EagleView Technology Corporation and the other Acquired Companies

Exhibit 10.1

September 26, 2014

EagleView Technology Corporation and the other

Acquired Companies

0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000

Xxxxxxx, Xxxxxxxxxx 00000

Fortis Advisors LLC

0000 Xxxxxxxxx Xxxxxx

Xxxxx 0000

Xx Xxxxx, Xxxxxxxxxx 00000

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/ Xxxxx X. Xxxxxxxxxx
		Name: Xxxxx X. Xxxxxxxxxx
		Title: President and Chief Executive           Officer

AGREED:
EAGLEVIEW TECHNOLOGY CORPORATION
By		/s/ Xxxxxxxxxxx Xxxxxx
		Name: Xxxxxxxxxxx Xxxxxx
		Title: Chief Executive Officer
EAGLE VIEW TECHNOLOGIES, INC.
By		/s/ Xxxxxxxxxxx Xxxxxx
		Name: Xxxxxxxxxxx Xxxxxx
		Title: President
PICTOMETRY INTERNATIONAL CORP.
By		/s/ Xxxxxxxxxxx Xxxxxx
		Name: Xxxxxxxxxxx Xxxxxx
		Title: President
PICTOMETRY CANADA CORP.
By		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: President
PICTOMETRY INTERNATIONAL (EMEA) LIMITED
By		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Secretary
FORTIS ADVISORS, LLC acting solely in its capacity as Stockholders’ Representative
By		/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Director

cc: DLA Piper LLP (US)

000 Xxxxx Xxxxxx, Xxxxx 0000

Xxxxxxx, Xxxxxxxxxx 00000

Attention: Xxxxxxx Xxxxxxxxx, Esq.

XxXxxxxx & English, LLP

Four Gateway Center

000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxx Xxxxxx 00000

Attention: Xxxx Xxxx, Esq.