understands and agrees that Employee’s post-employment obligations under this Agreement may be enforced by URI and/or General Finance. Capitalized terms that are used but not defined herein have the meaning set forth in the Merger Agreement.

Employee is a Key Employee, may own Shares or hold certain Company Equity Awards and acknowledges and agrees that, by virtue of the Merger, Employee will receive direct and substantial economic benefit in exchange for the sale, conveyance, transfer, assignment and delivery of all of Employee’s direct ownership interests in General Finance, including the “single-trigger” treatment of Employee’s Company Equity Awards as further described in the letter agreement of even date herewith. Further, in order to induce URI to enter into the Merger Agreement and to induce URI to consummate the Merger, Employee has agreed to enter into this Agreement.

URI engages in the business of renting and selling equipment and merchandise to the commercial and general public, including construction equipment, earthmoving equipment, aerial work platforms, traffic safety equipment, trench safety equipment, pumps, tanks, filtration, power and HVAC equipment, industrial equipment, sanitation equipment, landscaping equipment, home repair equipment, maintenance equipment, contractor supplies, general tools, light equipment and specialty equipment, as well as the buying of companies that engage in such activities, along with the training and computer systems designed, developed and utilized with respect to support any of the foregoing. URI may in the future also engage in other businesses, including, for the avoidance of doubt, the businesses of General Finance following the Closing.

Employee is or will be employed by the Company in a confidential relationship where Employee, in the course of his or her employment with the Company, and in exchange for Employee’s confidentiality obligations, has become and/or will become familiar with and aware of confidential information which was established and maintained at great expense to the Company; this information is Confidential Information and/or a Trade Secret (as defined below) and constitutes valuable goodwill of the Company. The protection of these Trade Secrets and Confidential Information is of critical importance to the Company.

The Company will sustain irreparable harm if Employee should violate the provisions of this Agreement. Monetary damages for such losses would be extremely difficult to calculate and would be inadequate to fully compensate the Company.

NOW, THEREFORE, in consideration for URI to enter into the Merger Agreement and to consummate the Merger contemplated thereby, the “single-trigger” treatment of Company’s Equity Awards, and without limitation of the Company’s employment of Employee on an at-will basis[, and the Company’s agreement to Section 3.1,] as well as the entrustment of customer relationships/goodwill, and the provision of access to the Company’s Trade Secrets and Confidential Information (both as defined below), the Employee acknowledges that sufficient consideration is being granted in exchange for the terms and provisions contained herein, including, but not limited to, the non-compete provisions contained in Section 3 hereof and the assignment provision contained in Section 10(c) hereof. For the mutual promises, terms, covenants and conditions set forth herein and the performance of each, it is hereby agreed as follows:

1. Employment At Will; Full Time, Etc.

(a)

Employee is employed on at-will basis. Employee’s employment may be terminated by the Company or by the Employee, at any time, for any reason or no reason, without notice or cause.

(b)

During Employee’s employment, Employee shall devote his or her full time and attention and use his or her best efforts to promote and further the business and services of the Company and shall not be engaged in any other business activity pursued for gain, profit or other pecuniary advantage without the prior written consent of the Company. Employee shall faithfully adhere to, execute and fulfill all policies established by the Company.

(c)

All funds received by Employee on behalf of the Company, if any, shall be held in trust for the Company and shall be delivered to the Company as soon as practicable. Although the Company will reimburse Employee for appropriate and properly-documented expenses that are incurred by Employee on behalf of the Company in accordance with Company policies in effect from time to time, Employee shall not seek reimbursement for, or utilize a Company credit card or funds for, personal or inappropriate expenses at any time.

(d)

Employee agrees and acknowledges that if Employee is eligible to receive commissions, bonuses or other incentive pay (referred to collectively as “Incentive Compensation”), such Incentive Compensation, if any, shall be calculated in accordance with the applicable Company policies, procedures and/or plans that are in effect at that time. Employee understands and agrees that it is his or her responsibility to review such policies, procedures and/or plans as needed to ensure his or her comprehension. Employee agrees to raise any questions he or she has about such policies, procedures and/or plans with his or her supervisor or the Human Resources department. Employee further agrees and acknowledges that all applicable Company policies, procedures and/or plans may be revoked or amended at the Company’s sole discretion and at any time without advance notice to Employee.

2. Trade Secrets; Confidentiality and Company Property. During and at all times after Employee’s employment with the Company:

(a)

Employee will not communicate or disclose to any person or entity, without the Company’s prior written consent, any Trade Secrets or other Confidential Information (as defined below), whether prepared by Employee or others;

(b)

Employee will not, except in the furtherance of the business of the Company, use any Trade Secrets or other Confidential Information in order to solicit, call upon or do business with any person or entity;

(c)

Employee will not directly or indirectly use any Trade Secrets or other Confidential Information other than as directed by the Company in writing;

(d)

Employee will not, except in the furtherance of the business of the Company, copy, delete, remove and/or retain any Trade Secrets or other Confidential Information, whether in electronic, paper, or other form, from the premises of the Company, or from Company servers, computers, cellular/mobile phones, smartphones, tablets, or other devices, without the prior written consent of the Company;

(e)

All products, correspondence, reports, records, charts, customer contact information, advertising materials, designs, plans, manuals, field guides, memoranda, lists and other property compiled or produced by Employee or delivered or made available to Employee by or on behalf of the Company or by its customers (including, but not limited to, customers solicited by the Employee), whether or not Confidential Information, shall be and remain the property of the Company, shall be subject at all times to its direction and control, and shall be returned immediately whenever demanded/requested by the Company;

(f)

Upon termination of employment for any reason whatsoever, or upon request at any time, Employee shall, immediately and in no event more than three (3) business days thereafter: (i) turn over to the Company, and not maintain any copy of, all Company property, data, and information, including, but not limited to, any customer names, contact information, or other customer data stored in any Company or personal cellular/mobile phone, smartphone, tablet, personal computers or other electronic device(s) (collectively, “Devices”), as well as backups of any Device stored on any other Device or in any location (“Backups”); (ii) provide to the Company, in writing, all user names, IDs, passwords, pin codes, and encryption or other access/authorization keys/data utilized by Employee with respect to any Company Devices, computers, hardware or services; (iii) comply with all exit interview and/or termination processes utilized by the Company; (iv) promptly deliver to the Company all originals and copies (whether in note, memo or other document form or on/in the Device(s), Backups, USB drive(s), hard drive(s), video, audio, computer tapes, discs, electronic media, cloud-based accounts, other formats now known or hereinafter devised, or otherwise) of all Trade Secrets or other Confidential Information, and all property identified in Section 2(e) above, that is in Employee’s possession, custody or control, whether prepared by Employee or others, including, but not limited to, the information described above in this Section 2(f); (v) tender to the Company all Company property, including but not limited to any Device(s), Backups, USB drive(s), hard drive(s), video, audio, computer tapes, discs, electronic media, cloud-based accounts, or other electronic devices or formats now known or hereinafter devised, on which Employee stored any Confidential Information or Trade Secrets; and (vi) arrange with the Company a safe, secure, and complete removal/deletion of any and all remaining electronic copies of any such data or information, including, but not limited to, the information described above in this Section 2(f);

(g)

“Trade Secrets” shall mean all information not generally known about the business of the Company, which is subject to reasonable efforts to maintain its secrecy or confidentiality, and from which the Company derives economic value from the fact that the information is not generally known to others who may obtain economic value from its disclosure or use, regardless of whether such information is specifically designated as a trade secret, and regardless of whether such information may be protected as a trade secret under any applicable law. Employee acknowledges that the Company’s Trade Secrets are owned by the Company in Connecticut, and that Employee will access, utilize, and/or obtain such Trade Secrets.

(h)

“Confidential Information” includes, but is not limited to:

(i)

business, strategic and marketing plans and forecasts, and the past results of such plans and forecasts;

(ii)

business, pricing and management methods, as well as the accumulation, compilation and organization of such information;

(iii)

operations manuals and best practices memoranda;

(iv)

finances, strategies, systems, research, surveys, plans, reports, recommendations and conclusions;

(v)

arrangements with, preferences, pricing history, transaction history, identity of internal contacts or other proprietary business information relating to, the Company’s customers, equipment suppliers, manufacturers, financiers, owners or operators, representatives and other persons who have business relationships with the Company or who are prospects for business relationships with the Company;

(vi)

technical information, work product and know-how;

(vii)

cost, operating, and other management information systems, and other software and programming developed, maintained and/or utilized by the Company;

(viii)

the name of any company or business, any part of which is or at any time was a candidate for potential acquisition by the Company, together with all analyses and other information which the Company has generated, compiled or otherwise obtained with respect to such candidate, business or potential acquisition, or with respect to the potential effect of such acquisition on the Company’s business, assets, financial results or prospects; and

(ix)

the Company’s Trade Secrets (note that some of the information listed above may also be a Trade Secret).

