Reis, Inc. – ‘425’ on 10/12/06 re: Reis, Inc. – EX-10.1

On:  Thursday, 10/12/06, at 4:03pm ET   ·   Accession #:  950123-6-12516   ·   File #:  1-12917

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Form 8-K                                            HTML     21K 
 2: EX-2.1      Ex-2.1: Agreement and Plan of Merger                 128    496K 
 3: EX-10.1     Ex-10.1: Voting Agreement                              8     31K 
 4: EX-99.1     Ex-99.1: Press Release                                 4     19K 

EX-10.1   —   Ex-10.1: Voting Agreement
Exhibit Table of Contents

EX-10.1
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                                                                    Exhibit 10.1

VOTING AGREEMENT

     THIS VOTING AGREEMENT, dated as of October 11, 2006, is entered into by and
among WELLSFORD REAL PROPERTIES, INC., a Maryland corporation ("Parent"), and   
the stockholders of REIS, INC., a Delaware corporation (the "Company"), whose   
names appear on Schedule A hereto (each a "Stockholder" and collectively, the   
"Stockholders").                                                                

 WITNESSETH:

   WHEREAS, Parent, the Company, and [Merger Subsidiary], a Maryland limited
liability company ("Merger Sub"), are parties to an Agreement and Plan of       
Merger, dated as of the date hereof (the "Merger Agreement"), whereby Merger Sub
will merge with and into the Company (the "Merger"), with the Merger Sub        
surviving as a wholly owned subsidiary of Parent;                               

WHEREAS, each Stockholder is the sole beneficial owner (and holds sole
beneficial voting power) of the Shares (as defined below) set forth opposite    
such Stockholder's name on Schedule A hereto; and                               

 WHEREAS, as a condition and inducement to Parent's willingness to enter
into the Merger Agreement, each Stockholder has agreed to vote all of its Shares
pursuant to the terms and conditions of this Agreement and to certain other     
matters set forth herein.                                                       

   NOW, THEREFORE, in consideration of the foregoing and in consideration of
the mutual covenants and agreements contained herein and intending to be legally
bound, the parties agree as follows:                                            

    1. Defined Terms. For purposes of this Agreement the following terms shall
have the following meanings (all other capitalized terms not otherwise defined  
herein shall have the meanings ascribed thereto in the Merger Agreement):       

          1.1 Expiration Time. "Expiration Time" shall mean the earlier to occur
of (a) the termination of the Merger Agreement in accordance with its terms, or 
(b) the Effective Time of the Merger.                                           

       1.2 Shares. "Shares" shall mean (with respect to each Stockholder):
(a) all equity securities of the Company (including all shares of Company Stock 
and all options, warrants or other securities convertible into or exercisable   
for shares of Company Stock or any other equity securities of the Company) and  
any other rights to acquire shares or securities convertible into or exercisable
for shares of Company Stock or any other equity securities of the Company       
beneficially owned by such Stockholder as of the date of this Agreement and (b) 
all additional shares of Company Stock which such Stockholder acquires          
beneficial ownership of during the period from the date of this Agreement       
through the Expiration Time.                                                    

 2. Representations and Warranties of Each Stockholder. Each Stockholder
hereby severally and not jointly represents and warrants to Parent as follows:  

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2.1 Title to the Shares. Such Stockholder is the owner (both
beneficially and of record) of the Shares set forth opposite his name on        
Schedule A hereto. Such Stockholder has the exclusive power to vote the Shares  
on all matters submitted to holders of shares of Company Stock. Such Stockholder
has good and marketable title to and, except as set forth on Schedule A hereto  
owns all of the Shares free and clear of all security interests, liens, claims, 
pledges, options, rights of first refusal, agreements, limitations on voting    
rights, restrictions, charges, proxies and other encumbrances of any nature.    
Except as set forth on Schedule A hereto, (i) such Stockholder hereby revokes   
any and all proxies or powers of attorney in existence immediately prior to the 
execution of this Agreement with respect to the Shares, and (ii) such           
Stockholder has not appointed or granted any proxy, which appointment or grant  
is still effective, with respect to the Shares.                                 

      2.2 Authority Relative to this Agreement. Such Stockholder has all
necessary power and authority to execute and deliver this Agreement, to perform 
his obligations hereunder and to consummate the transactions contemplated       
hereby. This Agreement has been duly and validly executed and delivered by such 
Stockholder and, assuming the due authorization, execution and delivery by      
Parent, constitutes his legal, valid and binding obligation, enforceable against
him in accordance with its terms, (a) except as may be limited by bankruptcy,   
insolvency, moratorium or other similar laws affecting or relating to           
enforcement of creditors' rights generally, and (b) subject to general          
principles of equity. If such Stockholder is married, or marries prior to the   
Expiration Time, and such Stockholder's Shares constitute community property or 
otherwise require spousal or other approval in order for this Agreement to be   
legal, valid and binding, this Agreement has been (or, prior to the marriage,   
will be) approved executed and delivered by, and constitutes (or, prior to the  
marriage, will constitute) a legal, valid and binding obligation of, such       
Stockholder's spouse, enforceable against such spouse in accordance with its    
terms.                                                                          

         2.3 No Conflict. The execution and delivery of this Agreement by such
Stockholder does not, and the performance of this Agreement by such Stockholder 
will not, (a) require any consent, approval, authorization or permit of, or     
filing with or notification to, any Governmental Authority by such Stockholder  
or (b) conflict with or violate any law, rule, regulation, order, judgment or   
decree applicable to such Stockholder.                                          

3. Covenants of Stockholder.                                          

      3.1 Restriction on Transfer. Each Stockholder hereby covenants and
agrees that prior to the termination or expiration of this Agreement, except as 
otherwise specifically contemplated by this Agreement or as set forth on        
Schedule A hereto, such Stockholder shall not, and shall not offer or agree to  
or consent to, sell, transfer, tender, assign, hypothecate or otherwise dispose 
of, grant any proxy to, deposit any Shares into a voting trust, enter into a    
voting trust agreement or any other voting arrangement or create or permit to   
exist any additional security interest, lien, claim, pledge, option, right of   
first refusal, agreement, limitation on voting rights, charge or other          
encumbrance of any nature whatsoever with respect to the Shares.                

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         3.2 Additional Shares. Prior to the Expiration Time, each Stockholder
will promptly notify the Parent of the kind and number of any Company Stock     
acquired directly or beneficially by such Stockholder, if any, after the date   
hereof. Any such shares shall become "Shares" within the meaning of this        
Agreement.                                                                      

4. Voting Agreement.                                                  

          4.1 Voting Agreement. Each Stockholder agrees that, at all times prior
to the Expiration Time, at every meeting of the stockholders of the Company     
(however called), and at every adjournment or postponement thereof, and on every
action or approval by written consent of the stockholders of the Company, such  
Stockholder shall be present (in person or by proxy) for purposes of            
establishing a quorum thereat and shall vote all of the Shares, or shall cause  
the Shares to be voted, (a) in favor of the Company Charter Amendment, (b) in   
favor of the adoption, approval and consummation of the Merger, the Merger      
Agreement and the other transactions contemplated thereby, and in favor of any  
matter that could reasonably be expected to facilitate the Merger (to the extent
that the Shares have a right to vote thereon), and (c) against any proposal     
(other than the Merger Agreement and the transactions contemplated thereby) that
could reasonably be expected to (i) result in any change in the directors of the
Company, any change in the present capitalization of the Company or any         
amendment to the Company's certificate of incorporation or the Company's bylaws,
(ii) result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement, (iii) impair 
in any material respect the ability of the Company to perform its obligations   
under the Merger Agreement, or (iv) otherwise prevent, materially delay or      
interfere with the consummation of the transactions contemplated by the Merger  
Agreement.                                                                      

        4.2 Other Voting; Stockholder Capacity. Each Stockholder may vote on
all issues other than those specified in this Section 4 that may come before any
meeting of the stockholders of the Company in its sole discretion. Parent       
acknowledges and agrees that each Stockholder is executing and delivering this  
Agreement solely in Stockholder's capacity as the record and beneficial owner of
the Shares and no provision of this Agreement shall limit or otherwise restrict 
such Stockholder with respect to any act or omission that such Stockholder may  
undertake or authorize in such Stockholder's capacity as an officer of the      
Company or a member of the Board of Directors of the Company, as the case may   
be.                                                                             

5. Consents and Waivers.                                              

         5.1 Consummation of Merger. Each Stockholder hereby gives any and all
consents and waivers that are required for the consummation of the Merger under 
the terms of any agreements to which such Stockholder is a party or pursuant to 
any rights such Stockholder may have, in any case only in such Stockholder's    
capacity as the holder of the Shares (and specifically excluding, for example,  
any agreement or rights such Stockholder may have pursuant to any employment or 
severance agreement) or as a director of the Company.                           

