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8-K - FORM 8-K - Verisk Analytics, Inc.d723301d8k.htm

Exhibit 10.1

May 5, 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 (the “Merger Agreement”) 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. 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 amend the terms, conditions, and provisions of the Merger Agreement for the purposes more fully set forth and described herein below. Therefore, the undersigned hereby agree that Merger Agreement is hereby amended as follows:

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 June 30, 2014 (the “End Date”); provided, however, that (i) the End Date shall be extended to July 15, 2014, if the only reason the Closing shall not have occurred by June 30, 2014, is the failure of the condition set forth in Section 6.1(d) (although such extension shall not occur if the failure of such condition has been caused or resulted from one party’s action or failure to act constituting a breach of this Agreement and the other party does not consent to such extension) and/or the failure to obtain the Company Preferred Stockholder Closing Consent, and (ii) the End Date shall be extended to September 30, 2014, if the only reason the Closing shall not have occurred by July 15, 2014, is the failure to of the condition set forth in Section 6.1(d) (although such extension shall not occur if the failure of such condition has been caused or resulted from one party’s action or failure to act constituting a breach of this Agreement and the other party does not consent to such extension); provided, further, 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;”


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

 

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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.

 

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