Employee understands that the Company’s Confidential Information includes not only the individual categories of information identified in this Section 2, but also the compilation and/or aggregation of the Company’s information, which is and has been compiled/aggregated via significant effort and expense and which has value to the Company and to the Company’s employees as used in furtherance of the Company’s business.

(i)

IMPORTANT NOTICE TO ALL EMPLOYEES UNDER 18 U.S.C. SECTION 1833(B): Although the Company is committed to the protection of its Confidential Information and/or Trade Secrets, Employee should be aware that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.

3. Non-Compete Provisions. The following covenants are made by Employee in partial consideration for URI to enter into the Merger Agreement and to consummate the Merger contemplated thereby, the “single-trigger” treatment of Company’s Equity Awards, and without limitation of the Company’s employment of Employee on an at-will basis[, and the Company’s agreement to Section 3.1,] as well as the entrustment of customer relationships/goodwill, and the provision of access to the Company’s Trade Secrets and Confidential Information. Such covenants were material inducements to the Company in deciding to enter into the Merger Agreement and invest in Employee and giving Employee access to the Company’s Trade Secrets, Confidential Information, customer relationships and goodwill.

(a)

During Employee’s employment by the Company and for a period of 12 months following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not, directly or indirectly (whether through affiliates, relatives or otherwise):

(i)

in any Restricted Area (as hereinafter defined), be employed or retained by any person or entity who or which then competes with the Company in the Restricted Area to any reasonable extent, or directly or indirectly own any interest in any such person or entity or render to it any consulting or other services or any advice, assistance or other accommodation. Employee shall be deemed to be employed or retained in the Restricted Area if Employee has an office in the Restricted Area or if Employee performs any duties or renders any advice in, or with respect to any competitive facility or business activities in, the Restricted Area. A “Restricted Area” means each of:

(A)

Australia, New Zealand, any state in the United States and any provinces in Canada in which the Company conducts any equipment rental or other equipment-related activity, including portable storage, modular space and liquid containment solutions, it being agreed that each state and province is one unitary market for purposes of the Company’s business;

(B)

the states of 1) Alabama, 2) Alaska, 3) Arizona, 4) Arkansas, 5) California, 6) Colorado, 7) Connecticut, 8) Delaware, 9) Florida, 10) Georgia, 11) Hawaii, 12) Idaho, 13) Illinois, 14) Indiana, 15) Iowa, 16) Kansas, 17) Kentucky, 18) Louisiana, 19) Maine, 20) Maryland (including the District of Columbia), 21) Massachusetts, 22) Michigan, 23) Minnesota, 24) Mississippi, 25) Missouri, 26) Montana, 27) Nebraska, 28) Nevada, 29) New Hampshire, 30) New Jersey, 31) New Mexico, 32) New York, 33) North Carolina, 34) North Dakota, 35) Ohio, 36) Oklahoma, 37) Oregon, 38) Pennsylvania, 39) Rhode Island, 40) South Carolina, 41) South Dakota, 42) Tennessee, 43) Texas, 44) Utah, 45) Vermont, 46) Virginia, 47) Washington, 48) West Virginia, 49) Wisconsin, and 50) Wyoming; and the Canadian Provinces of 1) New Brunswick, 2) Newfoundland and Labrador, 3) Nova Scotia, 4) Ontario, 5) Prince Edward Island, 6) Quebec, 7) Manitoba, 8) Saskatchewan, 9) Alberta, and 10) British Columbia;

(C)

a 50 mile radius from any and all Company locations for which Employee performed services, or had management, sales or other responsibilities, at any time during the two year period preceding the termination of his or her employment;

(D)

the geographic area(s) in which or in relation to which Employee shall have performed any duties, or had management, financial, sales, corporate, or other responsibilities, for the Company during the two year period preceding the termination of his or her employment; and

(E)

the geographic area(s) in which or about which Employee had involvement in the development, review, use, presentation, or implementation of Confidential Information during the two year period preceding the termination of his or her employment.

(ii)

Be employed or retained anywhere in the United States, Australia, Canada or New Zealand by a Similar Entity (as hereinafter defined), or directly or indirectly own any interest in any Similar Entity or render to it any consulting or other services. A “Similar Entity” means each of:

(A)

each of the following: 1) 1-800-PACK-RAT, 2) Aggreko, 3) Ahern Rentals, 4) ATCO Structures & Logistics, 5) Ausco Modular (Algeco Scotsman), 6) Boxman Containers, 7) BOXX Modular, 8) CAT Rental, 9) Coates Hire, 10) ContainerCo, 11) CSL Containers, 12) Design Space, 13) Eagle Leasing, 14) H & E Equipment, 15) Haulaway Storage Containers, 16) Herc Rentals, 17) Home Depot (rental operations), 18) McGrath RentCorp, 19) Mobile Mini, 20) PODS, 21) Rain For Rent, 22) SCF Group (Simply Containers), 23) Satellite Shelters, 24) Sunstate Equipment, 25) Sunbelt Rentals, 26) Synergy Equipment, 27) Tradecorp Group, 28) Vanguard Modular, 29) WillScott, 30) any company that competes with the Company and is listed on the most recent “RER 100” list, and 31) any affiliate or dealer of any of the foregoing;

(B)

any entity which at any time during the term of Employee’s employment was a candidate for acquisition by or merger with the Company (provided Employee was aware of the possibility of such acquisition or merger); and

(C)

any entity which owns or owned any assets or facility which were acquired by the Company (provided Employee was involved in or otherwise related to such acquisition).

(b)

During his or her employment by the Company and for a period of 12 months immediately following the termination of Employee’s employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not anywhere directly or indirectly (whether as an owner, partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons):

(i)

solicit or accept the business of, call upon, contact, or communicate with any person or entity, or affiliate of any such person or entity, who or which is or was a customer, business prospect or other person who had a business relationship with the Company resulting in and/or for the purpose of providing or obtaining any product or service reasonably deemed competitive with any product or service then offered by the Company; provided, however, that this limitation shall apply only with respect to persons or entities with whom Employee had a business relationship, with whom Employee communicated, with whom Employee transacted business, or about whom Employee had Confidential Information while employed by the Company;

(ii)

approve, solicit or retain, or discuss the employment or retention (whether as an employee, consultant or otherwise) of any person who was an employee of the Company at any time during the one year period preceding the termination of Employee’s employment by the Company. Nothing in this section restricts employees from engaging in protected activities with other employees concerning their wages, hours, and working conditions as set forth in Section 7 of the National Labor Relations Act;

(iii)

solicit or encourage any person to leave the employ of the Company;

(iv)

call upon or assist in the acquisition of any company which was, during the one-year period preceding the termination of Employee’s employment by the Company, the target of possible acquisition by the Company (provided Employee was aware of the possible acquisition); or

(v)

own any interest in or be employed by or provide any services to any person or entity which engages in any conduct which is prohibited to Employee under this Section 3(b) (this provision shall not prohibit Employee’s ownership of less than 5% of the outstanding common stock of a publicly-traded company).

(c)

Before taking any position with any person or entity during the 12 month period following the termination of his or her employment for any reason, with or without cause or by resignation, Employee will give prior written notice to the Company of the name of such person or entity, as well as the assigned location, duties and responsibilities related to the position under consideration by Employee. Employee understands and expressly agrees that the obligation to provide written notice under this Section 3(c) is a material term of this Agreement, and that the failure to provide such notice shall be a material breach of this Agreement, and shall constitute a presumption that any employment about which he or she failed to give notice violates Section 3(a) and/or would necessarily result in a violation of Section 3(b) of this Agreement. Irrespective of whether such notice is given, the Company shall be entitled to advise any person or entity of the provisions of this Agreement, and to correspond and otherwise deal with any person or entity to ensure that the provisions of this Agreement are enforced and duly discharged. Employee acknowledges that Employee has not signed a confidentiality, non-competition or non-solicitation agreement with any former employer that by its terms remains in effect.

(d)

All time periods in Section 3 of this Agreement shall be computed by excluding from such computation any time during which Employee is in violation of any provision of this Agreement and any time during which there is pending in any court of competent jurisdiction any action (including any appeal from any final judgment) brought by any person, whether or not a party to this Agreement, in which action the Company seeks to enforce the agreements and/or covenants in this Agreement or in which any person contests the validity of such agreements and/or covenants or their enforceability or seeks to avoid their performance or enforcement.

(e)

Employee understands that the provisions of this Agreement have been carefully designed to restrict his or her activities to the minimum extent that is consistent with law and the Company's legitimate interests. Employee has carefully considered these restrictions, and Employee confirms that they are reasonable in both duration and geographic scope and will not unduly restrict Employee’s ability to obtain a livelihood. Employee has heretofore engaged in businesses other than the business in which Employee will be engaged on behalf of the Company. Employee acknowledges and agrees that Employee has had the opportunity to discuss this Agreement and all of its terms with Employee’s attorney before signing this Agreement.

(f)

Employee acknowledges that monetary damages will be inadequate and the Company will be irreparably damaged if the provisions of this Agreement are not specifically enforced. Employee agrees that, in the event of a breach or threatened breach of this Agreement, the Company shall be entitled, among other remedies (i) to an injunction temporarily, preliminarily, and/or permanently restraining any violation of this Agreement (without any bond or other security being required) by Employee and by any person or entity to whom Employee provides or proposes to provide any services in violation of this Agreement, (ii) to require Employee to hold in a constructive trust, account for and pay over to the Company all compensation and other benefits which Employee shall derive as a result of any action or omission which is a violation of any provision of this Agreement and (iii) to require Employee to account for and pay over to the Company any net profit earned by the Employee from the exercise and/or vesting, during the 12-month period prior to the termination of his or her employment, of any stock options and/or restricted stock issued to him/her by the Company.

(g)

The terms and provisions of this Section 3 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement will thereby be affected. The courts enforcing this Agreement shall be entitled to reform or modify the duration, scope or other provision of any restriction contained herein to the extent such restriction would otherwise be unenforceable, and such restriction as reformed/modified shall be enforced.

3.1 [Severance. Following the Closing, the severance provisions set forth in the Existing Employment Agreement will continue to apply (including, for the avoidance of doubt, the definitions of “Cause” and “Good Reason” set forth therein); provided, however, that Employee agrees by acceptance of this Agreement that Employee’s employment with the Company following Closing will not constitute “Good Reason” by nature of the Company [(a) hiring or employing a [title] senior to Employee unless Employee is promoted to a title or role senior to [title]; or (b)] assignment of duties and responsibilities that are materially beneath those of [title] with [General Finance.][Pac-Van, Inc.]]

4. Inventions and Intellectual Property. Employee shall promptly disclose to the Company any and all conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by Employee, solely or jointly with another, during or after regular hours of employment, during the period of employment or within one year thereafter, and which are related to the business or activities of the Company or which Employee conceives as a result of his or her employment by the Company, and Employee hereby assigns and agrees to assign all Employee’s interests therein to the Company or its nominee. Employee also agrees that all works created by him/her are considered work made for hire and prepared by Employee within the scope of his/her employment by the Company and Employee further agrees to assign, and hereby does assign automatically, all such future work to the Company. Whenever requested to do so by the Company, Employee shall execute any and all applications, assignments or other instruments that the Company shall deem necessary to apply for and obtain any patent or copyright in the United States or any foreign country or to otherwise protect the Company's interest therein. These obligations shall continue beyond the termination of employment with respect to inventions, improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by Employee during the period of employment or within one year thereafter, and shall be binding upon Employee’s assigns, executors, administrators and other legal representatives.

5. Jurisdiction, Arbitration & Attorneys’ Fees.

(a)

Consent to Personal Jurisdiction. Employee hereby agrees that the interpretation and enforcement of the provisions of this Agreement shall be resolved and determined exclusively by the state court sitting in Fairfield County, Connecticut or the federal courts in the District of Connecticut and Employee hereby consents that such courts be granted exclusive jurisdiction for such purpose. Employee hereby acknowledges that, in the performance of his or her duties, Employee will maintain significant contacts with the Company’s corporate offices and/or infrastructure in Connecticut, including, without limitation, telephone and email contacts with corporate personnel, access to corporate databases and other data and intellectual property maintained in Connecticut, required attendance at certain training and/or strategic meetings, and payment of business related travel and entertainment expenses.

(b)

Waiver of Jury Trial. Employee and the Company hereby waive a trial by jury in all legal disputes brought pursuant to this Agreement.

(c)

Waiver of Service. Employee agrees to waive formal service of process under any applicable federal or state rules of procedure. Service of process shall be effective when given in the manner provided for notices hereunder.

(d)

Arbitration of Certain Claims by Employee.

(i)

Any and all claims by Employee relating to any matter arising during or after the employment of the Employee by Company or in connection with the cessation of said employment shall be resolved exclusively by arbitration conducted by one arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures established by the American Arbitration Association (AAA). The Company will provide a copy of these Rules to Employee on request. The decision of the arbitrator will be final and binding on both parties. (Note that this arbitration provision shall not apply to any claims by the Company against Employee or any matters within the scope of Section 5(a)).

(ii)

The claims and disputes to be arbitrated under this Section 5(d) (“Arbitrable Claims”) include, without limitation, disputes or claims arising under (A) federal, state, and local statutory or common law (examples include, but are not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, and the Americans with Disabilities Act), (B) the law of contract and (C) the law of tort.

(iii)

Each Arbitrable Claim shall automatically expire unless Employee begins arbitration for the claim no later than the first anniversary of the day on which the Employee learned or reasonably should have learned that he or she may have such claim.

(iv)

No Arbitrable Claim may be initiated or maintained on a putative or certified class, collective or multi-party action basis either in a court or in Arbitration. Any Arbitrable Claim purporting to be brought as a putative or certified class, collective or multi-party action basis will be decided under these rules as an individual claim in Arbitration.

(v)

No language in this document is intended to limit in any way Employee’s rights under the National Labor Relations Act (“NLRA”), and any claims under the NLRA are specifically excluded from the arbitration provisions described above.

(e)

Attorneys’ Fees. If Employee breaches any of the covenants set forth in this Agreement, or brings any action challenging this Agreement or its enforcement, Employee agrees to pay all costs (including reasonable attorneys’ fees) incurred by the Company in establishing that breach and/or in otherwise defending or enforcing any of the covenants or provisions of this Agreement.

6. Suits Against Company.

(a)

Both during and after the term of employment hereunder, Employee covenants that Employee will not bring suit or file counterclaims against the Company, for corporate misconduct (which for this purpose does not mean matters for which Employee has a personal claim against the Company in his or her capacity as an employee), unless both of (i) and (ii) shall have occurred, namely:

(i)

Employee shall have first made written demand to the Company's Board of Directors to investigate and deal with such misconduct, and

(ii)

The Board of Directors shall have failed within 45 days after the date of receipt of such demand to establish a Special Litigation Committee, consisting exclusively of outside directors, to investigate and deal with such misconduct.

(b)

Without limiting the generality of and to further implement the foregoing, Employee irrevocably and unconditionally consents at the option of the Company to the entry of temporary restraining orders and temporary and permanent injunctions (without posting bond or other security) against the filing of any action or counterclaim that is prohibited hereunder.

(c)

The opinion of the Board of Directors shall be binding and conclusive on the determination of which directors constitute “outside directors,” and the determination of the Special Litigation Committee shall be binding and conclusive on all matters relating to the actual or alleged misconduct which is referred to it as aforesaid.

7. Cooperation in Proceedings. During and after the termination of Employee’s employment, Employee will cooperate fully at reasonable times with the Company in all litigations, investigations, and/or regulatory proceedings on which the Company seeks Employee’s assistance and as to which Employee has any knowledge or involvement. Without limiting the generality of the foregoing, Employee will testify at such litigations and other proceedings, and will cooperate with counsel to the Company in preparing materials and providing information regarding such matters. Except as required by law and/or related to an investigation by a government agency, Employee will not in any way cooperate or assist any person or entity in any matter which is adverse to the Company. Employee understands that nothing in this Agreement shall limit Employee’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity or from cooperating with any government investigation, making a truthful statement or complaint to law enforcement or a government agency, testifying under oath to law enforcement or a government agency, or from complying with a properly-served and lawfully-issued subpoena or similar order issued by a government agency or court of competent jurisdiction.

8. Acknowledgment. Employee acknowledges that the covenants contained in Sections 2, 3 and 4 of this Agreement are separate from, in addition to, and not in substitution for, the restrictive covenants to which Employee may be subject pursuant to his or her employment agreement, non-compete agreement, restrictive covenants agreement or other agreements with General Finance or any of its subsidiaries or affiliates. The post-employment restricted periods described above shall run simultaneously (and not be added on to) the post-termination restriction periods set forth in such employment or other agreements. Employee further acknowledges that nothing in this Agreement is intended to limit or curtail the covenants in such other agreements.

9. Effectiveness. This Agreement shall become effective as of, and shall be conditioned upon the occurrence of, the Closing. This Agreement will automatically become null and void in the event the Merger Agreement is terminated in accordance with its terms prior to the Closing.

10. Miscellaneous.

(a)

This Agreement is not a promise of employment. There are no oral representations, understandings or agreements with the Company or any of its officers, directors or employees covering the same subject matter as this Agreement. This written Agreement is the final, complete and exclusive statement and expression of the agreement between the Company and Employee and of all the terms of this Agreement, it cancels and supersedes all prior agreements with respect to the subject matter hereof, and it cannot be modified, varied, contradicted or supplemented by evidence of any prior, contemporaneous or subsequent oral agreement(s), or any prior written agreement(s). Notwithstanding the foregoing, in the case of any Restricted Stock Unit Agreement (“RSU Agreement”) between Employee and the Company, Employee understands that any post-employment obligations contained in such RSU Agreement(s) are independent of and in addition to those contained in this Agreement. Employee also understands and agrees that Employee’s role, responsibilities, and terms of employment may change over time, and that any such change will not affect the validity or enforceability of this Agreement. This written Agreement may not be later modified, varied, contradicted, or supplemented except by a further writing signed by the Company and Employee, and no term of this Agreement may be waived except by a writing signed by the party waiving the benefit of such terms.

(b)

No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any subsequent default or breach of the same or any other term, condition or covenant contained herein. This Agreement is intended, among other things, to supplement the applicable common and/or statutory laws and does not in any way abrogate any of the obligations or duties Employee otherwise owes to the Company.

(c)

This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective heirs, legal representatives, successors and permitted assigns. Employee may not assign either this Agreement or any of Employee’s rights, interests or obligations hereunder. Employee hereby agrees and acknowledges that the Company may assign any or all of its rights and interest hereunder, including, but not limited to, Employee’s agreements contained in Section 2 and Section 3 hereof, without the consent of Employee, to any person or entity that acquires any of the assets of the Company, or to any affiliate of the Company, or to any entity with which the Company merges or consolidates.

(d)

Whenever any notice is required hereunder, it shall be given in writing addressed as follows:

	To the Company:	100 First Stamford Place – Suite 700
		Stamford, CT 06902
		Attn: Human Resources Department

	To Employee:	To the home address Employee last provided to the Company’s Human Resources department

Notice shall be deemed effective: (a) five business days after the document is deposited in the U.S. mail (provided it is sent via first class mail, certified, return receipt requested); (b) one business day after the document is delivered to a nationally recognized air courier for next day delivery; and/or (c) upon personal delivery. Either party may change the address for notice by notifying the other party of such change in accordance with this paragraph. Any failure by Employee to update his or her address shall not impact the validity of any Notice, provided it is given in the manner prescribed in this subsection.

(e)

This Agreement contains independently-enforceable obligations. If any section, provision or clause of this Agreement, or any portion thereof, is held void or unenforceable, the remainder of such section, provision or clause, and all other sections, provisions or clauses of this Agreement, shall remain in full force and effect as if the section, provision or clause determined to be void or unenforceable had not been contained herein. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of this Agreement or any part hereof.

(f)

All rights and remedies of either party expressly set forth herein are intended to be cumulative and not in limitation of any other right or remedy set forth herein or otherwise available to such party at law or in equity. Notwithstanding the foregoing, in no event shall the Company be liable to Employee for consequential or punitive damages, except as specifically provided in this Agreement.

(g)

This Agreement shall in all respects be construed according to the laws of the State of Connecticut, without regard to its conflict of laws principles.

(h)

This Agreement may be executed digitally, electronically and/or by facsimile, and may be transmitted digitally, electronically, and/or by facsimile, in any number of counterparts, each of which upon execution and delivery shall be considered an original for all purposes; provided, however, all such counterparts shall, together, upon execution and delivery, constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have executed and delivered or have caused this Agreement to be duly executed and delivered as of the date first written above.

UNITED RENTALS, INC.			EMPLOYEE:


BY:
			[•]
NAME:

TITLE:

UNITED RENTALS (NORTH AMERICA), INC.


BY:

NAME:

TITLE:

[Signature Page to Employment Agreement]

Exhibit 99(d)(5)

April [•], 2021

[Employee]

Address on file with the Company

Dear [Employee],

This letter sets forth the agreement made this day of April, 2021 (the “Letter Agreement”), by and between General Finance Corporation (the “Company”), United Rentals (North America), Inc. (“Parent”) and you (“Employee” or “you”), a current employee of the Company or one of its subsidiaries (such employing entity, the “Employer”), regarding the treatment of your outstanding Company Equity Awards in connection with the Agreement and Plan of Merger, dated as of April [•], 2021 (the “Merger Agreement”), by and among Parent, the Company and UR Merger Sub VI Corporation (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger, in a cash tender offer to acquire any and all of the outstanding Shares of the Company in cash, as more fully described in, and pursuant to the terms of, the Merger Agreement. Capitalized terms that are used but not defined herein have the meaning set forth in the Merger Agreement.

The Merger Agreement provides for certain payments in connection with the closing of the Merger (the “Closing”), including the “single-trigger” treatment of certain eligible Company Options and awards of Company Restricted Stock, which generally means that any vesting conditions applicable to such Company Equity Awards will lapse, and such Company Options and Company Restricted Stock will be cashed out based on the merger consideration (the “Company Equity Payments”) pursuant to a formula set forth in the Merger Agreement (the “Single-Trigger Treatment”). The Single-Trigger Treatment described above is subject to your continued employment with the Employer through the Closing. You acknowledge and agree that, following the Closing, to the extent you experience a termination for Cause (as defined below) by Employer, Parent, URI or any of their applicable subsidiaries or affiliates [or you resign without Good Reason (as defined below)], Parent shall be entitled, in its sole discretion and/or election, to prompt recoupment and/or repayment of any portion of the Company Equity Payments made to you, reduced by the Net Tax Costs (as defined below), to the extent the applicable Company Options and awards of Company Restricted Stock would not have otherwise vested pursuant to their original vesting schedule as of the date of your termination of employment. For the avoidance of doubt, the foregoing recoupment and/or repayment obligation shall not apply to the extent you experience a termination of employment due to death or Disability (as defined in the Company’s Amended and Restated 2014 Stock Incentive Plan as “Disability” or “Disabled”).

“Net Tax Costs” shall mean the net amount of any federal, foreign, state or local income and employment taxes paid by Employee in respect of the portion of the Company Equity Payments subject to reimbursement, after taking into account any and all available deductions, credits or other offsets allowable to Employee (including without limit, any deductions permitted under the claim of right doctrine), and regardless of whether Employee would be required to amend any prior income or other tax returns.

Solely for purposes of this Letter Agreement, “Cause” shall mean that: (1) Employee is convicted of, or pleads guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; (2) Employee commits any act of personal conduct that gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; (3) Employee engages in conduct that is demonstrably and materially injurious to the Company and each corporation or entity controlled directly or indirectly by the Company (the “Company Group”), or that materially harms the reputation or financial position of the Company Group, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group; (4) Employee is found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not he or she admits or denies liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group; or (5) Employee (i) obstructs or impedes, (ii) endeavors to influence, obstructs or impedes, or (iii) fails to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”) (however, Employee’s failure to waive attorney-client privilege relating to communications with his or her own attorney in connection with an Investigation shall not constitute Cause). For purposes of this Letter Agreement, “Good Reason” has the meaning set forth in Employee’s existing employment agreement with Employer, subject to any waivers or modifications set forth in Employee’s go-forward agreement with Parent, URI or any of their subsidiaries or affiliates.

