Amendment No. 4 to Lease, executed on October 22, 2004

EX-10.2 3 f02720exv10w2.txt EXHIBIT 10.2 Exhibit 10.2 BILL OF SALE THIS BILL OF SALE ("Bill of Sale") is made, executed and delivered by COSINE COMMUNICATIONS, INC., A DELAWARE CORPORATION (hereinafter referred to as "Tenant" and/or "Seller") to WESTPORT JOINT VENTURE, A CALIFORNIA JOINT VENTURE (herein after referred to as "Landlord" and/or "Buyer") as of the date this Bill of Sale is last executed by the parties hereto. The transfer of the Assets (defined below) are subject to the terms and conditions of this Bill of Sale. 1. SALE: As an accommodation to Tenant, Landlord agreed to the early termination of Tenant's Lease, which agreement included the requirement that Tenant transfer to Landlord, at no additional cost, the furniture and equipment listed on Exhibit A attached hereto. Therefore, for valuable consideration, receipt of which is hereby acknowledge, and in consideration of the hereinafter mutual promises, and at no additional cost to Buyer, Seller hereby assigns, transfers and conveys to Buyer, its successors and assigns for its and their own use and benefit, all right, title and interest in and to the assets listed on Exhibit A attached hereto and incorporated herein by this reference (the "Assets") owned by Seller, and Buyer hereby accepts the Assets. Seller hereby represents that the total value of said items listed on Exhibit A is $1.00. 2. WARRANTY: The Seller hereby represents and warrants that said Assets are owned by the Seller, and are free and clear of any liens, encumbrances, and liabilities. Except for the foregoing, the Assets are being transferred to Buyer without any representation or warranty, whether express or implied, and are being transferred to Buyer on an "As-Is", "Where-Is" and "With All Fault" basis. Buyer acknowledges that it has had a full and complete opportunity to inspect the Assets, and it fully and unconditionally accepts such Assets in their current used condition. Seller hereby expressly disclaims any warranties (express or implied) as to merchantability and/or fitness of a particular purpose, and any warranties (express or implied) concerning the physical condition, value or utility of the Assets. 3. LOCATION OF ASSETS: It is hereby acknowledged by the parties hereto that the Assets are currently located in the Premises located at 1200 Bridge Parkway, Redwood City, California, which Premises were leased by Seller from Buyer under Lease Agreement dated May 26, 1998, as amended (the "Lease"), and that said Assets shall remain in the Premises. 4. GENERAL: This Bill of Sale shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. This Bill of Sale shall bind Seller and its successors and assigns and shall inure to the benefit of Buyer and its successors and assigns. This Bill of Sale contains the entire agreement between the parties as to the subject matter hereof, and shall supersede in its entirely all prior discussions, correspondence or agreements whatsoever regarding such subject matter. IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale as of the date set forth above. BUYER: SELLER: WESTPORT JOINT VENTURE COSINE COMMUNICATIONS, INC. A California joint venture a Delaware corporation JOHN ARRILLAGA SURVIVOR'S TRUST By: /s/ Terry Gibson ------------------------------- By: /s/ John Arrillaga EVP & CFO --------------------------- ------------------------------- John Arrillaga, Trustee Print or Type Name/Title Date: 10/22/04 Date: 10/22/04 ------------------------- ------------------------- PEERY PRIVATE INVESTMENT COMPANY-WP, L.P., A California limited partnership By: /s/ Richard T. Peery ------------------------------- Richard T. Peery, Trustee of the Richard T. Peery Separate Property Trust dated 7/20/77, as its General Partner Date: 10/22/04 ----------------------------- PEERY PUBLIC INVESTMENT COMPANY-WP, L.P., A California limited partnership By: /s/ Richard T. Peery ------------------------------- Richard T. Peery, Trustee of the Richard T. Peery Separate Property Trust dated 7/20/77, as its General Partner Date: 10/22/04 ----------------------------- [Signature page to Bill of Sale] EXHIBIT A The Assets consist of the following used tangible personal property: