Arc Document Solutions, Inc. Sample Contracts

AND
Lease Agreement • October 15th, 2004 • American Reprographics CO • California
COMMON STOCK
Underwriting Agreement • January 13th, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • New York
RECITALS
Termination Agreement • December 6th, 2004 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • California
SECOND LIEN
Pledge and Security Agreement • October 15th, 2004 • American Reprographics CO • New York
FIRST AMENDMENT TO
Registration Rights Agreement • January 13th, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • California
LEASE AGREEMENT BETWEEN SUMO HOLDINGS SACRAMENT, LLC AND FORD GRAPHICS GROUP, L.L.C. PREAMBLE
Lease Agreement • October 15th, 2004 • American Reprographics CO • California
BY AND AMONG
Warrant Agreement • October 15th, 2004 • American Reprographics CO • New York
RECITALS
First Amendment • October 15th, 2004 • American Reprographics CO
RECITALS:
Credit and Guaranty Agreement • March 31st, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • New York
AGREEMENTS
Indemnification Agreement • October 15th, 2004 • American Reprographics CO • Illinois
RECITALS
Employment Agreement • January 13th, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • California
RECITALS
Indemnification Agreement • March 31st, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 1st, 2011 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • Delaware

This Indemnification Agreement (the “Agreement”) dated July 29, 2011, effective as of April 14, 2011, by and between American Reprographics Company, a Delaware corporation (the “Company”), and Jorge Avalos (the “Indemnitee”).

RECITALS
Indemnification Agreement • October 15th, 2004 • American Reprographics CO • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2013 • Arc Document Solutions, Inc. • Services-mailing, reproduction, commercial art & photography • Delaware

This Indemnification Agreement (the “Agreement”), dated as of January 1, 2013, between ARC Document Solutions, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”),

RECITALS
Indemnification Agreement • March 31st, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • Delaware
CANADIAN GUARANTY AND SECURITY AGREEMENT
Patent Security Agreement • February 2nd, 2012 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • Ontario

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this day of , 20 , by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Lender Group and the Canadian Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

RECITALS
Indemnification Agreement • March 31st, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 18th, 2011 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • California

This Executive Employment Agreement (the “Agreement”) is entered into by and between American Reprographics Company, a Delaware corporation (“ARC”) as the employer; and John Toth, a resident of California, an individual (“Executive”), as the employee, on July 18, 2011 (the “Effective Date”). ARC and Executive may be referred to collectively in this Agreement as the “Parties” and individually as a “Party.”

RECITALS
Indemnification Agreement • March 31st, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • Delaware
REGISTRATION RIGHTS AGREEMENT by and among American Reprographics Company, the Guarantors party hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the Initial Purchasers Dated as of December 1, 2010
Registration Rights Agreement • December 2nd, 2010 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 1, 2010, by and among American Reprographics Company, a Delaware corporation (the “Company”), the guarantors named in Schedule A and any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Company’s 10.5% Senior Notes due 2016 (the “Initial Notes”) guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are her

CHS Management IV, L.P. 10 South Wacker Drive Suite 3175 Chicago, IL 60606 April 10, 2000
American Reprographics CO • October 15th, 2004

CHS Management IV, L.P., a Delaware limited partnership ("CHS"), desires to perform certain management services for American Reprographics Company, L.L.C., a California limited liability company, and its subsidiaries and affiliates ("ARC"), and ARC desires CHS to perform the management services as set forth herein.

CONSENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • December 24th, 2013 • Arc Document Solutions, Inc. • Services-mailing, reproduction, commercial art & photography • California

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of January 27, 2012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the US Lenders (in such capacity, together with its successors and assigns in such capacity, “US Agent”), WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, an Ontario Corporation, as administrative agent for the Canadian Lenders (in such capacity, together with its successors and assigns in such capacity, “Canadian Agent”) and ARC DOCUMENT SOLUTIONS, INC. a Delaware corporation formerly known as American Reprographics Company (“US Borrower”), ARC REPROGRAPHICS CANADA CORP., a British Columbia corporation (“ARC Canada”) and ARC DIGITAL CANADA CORP., a British Columbia cor

TERM LOAN CREDIT AGREEMENT, dated as of December 20, 2013, among ARC DOCUMENT SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such...
Security Agreement • December 24th, 2013 • Arc Document Solutions, Inc. • Services-mailing, reproduction, commercial art & photography • New York

This ABL INTERCREDITOR AGREEMENT is dated as of December 20, 2013, and is among WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as ABL Agent (as defined below), JPMORGAN CHASE BANK, N.A., in its capacity as the Term Administrative Agent (as defined below) and each additional Representative that may become a party hereto.

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of June 30, 2005 among AMERICAN REPROGRAPHICS COMPANY, L.L.C., AMERICAN REPROGRAPHICS HOLDINGS, L.L.C., AMERICAN REPROGRAPHICS COMPANY CERTAIN SUBSIDIARIES OF AMERICAN REPROGRAPHICS COMPANY,...
Credit and Guaranty Agreement • July 7th, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • New York

This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of June 30, 2005, is entered into by and among AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California limited liability company (“Company”), AMERICAN REPROGRAPHICS HOLDINGS, L.L.C., (f/k/a Ford Graphics Holdings, L.L.C.) a California limited liability company (“AR Holdings”), AMERICAN REPROGRAPHICS COMPANY, a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger, Sole Bookrunner, and as Syndication Agent (in such capacities, “Syndication Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”).

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2009 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography

This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into by and between American Reprographics Company, a Delaware corporation (“ARC”) as the employer, and Dilantha Wijesuriya, an individual residing in the State of California (“Executive”), as the employee, on March 11, 2009.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 23rd, 2018 • Arc Document Solutions, Inc. • Services-mailing, reproduction, commercial art & photography • California

This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into by and between ARC Document Solutions, Inc. (formerly known as American Reprographics Company), a Delaware corporation (“ARC”), as the employer, and Kumarakulasingam Suriyakumar, a resident of California, an individual (“Executive”), as the employee, on February 22, 2018, effective as of February 9, 2018 (the “Effective Date”).

RECITALS
Intercreditor Agreement • October 15th, 2004 • American Reprographics CO • New York
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 30th, 2015 • Arc Document Solutions, Inc. • Services-mailing, reproduction, commercial art & photography • California

ARC DOCUMENT SOLUTIONS, INC. (“ARC”) and JORGE AVALOS (“Executive”) agree to enter into this AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of February 1, 2015 as follows:

RECITALS
Indemnification Agreement • March 31st, 2005 • American Reprographics CO • Services-mailing, reproduction, commercial art & photography • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2014 • Arc Document Solutions, Inc. • Services-mailing, reproduction, commercial art & photography • California

ARC DOCUMENT SOLUTIONS, INC. (“ARC”) and JORGE AVALOS (“Executive”) agree to enter into this EMPLOYMENT AGREEMENT dated as of May 1, 2014 as follows: