Exhibit 10.2





Exhibit 10.2




ASSIGNMENT OF LEASE AND CONSENT




THIS ASSIGNMENT OF LEASE AND CONSENT (“Assignment”) is made and entered into effective as of
April 28, 2009 (the “Effective Date”), between OCB LLC, a California limited liability company
(“Assignee”), AMERICAN REPROGRAPHICS COMPANY, L.L.C., a California limited liability company
(“Assignor”), SUMO HOLDINGS IRVINE, LLC, a California limited liability company (“Lessor”).



RECITALS




A. Lessor and Assignor, as lessee, entered into that certain Lease that commenced April 1,
1999, as amended by that certain Amendment to Lease effective as of August 2, 2005 (collectively,
the “Lease”), pursuant to which Assignor has leased those certain premises located at 17721
Mitchell North, Irvine, California 91714, as more particularly set forth in the Lease.



B. Assignor desires to assign to Assignee, as of the Effective Date, all of its right, title
and interest in and to the Lease and Lessor agrees to consent to the proposed assignment on the
conditions set forth in this Assignment.



AGREEMENT




NOW, THEREFORE, in consideration of the promises and of the covenants set forth below, the
parties hereto agree as follows:



1. Assignment and Assumption. As of the Effective Date, Assignor assigns and transfers to
Assignee all of its right, title and interest in and to the Lease, including, without limitation,
all rights to security and other deposits associated with the Lease, and Assignee hereby accepts
the assignment and assumes and agrees to perform on and after the Effective Date all of the
obligations of the Assignor under the Lease, including, without limitation, payment of all rent and
other charges due under the Lease after the Effective Date.



2. Indemnification. Assignee shall indemnify, defend and hold harmless Assignor from and
against all liabilities arising under the Lease after the Effective Date. Assignor shall
indemnify, defend and hold harmless Assignee from and against all liabilities arising under the
Lease prior to the Effective Date.



3. Lessor’s Consent. Lessor consents to such assignment without waiver of the restrictions,
if any, under the Lease, concerning further assignment, and Lessor hereby agrees to accept, on and
after the Effective Date, the performance by Assignee of all obligations of Assignor under the
Lease as though Assignee was the originally named lessee under the Lease.



4. Amendment of Lease. Lessor and Assignee may enter into amendments of the Lease without
Assignor’s consent.


 


 









 






5. Miscellaneous.



A. Attorneys’ Fees. If any party hereto commences an action against any of the
parties arising out of or in connection with this Assignment, the prevailing party or parties shall
be entitled to recover from the losing party or parties reasonable attorneys’ fees and costs of
suit.



B. Notice. Any notice, demand, request, consent, approval or communication that any
party hereto desires or is required to give to another party or any other person shall be in
writing and shall be served in the manner required under the Lease. Any notice, demand, request,
consent, approval or communication that any party desires or is required to give to another party
under this Assignment shall be addressed to the other parties at the addresses set forth below.
Any party may change its address by notifying the party of the change of address:



	 	 	 	 	 
	 

	 	If to Assignor:
	 	American Reprographics Company, L.L.C.
	 

	 	 	 	1981 N. Broadway, Suite 385
	 

	 	 	 	Walnut Creek, CA 94596
	 

	 	 	 	Attn: Legal Department
	 
	 	 	 	 
	 

	 	If to Assignee:
	 	OCB LLC
	 

	 	 	 	17721 Mitchell North
	 

	 	 	 	Irvine, CA 91714
	 

	 	 	 	Attn:
 ____________________ 


	 
	 	 	 	 
	 

	 	With a copy (which shall	 	 
	 

	 	not constitute notice) to:
	 	American Reprographics Company
	 

	 	 	 	1981 North Broadway, Suite 385
	 

	 	 	 	Walnut Creek, California 94596
	 

	 	 	 	Attention: Legal Department
	 
	 	 	 	 
	 

	 	If to Lessor:
	 	SUMO Holdings Irvine, LLC
	 

	 	 	 	1981 North Broadway, Suite 385
	 

	 	 	 	Walnut Creek, California 94596
	 

	 	 	 	Attention: Niro Perera






C. Governing Law. This Assignment shall be governed by, and construed in accordance
with, the laws of the State of California.



D. Counterparts. This Assignment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one and the same
instrument.



[Signature Page Follows]


Assignment
of Lease and Consent


 


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IN WITNESS WHEREOF, the parties, having read and considered the above provisions, indicate
their agreement by their authorized signatures below:



	 	 	 	 	 
	 	ASSIGNOR:



AMERICAN REPROGRAPHICS COMPANY, L.L.C.

a California limited liability company

 	 
	 	By:  	/s/ Jonathan R. Mather
 	 
	 	 	Name:  	Jonathan R. Mather 	 
	 	 	Its: Chief Financial Officer 	 
	 
	 	ASSIGNEE:



OCB LLC

a California limited liability company

 	 
	 	By:  	/s/ Jonathan R. Mather
 	 
	 	 	Name:  	Jonathan R. Mather 	 
	 	 	Its: Chief Financial Officer 	 
	 
	 	LESSOR:



SUMO HOLDINGS IRVINE, LLC

a California limited liability company

 	 
	 	By:  	/s/ Kumarakulasingam Suriyakumar
 	 
	 	 	Name:  	Kumarakulasingam Suriyakumar 	 
	 	 	Its:  Managing Director 	 


Assignment
of Lease and Consent


 


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