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Traffic.com, Inc. – IPO: ‘S-1’ on 8/30/05 – EX-10.4

On:  Tuesday, 8/30/05, at 9:49pm ET   ·   As of:  8/31/05   ·   Accession #:  1047469-5-22277   ·   File #:  333-127973

Previous ‘S-1’:  None   ·   Next:  ‘S-1/A’ on 9/21/05   ·   Latest:  ‘S-1/A’ on 1/24/06

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/31/05  Traffic.com, Inc.                 S-1                   46:5.8M                                   Merrill Corp/New/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.11M 
 2: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     96K 
11: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     52K 
12: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     53K 
13: EX-4.12     Instrument Defining the Rights of Security Holders  HTML     53K 
14: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     53K 
15: EX-4.14     Instrument Defining the Rights of Security Holders  HTML     50K 
16: EX-4.15     Instrument Defining the Rights of Security Holders  HTML     53K 
17: EX-4.16     Instrument Defining the Rights of Security Holders  HTML     53K 
18: EX-4.17     Instrument Defining the Rights of Security Holders  HTML     52K 
19: EX-4.18     Instrument Defining the Rights of Security Holders  HTML     52K 
20: EX-4.19     Instrument Defining the Rights of Security Holders  HTML     38K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     38K 
21: EX-4.20     Instrument Defining the Rights of Security Holders  HTML     50K 
22: EX-4.21     Instrument Defining the Rights of Security Holders  HTML     53K 
23: EX-4.22     Instrument Defining the Rights of Security Holders  HTML     55K 
24: EX-4.23     Instrument Defining the Rights of Security Holders  HTML     53K 
25: EX-4.24     Instrument Defining the Rights of Security Holders  HTML     84K 
26: EX-4.25     Instrument Defining the Rights of Security Holders  HTML     90K 
27: EX-4.26     Instrument Defining the Rights of Security Holders  HTML     75K 
28: EX-4.27     Instrument Defining the Rights of Security Holders  HTML    116K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     55K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     38K 
 6: EX-4.5      Instrument Defining the Rights of Security Holders  HTML     54K 
 7: EX-4.6      Instrument Defining the Rights of Security Holders  HTML     53K 
 8: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     52K 
 9: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     52K 
10: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     53K 
29: EX-10.1     Material Contract                                   HTML     74K 
38: EX-10.10    Material Contract                                   HTML     36K 
39: EX-10.11    Material Contract                                   HTML     36K 
40: EX-10.12    Material Contract                                   HTML     18K 
41: EX-10.13    Material Contract                                   HTML     21K 
42: EX-10.14    Material Contract                                   HTML     17K 
43: EX-10.15    Material Contract                                   HTML     30K 
44: EX-10.17    Material Contract                                   HTML    124K 
45: EX-10.18    Material Contract                                   HTML    111K 
30: EX-10.2     Material Contract                                   HTML     60K 
31: EX-10.3     Material Contract                                   HTML    243K 
32: EX-10.4     Material Contract                                   HTML     34K 
33: EX-10.5     Material Contract                                   HTML     39K 
34: EX-10.6     Material Contract                                   HTML     29K 
35: EX-10.7     Material Contract                                   HTML    233K 
36: EX-10.8     Material Contract                                   HTML    103K 
37: EX-10.9     Material Contract                                   HTML     26K 
46: EX-23.1     Consent of Experts or Counsel                       HTML     16K 


EX-10.4   —   Material Contract
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"First Amendment to Lease
"Memorandum of Commencement Date
"QuickLinks

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Exhibit 10.4


FIRST AMENDMENT TO LEASE

        THIS FIRST AMENDMENT TO LEASE (or the "Agreement"), dated this 30th day of April, 2001, by and between FV OFFICE PARTNERS II, L.P., a limited partnership organized and existing under the laws of Delaware, (hereinafter referred to as "Landlord") and TRAFFIC.COM, INC., a corporation organized and existing under the laws of Delaware whose present address is 851 Duportail Road, Wayne, PA 19087 (hereinafter referred to as "Tenant").

WITNESSETH THAT:

        WHEREAS, Landlord leased certain Premises at Chesterbrook Corporate Center in the building located at 851 Duportail Road, Wayne, Pennsylvania 19087, to Tenant pursuant to that certain Lease dated June 14, 2000 providing for the leasing of a total of 30,458 rentable square feet of office space (hereinafter referred to as the "Lease"), the Premises being more particularly described therein; and

        WHEREAS, Landlord has also agreed to provide and Tenant has agreed to lease an additional approximately 1,852 rentable square feet of space in the basement of the Building (the "Phase III Premises") and designated as "Phase III" on the plan attached hereto as Exhibit "A".