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      5.2 Waiver of Appraisal Rights. Each Stockholder hereby waives any
rights of appraisal or rights to dissent (pursuant to the DGCL or otherwise)    
with respect to the Merger.                                                     

6. Certain Events. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to the Shares and shall be binding on any    
Person to which legal or beneficial ownership of such Shares shall pass, whether
by operation of law or otherwise. In the event of any stock split, stock        
dividend, merger, reorganization, recapitalization or other change in the       
capital structure of the Company affecting Company Stock or other voting        
securities of the Company, the number of Shares shall be deemed adjusted        
appropriately and this Agreement and the obligations hereunder shall            
automatically and without any additional action by the parties attach to any    
additional shares of Company Stock issued to or acquired by such Stockholder.   

     7. Termination. This Agreement shall terminate on the first to occur of (a)
the Effective Time or (b) the termination of the Merger Agreement in accordance 
with its terms, provided that the provisions of Section 8 of this Agreement     
shall survive any such termination and no such termination of this Agreement    
shall relieve any party from liability for any breach of this Agreement.        

8. Miscellaneous.                                                     

        8.1 Expenses. All costs and expenses incurred in connection with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.                                                        

         8.2 Specific Performance. The parties hereto agree that, in the event
any provision of this Agreement is not performed in accordance with the terms of
this Agreement, (a) the non-breaching party will sustain irreparable damages for
which there is not an adequate remedy at law for money damages and (b) the      
parties shall be entitled to specific performance of the terms of this          
Agreement, in addition to any other remedy at law or in equity.                 

         8.3 Entire Agreement. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and          
supersedes all prior agreements and understandings, both written and oral, among
such parties with respect to the subject matter hereof.                         

        8.4 Assignment. Without the prior written consent of the other party
to this Agreement, no party may assign any rights or delegate any obligations   
under this Agreement, by operation of law or otherwise. Any such purported      
assignment or delegation made without prior consent of the other party hereto   
shall be null and void.                                                         

        8.5 Parties in Interest. This Agreement shall be binding upon, inure
solely to the benefit of, and be enforceable by, the parties hereto and their   
successors and permitted assigns. Nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person not a party hereto any     
right, benefit or remedy of any nature whatsoever under or by reason of this    
Agreement.                                                                      

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 8.6 Amendment. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.                             

         8.7 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public   
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of   
this Agreement is not affected in any manner materially adverse to any party.   
Upon such determination that any term or other provision is invalid, illegal or 
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as     
closely as possible in a mutually acceptable manner in order that the terms of  
this Agreement remain as originally contemplated to the fullest extent possible.

  8.8 Notices. Except as otherwise provided herein, all notices,
requests, claims, demands and other communications hereunder shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt) by
delivery in person, by overnight courier, by facsimile transmission or by       
registered or certified mail (postage prepaid, return receipt requested) to the 
respective parties at the following addresses (or at such other address for a   
party as shall be specified in a notice given in accordance with this Section   
8.8):                                                                           

if to Parent:                                                         

Wellsford Real Properties, Inc.                   
535 Madison Avenue, 26th Floor                    
New York, NY 10022                                
Attention: Mark P. Cantaluppi                     
James J. Burns              
Telephone: (212) 838-3400                         
Facsimile: (212) 421-7244                         

with additional copies to:                                            

King & Spalding LLP                               
1185 Avenue of the Americas                       
New York, New York 10036                          
Telephone: (212) 556-2100                         
Facsimile: (212) 556-2222                         
Attention: Michael J. O'Brien                     
Stephen M. Wiseman          

if to Stockholder:                                                    

           At the address specified below such Stockholder's name on the
Schedule A hereto.                                

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with additional copies to:                                            

Bryan Cave LLP                                    
1290 Avenue of the Americas                       
New York, NY 10104                                
Attention: Renee E. Frost                         
Facsimile: (212) 541-4630                         
Telephone: (212) 541-2000                         

         8.9 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York applicable to contracts   
executed in and to be performed in New York without regard to any principles of 
choice of law or conflicts of law of such state.                                

       8.10 Headings. The descriptive headings contained in this Agreement
are included for convenience of reference only and shall not affect in any way  
the meaning or interpretation of this Agreement.                                

   8.11 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the   
different parties hereto in separate counterparts, each of which when so        
executed and delivered shall be deemed to be an original but all of which taken 
together shall constitute one and the same agreement.                           

    8.12 Additional Documents. Each Stockholder hereby covenants and
agrees to execute and deliver any additional documents necessary or desirable,  
in the reasonable opinion of Parent, to carry out the intent of this Agreement. 

          8.13 Waiver of Jury Trial. Each party acknowledges and agrees that any
controversy which may arise under this Agreement is likely to involve           
complicated and difficult issues, and therefore each party hereby irrevocably   
and unconditionally waives any right such party may have to a trial by jury in  
respect of any litigation directly or indirectly arising out of or relating to  
this Agreement or the transactions contemplated by this Agreement. Each party   
certifies and acknowledges that (a) no representative of any other party has    
represented, expressly or otherwise, that such other party would not, in the    
event of litigation, seek to enforce the foregoing waiver, (b) each such party  
understands and has considered the implications of this waiver, (c) each such   
party makes this waiver voluntarily, and (d) each such party has been induced to
enter into this Agreement by, among other things, the waivers and certifications
in this Section 8.13.                                                           

[signatures to follow]

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     IN WITNESS WHEREOF, the parties have executed or have caused this Agreement
to be executed by their respective officers or other authorized persons         
thereunto duly authorized as of the date first above written.                   

PARENT:                         

WELLSFORD REAL PROPERTIES, INC. 

By  /s/ Mark P. Cantaluppi      
                     -----------------------------------------------
Name:  Mark P. Cantaluppi       
                        --------------------------------------------
                  Title:  Chief Financial Officer and Vice President
                         -------------------------------------------

STOCKHOLDERS:                   

/s/ Lloyd Lynford               
                  --------------------------------------------------
Lloyd Lynford                   
Address: c/o Reis, Inc.         
  530 Fifth Avenue
    New York, NY 10036

/s/ Jonathan Garfield           
                  --------------------------------------------------
Jonathan Garfield               
Address: c/o Reis, Inc.         
  530 Fifth Avenue
    New York, NY 10036

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                                                                      Schedule A

 EXISTING SHARES

                                                                [Download Table]

NAME OF STOCKHOLDER                              SHARES                       
-------------------                              ------                       
                                                                              
Lloyd Lynford         (1) Common Stock, par value $0.01 per share: 2,464,399  
                      shares                                                  

                      277,266 shares of Common Stock pledged to the Company to
                      secure a loan, and an irrevocable proxy granted to the  
                      Company with respect to such shares, effective upon an  
                      Event of Default (as defined in the Pledge Agreement,   
                      dated as of August 7, 1998, as amended, between such    
                      Stockholder and the Company)                            

                      (2) Series D Preferred Stock, par value $0.01 per       
                      share: 33 shares                                        

Jonathan Garfield     (1) Common Stock, par value $0.01 per share: 1,639,047  
                      shares                                                  

                      128,730 shares of Common Stock pledged to the Company to
                      secure a loan, and an irrevocable proxy granted to the  
                      Company with respect to such shares, effective upon an  
                      Event of Default (as defined in the Pledge Agreement,   
                      dated as of August 7, 1998, as amended, between such    
                      Stockholder and the Company)                            

                      (2) Series D Preferred Stock, par value $0.01 per       
                      share: 83 shares                                        

Sch. A-1

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘425’ Filing		Date		First		Last			Other Filings
Filed on:		10/12/06							8-K
		10/11/06		1					8-K
		8/7/98		8
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