Reis, Inc. Watch

from SC 13D 1 page Joint Filing Agreement

from 8-A12B 3 pages 016570| 003590|127c|restricted||4|057-423 E Common Stock ................................................................................................... Common Stock Par Value $.02 This Certificate Is Transferable in Li*vj ^1n • • -R^1-^-V4~t Canton, Ma and Jersey City, Nj REIS • •• •%. ^ I L^» ....................................................................................... Fcmw^i ^**^|| I Cate •• Xxj-^xv^ ...................... Shares R • .............................. **60062o****** H Dflfl .................................................................................................................. ***60o62o***** ; Uuu .................................................................................................................... ****Gggg2q**** Tfl Reis, Inc. ............................................................................................................. *****G00620*** J Incorporated Under the Laws of the State of Maryland * 6006 20* “ “Mr .Alexander Davidsample — MR.ALEXANDER David Sample — MR.ALEXANDER David Sample “Mr .Alexander D9«t Salb^lefler David Sample L!l5\s*^j??ft«5?lhe This Certificate That I Nlo Otr\ I Ll~lto I L~lr\l Sample""|mr.*ps*ider M^w Sftnpfc “J|prvi|xa Ndfl-Ba Vkqa Mplfc “1| Ilpymbtf Der R^t^ Salhp|l"*«|r^lf^irrnhir-Da*vk1(v^lexander Sfft’s Iu’^c-Tl-Kjul D1 >i ^ 4ylwa^ ^ ......................................................................................... Rn^tp 7 Rq^^p Id R Alexander Lavdman\lft “-*P*f /Gxmbsi II Vid Simp Let-Mr Vhra Nlev[wvidv Wle""'l»^ljxa*fftllid S^flfcwavltftirnple” .... ^uo-Ljt /J^oojt _Lu -J “/W” ^m^i"'•’safl ___O Col’^? ‘ Okil ‘ Ifi-Fr MR.ALEXANDER Davidsample — MR.ALEXANDER David Sample — MR.ALEXANDER David Sample — MR.ALEXANDER Da\kjrsakaptotret David Sample Sjflt-^i. ‘ ‘ Tjli’fr ‘ ‘•jtfvi?

from SC 13D 3 pages Reference Is Made to the (I) Agreement and Plan of Merger (As Amended From Time to Time, the “Agreement”), Dated as of the Date Hereof, Among Wellsford Real Properties, Inc., a Maryland Corporation (“Wrp”), REIS Services, LLC, a Maryland Limited Liability Company and a Wholly-Owned Subsidiary of Wrp (“LLC”), and Reis, Inc., a Delaware Corporation (“REIS”), Pursuant to Which REIS Shall Merge (The “Merger”) With and Into LLC; (II) the Amended and Restated Employment Agreement, Dated as of July 25, 2003, Between REIS and Lloyd Lynford (The “Lynford Employment Agreement”) and (III) the Amended and Restated Employment Agreement, Dated as of July 25, 2003, Between REIS and Jonathan Garfield (The “Garfield Employment Agreement”). Capitalized Terms Used Herein and Not Otherwise Defined Shall Have the Meanings Ascribed to Them in the Agreement. Notwithstanding Anything to the Contrary in the Agreement, the Lynford Employment Agreement or the Garfield Employment Agreement, the Parties Hereto Hereby Agree to the Following

from SC 13D 3 pages Reference Is Made to the (I) Agreement and Plan of Merger (As Amended From Time to Time, the “Agreement”), Dated as of the Date Hereof, Among Wellsford Real Properties, Inc., a Maryland Corporation (“Wrp”), REIS Services, LLC, a Maryland Limited Liability Company and a Wholly-Owned Subsidiary of Wrp (“LLC”), and Reis, Inc., a Delaware Corporation (“REIS”), Pursuant to Which REIS Shall Merge (The “Merger”) With and Into LLC; (II) the Amended and Restated Employment Agreement, Dated as of July 25, 2003, Between REIS and Lloyd Lynford (The “Lynford Employment Agreement”) and (III) the Amended and Restated Employment Agreement, Dated as of July 25, 2003, Between REIS and Jonathan Garfield (The “Garfield Employment Agreement”). Capitalized Terms Used Herein and Not Otherwise Defined Shall Have the Meanings Ascribed to Them in the Agreement. Notwithstanding Anything to the Contrary in the Agreement, the Lynford Employment Agreement or the Garfield Employment Agreement, the Parties Hereto Hereby Agree to the Following