        WHEREAS, Landlord and Tenant have agreed to the following changes and that effective immediately the Lease will be amended as follows:

        1.     Article 3(a), Term, shall be deleted in its entirety and replaced with the following:

        2.     Effective June 1, 2001, the following Article 3(b)(i) shall be added to the Lease:

        3.     Effective June 1, 2001, Article 3(c) shall be deleted in its entirety and replaced with the following:

        4.     Effective June 1, 2001, the term Premises as used in the Lease shall thereafter include the Phase III Premises.

        5.     Effective June 1, 2001, the minimum fixed annual rent (the "Fixed Rent") shall be increased by the sum One Thousand Two Hundred Dollars ($1,200.00) payable in lawful money of the United States of America in equal monthly installments in advance and without demand, notice, set-off, or deduction on the first day of each and every month during the initial Term of the Lease.

        6.     Tenant hereby accepts the Phase III Premises in its present condition, without any representation or warranty of Landlord as to the condition of the Phase III Premises or as to the use that may be made thereof. Landlord is leasing and Tenant is accepting the Phase III Premises in its "as is, where is" condition, and Tenant acknowledges that Landlord has not made, nor shall Landlord be deemed to have made, any representation or warranty, express or implied, with respect to the Phase III Premises in connection with this Amendment, it being agreed that all risks incident thereto are to be

1



borne by Tenant. Tenant acknowledges that Landlord shall have no responsibility to make any improvements to the Phase III Premises in connection with this Amendment.

        7.     Article 34, Security Deposit, shall be deleted in its entirety and replaced with the following:

        8.     Tenant hereby reconfirms and restates the following Confession of Judgment which shall apply to the Lease as amended:

2


TENANT PLEASE INITIAL HERE   /s/ [ILLEGIBLE]

        9.     Tenant hereby acknowledges and agrees that, since July 10, 2000, construction of the improvements in the Phase I Premises pursuant to the Tenant's Layout Plans and the Engineering Plans dated July 31, 2000, which were subsequently revised and updated on August 8, 2000 and August 23, 2000, has been completed.

        10.   Tenant represents and warrants to Landlord that it has not employed, dealt with or negotiated with any broker or agent other than Fox Realty Co. and The Staubach Company of Pennsylvania. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all demands, actions, loss, damage, or liability, including, without limitation, reasonable attorneys' fees, to which Landlord may now or hereafter become subject by reason of any claim for commission, fee, or other compensation to any other broker or agent.

        11.   The submission by Landlord to Tenant of this First Amendment to Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises nor confer any rights or impose any obligations upon either party until execution thereof by Landlord and the delivery of an executed original copy thereof to Tenant.

        12.   All capitalized terms in this Amendment will have the meaning set forth in the Lease, except as specifically amended hereby.

        13.   All of the terms, conditions, and provisions of the Lease are incorporated herein by reference as fully as though set forth in this Amendment.

        14.   All other terms and conditions shall remain in full force and effect, unmodified.

        15.   The individual signing below on behalf of the Tenant represents that he has the authority and power to bind the Tenant.

3



        IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Lease of presaid.

    LANDLORD:
FV OFFICE PARTNERS II, L.P.
a Delaware limited partnership

 

 

By:

 

FVGP II, L.L.C., a Pennsylvania limited
liability company, General Partner

 

 

By:

 

/s/  
ROBERT G. LEE      
Robert G. Lee
a Member

 

 

 

 

TENANT:
TRAFFIC.COM, INC.
a Delaware corporation

 

 

By:

 

/s/ [ILLEGIBLE]


 

 
    Name:   [ILLEGIBLE]    
    Title:   VP FINANCE    

4


GRAPHIC



MEMORANDUM OF COMMENCEMENT DATE

        THIS MEMORANDUM OF COMMENCEMENT DATE made this 1st day of April 2001.

        FV OFFICE PARTNERS II, L.P. ("Landlord") and TRAFFIC.COM, INC. ("Tenant") are parties to a certain Agreement of Lease ("Lease") dated June 14, 2000 with respect to Premises identified as portions of the first and second floors.

        Pursuant to the Lease, Landlord and Tenant do hereby confirm that the Term of the Lease with respect to the Phase II Premises shall commence on April 1, 2001 and, subject to such rights of renewal or extension, if any, as are expressly provided therein, shall expire October 31, 2005.

        IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum the day and year first above written.

LANDLORD:   TENANT:
FV OFFICE PARTNERS II, L.P.
a Delaware limited partnership
  TRAFFIC.COM, INC.
a Delaware corporation

By:

 

FVGR II, L.L.C., a Pennsylvania limited
liability company, General Partner

 

By:

 

[ILLEGIBLE]


 

 

 

 

Name:

 

[ILLEGIBLE]


By:

 

/s/  
ROBERT G. LEE      
Robert G. Lee
a Member

 

Title:

 

VP FINANCE




QuickLinks

FIRST AMENDMENT TO LEASE
MEMORANDUM OF COMMENCEMENT DATE

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1’ Filing    Date    Other Filings
10/31/05None on these Dates
Filed as of:8/31/05
Filed on:8/30/05
6/1/01
5/1/01
4/1/01
10/16/00
10/10/00
8/23/00
8/8/00
7/31/00
7/10/00
6/14/00
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Filing Submission 0001047469-05-022277   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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