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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.
2
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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 th
