8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) December 6, 2007 (November 30, 2007)

          REIS, INC.          
(Exact Name of Registrant as Specified in Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12917	13-3926898
(Commission File Number)	(IRS Employer Identification No.)
530 Fifth Avenue, New York, NY	10036
(Address of Principal Executive Offices)	(Zip Code)

(212) 921-1122

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

     This Current Report on Form 8-K/A amends the Current Report on Form 8-K (the “Initial 8-K”) of Reis, Inc. filed with the Securities and Exchange Commission on December 4, 2007. Disclosure contained in the Initial 8-K that was intended to be furnished under Item 2.02 was incorrectly labeled as being filed under Item 3.01, both in the heading within the Initial 8-K and in the EDGAR tagging associated with the Initial 8-K. This Form 8-K/A amends and restates the Initial 8-K in its entirety. Other than correcting the misidentification of the above-referenced disclosure, no other changes have been made to the disclosure contained in the Initial 8-K.

Item 2.02 Results of Operations and Financial Condition

On November 30, 2007, Reis, Inc. (the “Company”) held a conference call to discuss the Company’s financial results for the third quarter of 2007. Pursuant to General Instruction F to Form 8-K, a copy of the transcript from the conference call (the “Transcript”) is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference. The Transcript has been selectively edited to delete material that was repeated by the speakers following a technical interruption to the call and to facilitate the understanding of the information communicated during the conference call. The information contained in this Item 2.02, including the related information set forth in the Transcript attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 8, 2006, the Securities and Exchange Commission approved an amendment to Nasdaq Marketplace Rule 4350(l), which requires securities listed on Nasdaq, such as the Company’s common stock, to be eligible for a Direct Registration System, or DRS. A DRS permits an investor’s ownership of listed companies’ equity securities to be recorded and maintained on the books of the issuers or their transfer agents without the physical issuance of a stock certificate. The new rule does not require companies to participate in the DRS; however, all Nasdaq listed equity securities must be eligible to participate in the DRS by January 2008. To be eligible to participate in the DRS, companies must, among other things, make sure that their governing documents allow their equity securities to be held in book-entry form. As was the case with many companies, the Company’s Bylaws (specifically, Article VII) did not allow the Company’s stock to be held in book-entry form. Article VII of the Company’s Bylaws required the physical issuance of stock certificates to the Company’s stockholders.

Accordingly, on December 4, 2007, the Company’s Board of Directors approved Amended and Restated Bylaws to allow for the issuance of the Company’s securities in book entry form, or for physical issuance if requested by a securityholder. The Amended and Restated Bylaws render the Company’s Common Stock DRS eligible and thereby in compliance with Nasdaq Marketplace Rule 4350(l). In addition to the amendments to Article VII, the Amended and Restated Bylaws reflect changes effected by prior amendments to the Bylaws.

A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.1.

Item 9.01		Financial Statements and Exhibits.
(d	)	Exhibits

3.1	Amended and Restated Bylaws of Reis, Inc., effective as of December 4, 2007
99.1	Transcript of November 30, 2007 Conference Call.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REIS, INC.
By:	/s/ Mark P. Cantaluppi
	Mark P. Cantaluppi
	Vice President, Chief Financial Officer

Date:   December 6, 2007

Exhibit Index

3.1	Amended and Restated Bylaws of Reis, Inc., effective as of December 4, 2007.
99.1	Transcript of November 30, 2007 Conference Call.

EX-3.1

Exhibit 3.1

REIS, INC.

AMENDED AND RESTATED BYLAWS

ADOPTED BY THE BOARD OF DIRECTORS AS OF DECEMBER 4, 2007

ARTICLE I

OFFICES

            Section 1.      PRINCIPAL OFFICE. The principal office of the Corporation shall be located at such place or places as the Board of Directors may designate.

            Section 2.      ADDITIONAL OFFICES. The Corporation may have additional offices at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

            Section 1.      PLACE. All meetings of stockholders shall be held at the principal office of the Corporation or at such other place within the United States as shall be stated in the notice of the meeting.

            Section 2.      ANNUAL MEETING. An annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Corporation shall be held during the 31-day period from May 15 through June 14.