You acknowledge and agree that this Letter Agreement is fully enforceable in accordance with its terms. However, this Letter Agreement will automatically become null and void in the event the Merger Agreement is terminated in accordance with its terms prior to the Closing, or if your employment with the Employer terminates for any reason prior to the Closing.

This Letter Agreement will be governed by the law of the State of Delaware without regard to conflict of law principles.

This Letter Agreement shall not be assigned in whole or in part by either party hereto without the prior written consent of the other party hereto. This Letter Agreement may be executed in two or more counterparts (including by facsimile, pdf or other electronic transmission), each of which shall be deemed an original, but all of which taken together constitute one and the same agreement, it being understood that all of the parties need not sign the same counterpart.

[Remainder of this page intentionally left blank]

Please confirm your acceptance of the foregoing by countersigning below.

Sincerely,

General Finance Corporation


By:
Name:
Title: Authorized Signatory

United Rentals (North America), Inc.


By:
Name:
Title: Authorized Signatory

		Accepted and Agreed as of the date hereof


		[Employee]

[Signature Page to Key Employee Side Letter]

Exhibit 99(d)(6)

transaction bonus AGREEMENT

This TRANSACTION BONUS AGREEMENT (this “Agreement”) is made and entered into effective as of April [      ], 2021 (the “Effective Date”) by and between General Finance Corporation, a Delaware corporation (the “Company”) and [         ] (the “Recipient”).

RECITALS:

WHEREAS, concurrently with the execution of this Agreement, the Company is entering into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of the Effective Date by and among the Company, United Rentals (North America), Inc., a Delaware corporation (“Parent”), and UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub shall commence a cash tender offer to acquire any and all of the outstanding shares of Company common stock (the “Shares”) for $19.00 per share (such offer, as may be extended and amended from time to time as permitted under, or required by, the Merger Agreement, the “Offer”) and following the consummation of the Offer, subject to the terms and conditions of the Merger Agreement and in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (the “Transaction”);

WHEREAS, the Company has determined that it is advisable and in the best interests of the Company and its shareholders to reward the Recipient for Recipient’s contributions to making the Transaction possible;

WHEREAS, as an expression of appreciation of Recipient’s services to the Company, as well as the contributions to making the Transaction possible, the Company wishes to reward the Recipient with a bonus, upon the terms and conditions set forth herein; and

NOW, THEREFORE, for and in consideration of the premises and mutual covenants set forth herein, it is hereby agreed as follows:

AGREEMENT

Transaction Bonus Provisions

(a)            Transaction Bonus Amount. Upon the Closing (as defined in the Merger Agreement) of the Transaction, the Recipient shall be entitled to receive a bonus in a single lump sum payment in the amount of $[      ] (the “Transaction Bonus Amount”), to be payable in accordance with the terms and conditions set forth in Section 1(b) below.

(b)            Form and Timing of Payment. Subject to and conditioned upon the Recipient’s execution and non-revocation of the Release as described in Section 1(d) hereof, the Transaction Bonus Amount, less applicable withholding and employment taxes, shall be payable to the Recipient by the Company on the Closing Date (as defined in the Merger Agreement) (or, if later, the effective date of the Release).

(c)            Forfeiture. Notwithstanding anything to the contrary in this Agreement, the Recipient shall automatically and without notice forfeit any and all rights the Recipient may have in the Transaction Bonus Amount in the event that the Recipient’s Continuous Service with the Company terminates for any reason prior to the Closing Date.

(d)            Release. Notwithstanding anything to the contrary herein, any Transaction Bonus Amount due to the Recipient under this Agreement shall be conditioned upon the Recipient’s execution (and no revocation) of a general release of claims, in the form attached hereto as Exhibit A (the “Release”).

Certain Definitions

(a)            “Cause” shall have the equivalent meaning (or the same meaning as “cause” or “for cause”) set forth in any employment, consulting, or other agreement for the performance of services between the Recipient and the Company or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (1) you breach any obligation, duty or agreement under your employment, consulting, or other agreement for the performance of services, which breach is not cured or corrected within 15 days of written notice thereof from the Company; (2) you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; (3) you are convicted of, or plead guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or a felony under federal or applicable state law; (4) you commit any act of personal conduct that, in the reasonable opinion of the Board of Directors of the Company (the “Board”), gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; (5) you commit continued and repeated substantive violations of specific written directions of the Board or Chief Executive Officer, which directions are consistent with this Agreement and your current position with the Company or one of its subsidiaries, or continued and repeated substantive failure to perform duties assigned by or pursuant to your consulting, or other agreement for the performance of services; provided that no discharge shall be deemed For Cause under this subsection unless you first receive written notice from the Company advising you of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform your duties, and such violations or material failure continue after you shall have had a reasonable opportunity to correct the acts or omissions so complained of; (6) you engage in conduct that is demonstrably and materially injurious to the Company and each corporation or entity controlled directly or indirectly by the Company (the “Company Group”), or that materially harms the reputation or financial position of the Company Group, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group; (7) you are found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group; (8) you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii) fail to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”) (however, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute “Cause”); or (9) you made any material misrepresentations (or omissions) in connection with your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into your employment, consulting, or other agreement for the performance of services.

(b)            “Continuous Service” shall mean the uninterrupted provision of services to the Company and/or its subsidiaries in any capacity of employee, director, consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence (including, without limitation, sick leave, military leave, vacation or any other personal leave authorized by the Company) or (ii) transfers among the Company or any successor entities, in any capacity of director, employee, consultant or other service provider.

Successors

(a)            This Agreement is personal to the Recipient and, without the prior written consent of the Company, shall not be assignable by the Recipient otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Recipient’s legal representatives.

(b)            This Agreement shall inure to the benefit of and be binding upon and enforceable against the Company and its successors and assigns including, without limitation, Parent.

Miscellaneous

(a)            The laws of the State of Delaware (without reference to its choice of law provisions) shall govern the validity, interpretation, construction and performance of this Agreement.

(b)            All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

(c)            Nothing in this Agreement or in any instrument executed pursuant hereto shall confer upon the Recipient any right to Continuous Service with the Company or shall affect the right of the Company to terminate the Continuous Service of the Recipient at any time with or without Cause.

(d)            All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes.

(e)            This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(f)             The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(g)            This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof. No future agreements between the Company and Recipient may supersede this Agreement unless they are in writing and specifically mention this Agreement.

(h)            It is the intention of both the Company and the Recipient that the benefits and rights to which the Recipient could be entitled pursuant to this Agreement comply with, or fall within an exception to, Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of Section 409A are applicable thereto. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the parties, which consent will not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Agreement will comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement will be treated as a separate payment. In no event may Recipient, directly or indirectly, designate the calendar year of payment. Recipient further acknowledges that any tax liability incurred by Recipient under Section 409A of the Code is solely the responsibility of Recipient.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this agreement to be executed in its name on its behalf, all as of the day and year first above written.

	RECIPIENT:



	[         ]

	GENERAL FINANCE CORPORATION


	By:
	Name:
	Title:

EXHIBIT A

FORM OF RELEASE

GENERAL RELEASE OF CLAIMS

1.            [          ] (“Recipient”), for [herself/himself] and [her/his] family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 1 of the Transaction Bonus Agreement to which this release is attached as Exhibit A (the “Bonus Agreement”), does hereby release and forever discharge General Finance Corporation, a Delaware corporation (the “Company”), its respective subsidiaries, affiliated companies, successors and assigns, and its and their current or former directors, officers, employees, shareholders or agents in such capacities (collectively with the Company, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any the Fair Labor Standards Act, as amended, 29 U.S.C. §§ 201, et seq.; the Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981; the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et seq.; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e, et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 12101, et seq.; the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, 29 U.S.C. § 621 et seq.; [Maryland Title 20 Article 49B, and any other Maryland County laws;] and any other applicable federal, state, or local statute, regulation, ordinance, or legal requirement in connection with Recipient’s employment or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Recipient acknowledges and agrees that Recipient is unaware of any wrongdoing on the part of the Released Parties including, without limitation, fraud, billing practices, and patient care issues. Recipient acknowledges that the Company encouraged Recipient to consult with an attorney of Recipient’s choosing, and through this General Release of Claims encourages Recipient to consult with Recipient’s attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that Recipient understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Recipient expressly waives any and all claims under ADEA that Recipient may have as of the date hereof. Recipient further understands that by signing this General Release of Claims Recipient is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights arising under, or any claim for benefits which may be due Recipient pursuant to, the Bonus Agreement, and (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed.

[Recipient expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California, and in so doing understands and acknowledges the significance of such specific waiver of Section 1542 that reads as follows:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Recipient expressly waives, relinquishes and forfeits all rights and benefits accorded by the provisions of California Civil Code Section 1542, and furthermore waives any rights that Recipient might have to invoke such provisions now or in the future with respect to the released matters set forth above. Thus, notwithstanding the provisions of Section 1542, and the purpose of implementing a full and complete release and discharge of the claims released by this General Release of Claims, Recipient expressly acknowledges that this General Release of Claims is intended to include in its effect, without limitation, all claims which Recipient does not know or suspect to exist in Recipient’s favor at the time of execution hereof arising out of or relating in any way to the subject matter of the actions referred to herein above and that this General Release of Claims contemplates the extinguishment of any such claims.]¹

2.            Recipient represents that Recipient has not filed against the Released Parties any complaints, charges, or lawsuits arising out of Recipient’s employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that Recipient will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Recipient pursuant to paragraph 1 hereof (a “Proceeding”); provided, however, Recipient shall not have relinquished his right to commence a Proceeding to challenge whether Recipient knowingly and voluntarily waived Recipient’s rights under ADEA.

3.            Recipient hereby acknowledges that the Company has informed Recipient that Recipient has up to twenty-one (21) days to sign this General Release of Claims and Recipient may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Recipient also understands that Recipient shall have seven (7) days following the date on which Recipient signs this General Release of Claims within which to revoke it by providing a written notice of Recipient’s revocation to the Company.

4.            Recipient acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of [California][Maryland][Delaware] applicable to contracts made and to be performed entirely within such State.

¹Note to Draft: To be included for California employees.

5.            Recipient acknowledges that Recipient has read this General Release of Claims, that Recipient has had the opportunity to consult with an attorney, and that Recipient understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. In entering into this General Release of Claims, Recipient has not relied upon any representations or statements made by the Company which are not specifically set forth in this General Release of Claims.

6.            Recipient acknowledges that Recipient understands the terms and knows the effect of this Agreement and that Recipient signs the same as Recipient’s own free act and deed, aware of the final and binding effect of this General Release of Claims. Recipient specifically acknowledges that Recipient’s waiver of claims against the Released Parties is knowing and voluntary. Recipient further acknowledges that Recipient has consulted with Recipient’s attorney prior to executing this Agreement.

7.            This General Release of Claims shall take effect on the eighth (8^th) day following Recipient’s execution of this General Release of Claims unless Recipient’s written revocation is delivered to the Company within seven (7) days after such execution.

_________________________________, 2021
		[                  ]

Exhibit (d)(7)

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT, dated as of April [●], 2021, but only effective pursuant to Section 1 (this “Agreement”), is entered into by and between Ronald Valenta, an individual resident of California (“Non-Compete Person”), United Rentals (North America), Inc. (“Parent”), United Rentals, Inc., both Delaware corporations (“URI” and, together with Parent, General Finance Corporation and their respective subsidiaries and other affiliates following Closing, the “Company”). Parent, URI and Non-Compete Person are hereinafter referred to collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, Parent, General Finance Corporation, a Delaware corporation (“General Finance”), and UR Merger Sub VI Corporation (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Parent, have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), which provides for the merger of Merger Sub with and into General Finance (the “Merger”), with General Finance surviving the Merger, in a cash tender offer to acquire any and all of the outstanding Shares of General Finance in cash, as more fully described in, and pursuant to the terms of, the Merger Agreement;

WHEREAS, as of the date hereof, Non-Compete Person directly holds 4,603,741 Shares and 160,000 Shares underlying outstanding Company Options that collectively represent approximately 15.7% of General Finance’s fully-diluted equity;

WHEREAS, as a result of the Merger, Non-Compete Person will receive direct and substantial economic benefit in exchange for the sale, conveyance, transfer, assignment and delivery of all of his direct ownership interests in General Finance;

WHEREAS, in order to induce Parent to enter into the Merger Agreement and to induce Parent to consummate the Merger, Non-Compete Person has agreed to enter into this Agreement;

WHEREAS, Non-Compete Person acknowledges and recognizes the highly competitive nature of the business of General Finance, which will be directly acquired by Parent pursuant to the Merger Agreement;

WHEREAS, Non-Compete Person understands that the restrictive covenants as set forth in this Agreement are material to the consideration provided by General Finance to induce Parent to proceed with the Merger; and

WHEREAS, unless context otherwise requires or as otherwise specified herein, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the representations, warranties, covenants and agreements set forth in this Agreement, the Parties, intending to be legally bound, agree as follows:

1. Effectiveness. This Agreement shall become effective as of, and shall be conditioned upon the occurrence of, the Closing.

2. Trade Secrets; Confidentiality and General Finance Property. From and after the Closing:

(a) Non-Compete Person will not communicate or disclose to any person or entity, without URI’s prior written consent, any Trade Secrets or other Confidential Information (in each case, as defined below), whether prepared by Non-Compete Person or others;

(b) Non-Compete Person will not use any Trade Secrets or other Confidential Information in order to solicit, call upon or do business with any person or entity;

(c) Non-Compete Person will not directly or indirectly use any Trade Secrets or other Confidential Information other than as directed by URI in writing;

(d) Non-Compete Person will not copy, delete, remove and/or retain any Trade Secrets or other Confidential Information, whether in electronic, paper, or other form, from the premises of the Company, or from General Finance servers, computers, cellular/mobile phones, smartphones, tablets, or other devices, without the prior written consent of URI;

(e) All products, correspondence, reports, records, charts, customer contact information, advertising materials, designs, plans, manuals, field guides, memoranda, lists and other property compiled or produced by Non-Compete Person or delivered or made available to Non-Compete Person by or on behalf of General Finance or by its customers (including, but not limited to, customers solicited by Non-Compete Person), whether or not Confidential Information, shall be and remain the property of the Company, shall be subject at all times to its direction and control, and shall be returned immediately whenever demanded/requested by URI;

(f) Upon Closing or upon request at any time, Non-Compete Person shall, immediately and in no event more than three business days thereafter: (i) turn over to the Company, and not maintain any copy of, all Company property, data, and information, including, but not limited to, any customer names, contact information, or other customer data stored in any Company or personal cellular/mobile phone, smartphone, tablet, personal computers or other electronic device(s) (collectively, “Devices”), as well as backups of any Device stored on any other Device or in any location (“Backups”); (ii) provide to the Company, in writing, all user names, IDs, passwords, pin codes, and encryption or other access/authorization keys/data utilized by Non-Compete Person with respect to any Company Devices, computers, hardware or services; (iii) promptly deliver to the Company all originals and copies (whether in note, memo or other document form or on/in the Device(s), Backups, USB drive(s), hard drive(s), video, audio, computer tapes, discs, electronic media, cloud-based accounts, other formats now known or hereinafter devised, or otherwise) of all Trade Secrets or other Confidential Information, and all property identified in Section 2(e) above, that is in Non-Compete Person’s possession, custody or control, whether prepared by Non-Compete Person or others, including, but not limited to, the information described above in this Section 2(f); (iv) tender to General Finance all General Finance property, including but not limited to any Device(s), Backups, USB drive(s), hard drive(s), video, audio, computer tapes, discs, electronic media, cloud-based accounts, or other electronic devices or formats now known or hereinafter devised, on which Non-Compete Person stored any Confidential Information or Trade Secrets; and (v) arrange with General Finance a safe, secure, and complete removal/deletion of any and all remaining electronic copies of any such data or information, including, but not limited to, the information described above in this Section 2(f);

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(g) “Trade Secrets” shall mean all information not generally known about the business of General Finance, which is subject to reasonable efforts to maintain its secrecy or confidentiality, and from which General Finance derives economic value from the fact that the information is not generally known to others who may obtain economic value from its disclosure or use, regardless of whether such information is specifically designated as a trade secret, and regardless of whether such information may be protected as a trade secret under any applicable law.

