EX-10.1



 Exhibit 10.1 

September 26, 2014 
 EagleView Technology
Corporation and the other 
 Acquired Companies 
 3700 Monte
Villa Parkway, Suite 200 
 Bothell, Washington 98021 
 Fortis
Advisors LLC 
 4225 Executive Square 
 Suite 1040 

La Jolla, California 92037 
 Gentlemen: 

Reference is hereby made to the Agreement and Plan of Merger dated as of January 14, 2014 by and among Verisk Analytics, Inc., Insurance
Services Office, Inc., ISO Merger Sub I, Inc., EagleView Technology Corporation and Fortis Advisors, LLC, as the Stockholders’ Representative, as amended by letter amendment dated May 5, 2014 (as so amended, the “Merger
Agreement”). Capitalized terms utilized herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement. 

The parties to the Merger Agreement have agreed to further amend the terms, conditions, and provisions of the Merger Agreement as more fully
set forth and described below. Therefore, the undersigned hereby agree that Merger Agreement is hereby amended as follows: 
 Section 6.1(d) of the
Merger Agreement is hereby amended by deleting the text of Section 6.1(d) in its entirety and inserting the following in lieu thereof: 

“(d) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and there
shall not be in effect any voluntary agreement between Parent, Buyer, Acquisition Corporation or the Company and the Federal Trade Commission pursuant to which such party has agreed not to consummate the Merger for any period of time;
provided, that neither Parent, Buyer or Acquisition Corporation, on the one hand, nor the Company, on the other hand, shall enter into any such voluntary agreement without the written consent of the other party.” 

Section 9.1(b) of the Merger Agreement is hereby amended by deleting the text of Section 9.1(b) in its entirety and inserting the following in lieu
thereof: 
 “(b) by Buyer or the Company if the Merger shall not have been consummated by 11:59 p.m., Eastern Time, on December 31,
2014 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to a party whose failure to perform any material obligation
required to be performed by such party in breach of this Agreement has been a cause of, or results in, the failure of the Merger to be consummated by the End Date;” 







 Section 12.8 of the Merger Agreement is hereby amended by deleting the last sentence of Section 12.8 in
its entirety and inserting the following in lieu thereof: 
 “This Agreement may not be amended except by a written agreement executed
by Buyer, the Company and Stockholders’ Representative.” 
 This letter amendment may be executed in any number of counterparts,
each of which, when taken together, shall be deemed one and the same instrument. 
 Kindly indicate your agreement to the foregoing by
executing the enclosed counterpart of this letter in the space below provided for that purpose and returning it to the undersigned, whereupon the terms hereof shall be binding upon the parties hereto. 

 

			
	Very truly yours,
	
	INSURANCE SERVICES OFFICE, INC.
		
	By	 	         /s/ Scott G. Stephenson

		 	Name: Scott G. Stephenson
		 	 Title: President and Chief Executive

          Officer











			
	AGREED:
	
	EAGLEVIEW TECHNOLOGY CORPORATION
		
	By	 	         /s/ Christopher Barrow

		 	Name: Christopher Barrow
		 	Title: Chief Executive Officer
	
	EAGLE VIEW TECHNOLOGIES, INC.
		
	By	 	         /s/ Christopher Barrow

		 	Name: Christopher Barrow
		 	Title: President
	
	PICTOMETRY INTERNATIONAL CORP.
		
	By	 	         /s/ Christopher Barrow

		 	Name: Christopher Barrow
		 	Title: President
	
	PICTOMETRY CANADA CORP.
		
	By	 	         /s/ Richard Jacobs

		 	Name: Richard Jacobs
		 	Title: President
	
	PICTOMETRY INTERNATIONAL (EMEA) LIMITED
		
	By	 	         /s/ Linda Salpini

		 	Name: Linda Salpini
		 	Title: Secretary
	
	 FORTIS ADVISORS, LLC acting solely in its capacity as Stockholders’

Representative

		
	By	 	         /s/ Ryan Simkin

		 	Name: Ryan Simkin
		 	Title: Managing Director









	 	cc:	DLA Piper LLP (US) 

 701 Fifth Avenue, Suite 7000 

Seattle, Washington 98104 

Attention: Michael Hutchings, Esq. 

McCarter & English, LLP 

Four Gateway Center 
 100 Mulberry
Street 
 Newark, New Jersey 07102 

Attention: Lisa Heeb, Esq.