from 8-K 1 page Agreement Terminating the Reg. Rights Agreement

from 8-K 1 page Warrant Sale Agreement

from 8-K 1 page Warrant Sale Agreement

from 10-K 1 page Letter Agreement Dated May 28, 1999

from 10-K ~20 pages Registration Rights Agreement

from 10-K ~50 pages Warrant Agreement Dated May 28, 1999

from 10-K ~5 pages Amendment No. 2 to Warrant Agreement

from 10-K ~20 pages Indenture or similar

from SC 13D/A >50 pages LLC Operating Agreement, 8/28/97

from 8-K ~50 pages Indenture or similar

from SC 13D ~50 pages Warrant Agreement

from S-11 1 page Number Incorporated Under the Laws of the State of Maryland Shares P Wellsford Real Properties, Inc. See Reverse for Certain Definitions 2,000,000 Shares $.01 Par Value Each Series a 8% Convertible Redeemable Preferred Stock This Certifies That Is the Owner of Fully Paid and Non-Assessable Series a 8% Convertible Redeemable Preferred Stock of Wellsford Real Properties, Inc. Transferable on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. Witness, the Seal of the Corporation and the Signatures of Its Duly Authorized Officers. Dated - Secretary President <page> the Following Abbreviations, When Used in the Inscription on the Face of This Certificate, Shall Be Construed as Though They Were Written Out in Full According to Applicable Laws or Regulations: Ten Com -- As Tenants in Common Ten Ent - As Tenants by the Entireties Jt Ten - As Joint Tenants With Right of Survivorship and Not as Tenants in Common Unif Gift Min Act-- Custodian (Cust) (Minor) Under Union Gifts to Minors Act (State) Additional Abbreviations May Also Be Used Though Not in the Above List. for Value Received, Hereby Sell, Assign and Transfer Unto Please Insert Social Security or Other Identifying Number of Assignee | | | | (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) Shares of the Common Stock Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises. Dated 19 in Presence of Notice: The Signature to This Assignment Must Correspond With the Name as Written Upon the Face of the Certificate in Every Particular Without Alteration or Enlargement or Any Change Whatever

from S-11 1 page Number Incorporated Under the Laws of the State of Maryland Shares a Wellsford Real Properties, Inc. See Reverse for Certain Definitions 350,000 Shares of $0.1 Par Value Each Class a Common Stock This Certifies That Is the Owner of Fully Paid and Non-Assessable Shares of the Common Stock of Wellsford Real Properties, Inc. Transferable on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. Witness, the Seal of the Corporation and the Signatures of Its Duly Authorized Officers. Dated - Secretary President <page> the Following Abbreviations, When Used in the Inscription on the Face of This Certificate, Shall Be Construed as Though They Were Written Out in Full According to Applicable Laws or Regulations: Ten Com -- As Tenants in Common Ten Ent - As Tenants by the Entireties Jt Ten - As Joint Tenants With Right of Survivorship and Not as Tenants in Common Unif Gift Min Act-- Custodian (Cust) (Minor) Under Union Gifts to Minors Act (State) Additional Abbreviations May Also Be Used Though Not in the Above List. for Value Received Hereby Sell, Assign and Transfer Unto Please Insert Social Security or Other Identifying Number of Assignee | | | | (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) Shares of the Common Stock Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises. Dated 19 in Presence of Notice: The Signature to This Assignment Must Correspond With the Name as Written Upon the Face of the Certificate in Every Particular Without Alteration or Enlargement or Any Change Whatever

from 10-12B/A 1 page Specimen Certificate