(h) “Confidential Information” includes, but is not limited to:

(i) business, strategic and marketing plans and forecasts, and the past results of such plans and forecasts;

(ii) business, pricing and management methods, as well as the accumulation, compilation and organization of such information;

(iii) operations manuals and best practices memoranda;

(iv) finances, strategies, systems, research, surveys, plans, reports, recommendations and conclusions;

(v) arrangements with, preferences, pricing history, transaction history, identity of internal contacts or other proprietary business information relating to, General Finance’s customers, equipment suppliers, manufacturers, financiers, owners or operators, representatives and other persons who have business relationships with General Finance or who are prospects for business relationships with General Finance;

(vi) technical information, work product and know-how;

(vii) cost, operating, and other management information systems, and other software and programming developed, maintained and/or utilized by the Company;

(viii) the name of any company or business, any part of which is or at any time was a candidate for potential acquisition by General Finance, together with all analyses and other information which General Finance has generated, compiled or otherwise obtained with respect to such candidate, business or potential acquisition, or with respect to the potential effect of such acquisition on General Finance’s business, assets, financial results or prospects; and

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(ix) the General Finance’s Trade Secrets (note that some of the information listed above may also be a Trade Secret).

Non-Compete Person understands that the General Finance’s Confidential Information includes not only the individual categories of information identified in this Section 2, but also the compilation and/or aggregation of the General Finance’s information, which is and has been compiled/aggregated via significant effort and expense and which has value to the Company and to the Company’s employees as used in furtherance of the General Finance’s business.

(i) IMPORTANT NOTICE TO ALL EMPLOYEES UNDER 18 U.S.C. SECTION 1833(B): Although the Company is committed to the protection of its Confidential Information and/or Trade Secrets, Non-Compete Person should be aware that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.

3. Non-Compete Provisions. The following covenants are made by Non-Compete Person in partial consideration for Parent to enter into the Merger Agreement and to consummate the Merger contemplated thereby, as well as the entrustment of customer relationships/goodwill, and the provision of access to the General Finance’s Trade Secrets and Confidential Information. Such covenants were material inducements to Parent in deciding to enter into the Merger Agreement.

(a) From and after the Closing through fifth anniversary of the Closing Date, Non-Compete Person will not, directly or indirectly (whether through affiliates, relatives or otherwise):

(i) in any Restricted Area (as hereinafter defined), be employed or retained by any person or entity who or which then competes with General Finance in the Restricted Area to any reasonable extent, or directly or indirectly own any interest in any such person or entity or render to it any consulting or other services or any advice, assistance or other accommodation. Non-Compete Person shall be deemed to be employed or retained in the Restricted Area if Non-Compete Person has an office in the Restricted Area or if Non-Compete Person performs any duties or renders any advice in, or with respect to any competitive facility or business activities in, the Restricted Area. A “Restricted Area” means each of:

(A) Australia, New Zealand, any state in the United States and any provinces in Canada in which General Finance conducts any equipment rental or other equipment-related activity, including portable storage, modular space and liquid containment solutions, it being agreed that each state and province is one unitary market for purposes of the Company’s business;

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(B) the states of 1) Alabama, 2) Alaska, 3) Arizona, 4) Arkansas, 5) California, 6) Colorado, 7) Connecticut, 8) Delaware, 9) Florida, 10) Georgia, 11) Hawaii, 12) Idaho, 13) Illinois, 14) Indiana, 15) Iowa, 16) Kansas, 17) Kentucky, 18) Louisiana, 19) Maine, 20) Maryland (including the District of Columbia), 21) Massachusetts, 22) Michigan, 23) Minnesota, 24) Mississippi, 25) Missouri, 26) Montana, 27) Nebraska, 28) Nevada, 29) New Hampshire, 30) New Jersey, 31) New Mexico, 32) New York, 33) North Carolina, 34) North Dakota, 35) Ohio, 36) Oklahoma, 37) Oregon, 38) Pennsylvania, 39) Rhode Island, 40) South Carolina, 41) South Dakota, 42) Tennessee, 43) Texas, 44) Utah, 45) Vermont, 46) Virginia, 47) Washington, 48) West Virginia, 49) Wisconsin, and 50) Wyoming; and the Canadian Provinces of 1) New Brunswick, 2) Newfoundland and Labrador, 3) Nova Scotia, 4) Ontario, 5) Prince Edward Island, 6) Quebec, 7) Manitoba, 8) Saskatchewan, 9) Alberta, and 10) British Columbia;

(C) a 50 mile radius from any and all General Finance locations for which Non-Compete Person performed services, or had management, sales or other responsibilities, at any time during the two year period preceding the Closing;

(D) the geographic area(s) in which or in relation to which Non-Compete Person shall have performed any duties, or had management, financial, sales, corporate, or other responsibilities, for General Finance during the two year period preceding the Closing; and

(E) the geographic area(s) in which or about which Non-Compete Person had involvement in the development, review, use, presentation, or implementation of Confidential Information during the two year period preceding the Closing.

(ii) Be employed or retained anywhere in the United States, Australia, Canada or New Zealand by a Similar Entity (as hereinafter defined), or directly or indirectly own any interest in any Similar Entity or render to it any consulting or other services. A “Similar Entity” means each of:

(A) each of the following: 1) 1-800-PACK-RAT, 2) Aggreko, 3) Ahern Rentals, 4) ATCO Structures & Logistics, 5) Ausco Modular (Algeco Scotsman), 6) Boxman Containers, 7) BOXX Modular, 8) CAT Rental, 9) Coates Hire, 10) ContainerCo, 11) CSL Containers, 12) Design Space, 13) Eagle Leasing, 14) H & E Equipment, 15) Haulaway Storage Containers, 16) Herc Rentals, 17) Home Depot (rental operations), 18) McGrath RentCorp, 19) Mobile Mini, 20) PODS, 21) Rain For Rent, 22) SCF Group (Simply Containers), 23) Satellite Shelters, 24) Sunstate Equipment, 25) Sunbelt Rentals, 26) Synergy Equipment, 27) Tradecorp Group, 28) Vanguard Modular, 29) 29) WillScott, 30) any company that competes with the Company and is listed on the most recent “RER 100” list, and 31) any affiliate or dealer of any of the foregoing;

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(B) any entity which at any time during the term of Non-Compete Person’s employment was a candidate for acquisition by or merger with General Finance (provided Non-Compete Person was aware of the possibility of such acquisition or merger); and

(C) any entity which owns or owned any assets or facility which were acquired by General Finance (provided Non-Compete Person was involved in or otherwise related to such acquisition).

(b) From and after the Closing through fifth anniversary of the Closing Date, Non-Compete Person will not anywhere directly or indirectly (whether as an owner, partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons):

(i) solicit or accept the business of, call upon, contact, or communicate with any person or entity, or affiliate of any such person or entity, who or which is or was a customer, business prospect or other person who had a business relationship with General Finance resulting in and/or for the purpose of providing or obtaining any product or service reasonably deemed competitive with any product or service then offered by General Finance; provided, however, that this limitation shall apply only with respect to persons or entities with whom Non-Compete Person had a business relationship, with whom Non-Compete Person communicated, with whom Non-Compete Person transacted business, or about whom Non-Compete Person had Confidential Information while employed by General Finance;

(ii) approve, solicit or retain, or discuss the employment or retention (whether as an employee, consultant or otherwise) of any person who was an employee of General Finance at any time during the one year period preceding the Closing. Nothing in this section restricts employees from engaging in protected activities with other employees concerning their wages, hours, and working conditions as set forth in Section 7 of the National Labor Relations Act;

(iii) solicit or encourage any person to leave the employ of the Company;

(iv) call upon or assist in the acquisition of any company which was, during the one-year period preceding the Closing, the target of possible acquisition by General Finance or any of its Affiliates (provided Non-Compete Person was aware of the possible acquisition); or

(v) own any interest in or be employed by or provide any services to any person or entity which engages in any conduct which is prohibited to Non-Compete Person under this Section 3(b) (this provision shall not prohibit Non-Compete Person’s ownership of less than 5% of the outstanding common stock of a publicly-traded company).

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(c) Before taking any position with any person or entity during the one year period following the Closing, Non-Compete Person will give prior written notice to URI of the name of such person or entity, as well as the assigned location, duties and responsibilities related to the position under consideration by Non-Compete Person. Non-Compete Person understands and expressly agrees that the obligation to provide written notice under this Section 3(c) is a material term of this Agreement, and that the failure to provide such notice shall be a material breach of this Agreement, and shall constitute a presumption that any employment about which he failed to give notice violates Section 3(a) and/or would necessarily result in a violation of Section 3(b) of this Agreement. Irrespective of whether such notice is given, the Company shall be entitled to advise any person or entity of the provisions of this Agreement, and to correspond and otherwise deal with any person or entity to ensure that the provisions of this Agreement are enforced and duly discharged. Non-Compete Person acknowledges that Non-Compete Person has not signed a confidentiality, non-competition or non-solicitation agreement with any former employer that by its terms remains in effect.

(d) All time periods in Section 3 of this Agreement shall be computed by excluding from such computation any time during which Non-Compete Person is in violation of any provision of this Agreement and any time during which there is pending in any court of competent jurisdiction any action (including any appeal from any final judgment) brought by any person, whether or not a party to this Agreement, in which action Parent, URI or General Finance seeks to enforce the agreements and/or covenants in this Agreement or in which any person contests the validity of such agreements and/or covenants or their enforceability or seeks to avoid their performance or enforcement.

(e) Non-Compete Person understands that the provisions of this Agreement have been carefully designed to restrict his activities to the minimum extent that is consistent with law and the legitimate interests of the Company. Non-Compete Person has carefully considered these restrictions, and Non-Compete Person confirms that they are reasonable in both duration and geographic scope and will not unduly restrict Non-Compete Person’s ability to obtain a livelihood. Non-Compete Person has heretofore engaged in businesses other than the business in which Non-Compete Person will be engaged on behalf of General Finance. Non-Compete Person acknowledges and agrees that Non-Compete Person has had the opportunity to discuss this Agreement and all of its terms with Non-Compete Person’s attorney before signing this Agreement.

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(f) The terms and provisions of this Section 3 are intended to be separate and divisible provisions and if, for any reason, any one or more of them is held to be invalid or unenforceable, neither the validity nor the enforceability of any other provision of this Agreement will thereby be affected. The courts enforcing this Agreement shall be entitled to reform or modify the duration, scope or other provision of any restriction contained herein to the extent such restriction would otherwise be unenforceable, and such restriction as reformed/modified shall be enforced.

4. Acknowledgment. Non-Compete Person acknowledges that the covenants contained in this Agreement are separate from, in addition to, and not in substitution for, the restrictive covenants to which Non-Compete Person may be subject pursuant to his employment agreement, non-compete agreement, restrictive covenants agreement or other agreements with General Finance or any of its subsidiaries or affiliates. The restricted periods described above shall run simultaneously (and not be added on to) the post-termination restriction periods set forth in such employment or other agreements. Non-Compete Person further acknowledges that nothing in this Agreement is intended to limit or curtail the covenants in such other agreements.

5. Certain Rights and Remedies upon Breach. This Agreement contains independently-enforceable obligations. If any section, provision or clause of this Agreement, or any portion thereof, is held void or unenforceable, the remainder of such section, provision or clause, and all other sections, provisions or clauses of this Agreement, shall remain in full force and effect as if the section, provision or clause determined to be void or unenforceable had not been contained herein. The paragraph headings herein are for reference purposes only and are not intended in any way to describe, interpret, define or limit the extent or intent of this Agreement or any part hereof.

6. Specific Performance. Non-Compete Person acknowledges that monetary damages will be inadequate, and the Company will be irreparably damaged if the provisions of this Agreement are not specifically enforced. Non-Compete Person agrees that, in the event of a breach or threatened breach of this Agreement, General Finance shall be entitled, among other remedies (i) to an injunction temporarily, preliminarily, and/or permanently restraining any violation of this Agreement (without any bond or other security being required) by Non-Compete Person and by any person or entity to whom Non-Compete Person provides or proposes to provide any services in violation of this Agreement, and (ii) to require Non-Compete Person to hold in a constructive trust, account for and pay over to General Finance all compensation and other benefits which Non-Compete Person shall derive as a result of any action or omission which is a violation of any provision of this Agreement.

7. Acknowledgements and Enforceability.

(a) Non-Compete Person acknowledges and recognizes:

(i) that this Agreement, including the covenants in Section 3, has been agreed to following review thereof by the legal advisors of Non-Compete Person and after full consideration thereof by the Parties;

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(ii) that Non-Compete Person directly holds 4,603,741 Sharesand 160,000 Shares underlying outstanding Company Options that collectively represent approximately 15.7% of General Finance’s fully-diluted equity, and as a result of the Merger, Non-Compete Person will receive substantial economic benefit in exchange for the sale, conveyance, transfer, assignment and delivery of all of his ownership interests in General Finance;

(iii) the highly competitive nature of the business of General Finance;

(iv) that after consummation of the Merger, Parent will be, directly and/or indirectly, engaged in the business of General Finance;

(v) that Non-Compete Person is a founder of General Finance and its Affiliates and is intimately familiar with General Finance, its Affiliates and the business of General Finance;

(vi) that the Business is currently conducted within the United States, Australia, Canada and New Zealand;

(vii) that Non-Compete Person has had access to Trade Secrets and Confidential Information; and

(viii) that Non-Compete Person has means to support himself other than by engaging in a Similar Entity and the provisions of this Agreement will not impair such ability.

(b) As a condition and material inducement to Parent’s willingness to enter into the Merger Agreement and to consummate the Merger, to protect Parent’s legitimate interest in the goodwill and other assets associated with General Finance, its Affiliates and the business of General Finance, and in consideration of the benefits to be received by Non-Compete Person therefrom, the Parties acknowledge and agree that it is Non-Compete Person’s intention that the covenants in this Agreement, including the restrictive covenants in Section 3, be valid, legal and enforceable within the United States, Australia, Canada and New Zealand including, and to the extent applicable, through qualification under §16601 of the California Business and Professions Code as an exception to the restrictions set forth in §16600 of the California Business and Professions Code.

(c) It is expressly understood and agreed that although the Parties consider the restrictions contained in this Agreement to be reasonable, if a determination is made by a court of competent jurisdiction, and affirmed if appealed, that the time or any other restriction contained in this Agreement is an unenforceable restriction against Non-Compete Person, to the extent legally permitted, the provisions of this Agreement shall not be rendered void but shall be deemed amended or otherwise modified to apply as to such maximum time and to such maximum extent as such court may judicially determine or indicate to be enforceable; provided that in no event shall any such amendment or other modification broaden the time period or scope of any restriction herein; provided, further, that if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such finding is affirmed if appealed, and such restriction cannot be amended or otherwise modified so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

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8. Survival. Section 2 through this Section 8 and Section 9 survive the termination of this Agreement for any reason whatsoever.

9. Miscellaneous.

(a) Notices. Section 9.02 of the Merger Agreement shall apply, mutatis mutandis, to this Agreement; provided, that notices to be delivered to Non-Compete Person shall be delivered to:

Ronald F. Valenta

39 East Union Street

Pasadena, California 91103

(b) Entire Agreement. This Agreement contain the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements and understandings, oral or written, with respect to such matters.

(c) Governing Law. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the Laws of the state of California without regard to the conflicts of law provisions, rules or principles thereof (or any other jurisdiction) to the extent that such provisions, rules or principles would direct a matter to another jurisdiction. The Parties each irrevocably consent to the exclusive jurisdiction of the courts of California and the courts of California shall have the sole and exclusive jurisdiction to entertain any action arising under this Agreement.

(d) Counterparts. This Agreement may be executed digitally, electronically and/or by facsimile, and may be transmitted digitally, electronically, and/or by facsimile, in any number of counterparts, each of which upon execution and delivery shall be considered an original for all purposes; provided, however, all such counterparts shall, together, upon execution and delivery, constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed and delivered or have caused this Agreement to be duly executed and delivered as of the date first written above.

	By:
		Name: Ronald Valenta

	UNITED RENTALS (NORTH AMERICA), INC.

	By:
		Name:
		Title:

	UNITED RENTALS, INC.

	By:
		Name:
		Title:

[Signature Page to Confidentiality, Non-Competition and Non-Solicitation Agreement]