            Section 3.      SPECIAL MEETINGS.

          (a)      General. The chairman of the board, president, chief executive officer or Board of Directors may call a special meeting of the stockholders. Subject to subsection (b) of this Section 3, a special meeting of stockholders shall also be called by the secretary of the Corporation upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at such meeting.

          (b)      Stockholder Requested Special Meetings. (1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more stockholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the

Record Date Request Notice), shall bear the date of signature of each such stockholder (or such agent) and shall set forth all information relating to each such stockholder that must be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which the Record Date Request Notice is received by the secretary.

          (2)      In order for any stockholder to request a special meeting, one or more written requests for a special meeting signed by stockholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority (the “Special Meeting Percentage”) of all of the votes entitled to be cast at such meeting (the “Special Meeting Request”) shall be delivered to the secretary. In addition, the Special Meeting Request (a) shall set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (b) shall bear the date of signature of each such stockholder (or such agent) signing the Special Meeting Request, (c) shall set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such request (or on whose behalf the Special Meeting Request is signed), the class, series and number of all shares of stock of the Corporation which are owned by each such stockholder, and the nominee holder for, and number of, shares owned by such stockholder beneficially but not of record, (d) shall be sent to the secretary by registered mail, return receipt requested, and (e) shall be received by the secretary within 60 days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation or the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

          (3)      The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing the notice of meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a special meeting upon stockholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the mailing of any notice of the meeting.

          (4)      Except as provided in the next sentence, any special meeting shall be held at such place, date and time as may be designated by the chairman of the board, chief executive officer, president or Board of Directors, whoever has called the meeting. In the case of any special meeting called by the secretary upon the request of

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stockholders (a “Stockholder Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Directors fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90^th day after the Meeting Record Date or, if such 90^th day is not a Business Day (as defined below), on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for any special meeting, the chairman of the board, chief executive officer, president or Board of Directors may consider such factors as he, she or it deems relevant within the good faith exercise of business judgment, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or a special meeting. In the case of any Stockholder Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30^th day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of paragraph (3) of this Section 3(b).

          (5)      If written revocations of requests for the special meeting have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting to the secretary, the secretary shall: (i) if the notice of meeting has not already been mailed, refrain from mailing the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for the special meeting, or (ii) if the notice of meeting has been mailed and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting written notice of any revocation of a request for the special meeting and written notice of the secretary’s intention to revoke the notice of the meeting, revoke the notice of the meeting at any time before ten days before the commencement of the meeting. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

          (6)      The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported request shall be deemed to have been delivered to the secretary until the earlier of (i) five Business Days after receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the

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valid requests received by the secretary represent at least a majority of the issued and outstanding shares of stock that would be entitled to vote at such meeting. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

          (7)      For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

            Section 4.      NOTICE. Not less than ten nor more than 90 days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail or by presenting it to such stockholder personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at his post office address as it appears on the records of the Corporation, with postage thereon prepaid.

            Section 5.      SCOPE OF NOTICE. Any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice.

            Section 6.      ORGANIZATION. At every meeting of stockholders, the chairman of the board, if there be one, shall conduct the meeting or, in the case of vacancy in office or absence of the chairman of the board, one of the following officers present shall conduct the meeting in the order stated: the vice chairman of the board, if there be one, the president, the vice presidents in their order of rank and seniority, or a chairman chosen by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast, shall act as chairman, and the secretary, or, in his absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, a person appointed by the chairman shall act as secretary.

            Section 7.      QUORUM. At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting shall constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation for the vote necessary for the adoption of any measure. If, however, such quorum shall not be present at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person or by proxy, shall have the power to adjourn the meeting from time to time to a

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date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

            Section 8.      VOTING. Unless otherwise provided in the charter, a plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the charter of the Corporation. Unless otherwise provided in the charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders.

            Section 9.      PROXIES. A stockholder may cast the votes entitled to be cast by the shares of the stock owned of record by him either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

            Section 10.     VOTING OF STOCK BY CERTAIN HOLDERS. Stock of the Corporation registered in the name of a corporation, partnership, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, a general partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or other fiduciary may vote stock registered in his name as such fiduciary, either in person or by proxy.

            Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

            The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or

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closing of the stock transfer books within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the stockholder of record of the specified stock in place of the stockholder who makes the certification.

            Notwithstanding any other provision of the charter of the Corporation or these Bylaws, Title 3, Subtitle 7 of the Corporations and Associations Article of the Annotated Code of Maryland (or any successor statute) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

            Section 11.     INSPECTORS. At any meeting of stockholders, the chairman of the meeting may appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting based upon their determination of the validity and effect of proxies, count all votes, report the results and perform such other acts as are proper to conduct the election and voting with impartiality and fairness to all the stockholders.

            Each report of an inspector shall be in writing and signed by him or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

            Section 12.     NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.

          (a)      Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 12(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who has complied with this Section 12(a).

          (2)      For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section 12, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 12 and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day nor later than

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5:00 p.m., Eastern Time, on the 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any shares of stock of the Corporation that are beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and the Stockholder Associated Person therefrom; (iii) as to the stockholder giving the notice and any Stockholder Associated Person, the class, series and number of all shares of stock of the Corporation which are owned by such stockholder and by such Stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such Stockholder Associated Person; (iv) as to the stockholder giving the notice and any Stockholder Associated Person covered by clauses (ii) or (iii) of this paragraph (2) of this Section 12(a), the name and address of such stockholder, as they appear on the Corporation’s stock ledger and current name and address, if different, and of such Stockholder Associated Person; and (v) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

          (3)      Notwithstanding anything in this subsection (a) of this Section 12 to the contrary, in the event the Board of Directors increases or decreases the maximum or minimum number of directors in accordance with Article III, Section 2 of these Bylaws, and there is no public announcement of such action at least 100 days prior to the first anniversary of the date of mailing of the notice of the preceding year’s annual meeting, a stockholder’s notice required by this Section 12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation

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not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.

          (4)      For purposes of this Section 12, “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder and (iii) any person controlling, controlled by or under common control with such Stockholder Associated Person.

          (b)      Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 12 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (2) of this Section 12(a) shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

          (c)      General. (1) Upon written request by the secretary or the Board of Directors or any committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 12. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with this Section 12.

          (2)      Only such individuals who are nominated in accordance with this Section 12 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought

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before the meeting in accordance with this Section 12. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 12.

          (3)      For purposes of this Section 12, (a) the “date of mailing of the notice” shall mean the date of the proxy statement for the solicitation of proxies for election of directors and (b) “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.

          (4)      Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 12. Nothing in this Section 12 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

            Section 13.      VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any stockholder shall demand that voting be by ballot.

ARTICLE III

DIRECTORS

            Section 1.      GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

            Section 2.      NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the Maryland General Corporation Law, nor more than 15, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors.

            Section 3.      ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, no notice other than this Bylaw being necessary. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Maryland, for the holding of regular meetings of the Board of Directors without other notice than such resolution.

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            Section 4.      SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, president or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the Board of Directors called by them.

            Section 5.      NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, facsimile transmission, United States mail or courier to each director at his business or residence address. Notice by personal delivery, by telephone or a facsimile transmission shall be given at least two days prior to the meeting. Notice by mail shall be given at least five days prior to the meeting and shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Telephone notice shall be deemed to be given when the director is personally given such notice in a telephone call to which he is a party. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

            Section 6.      QUORUM. A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to the charter of the Corporation or these Bylaws, the vote of a majority of a particular group of directors is required for action, a quorum must also include a majority of such group.

            The directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

            Section 7.      VOTING. The action of the majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable statute.

            Section 8.      TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

            Section 9.      INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken

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without a meeting, if a consent in writing to such action is signed by each director and such written consent is filed with the minutes of proceedings of the Board of Directors.

            Section 10.     VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

            Section 11.     COMPENSATION. Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

            Section 12.      LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited.

            Section 13.      SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his duties.

            Section 14.      RELIANCE. Each director, officer, employee and agent of the Corporation shall, in the performance of his duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such counsel or expert may also be a director.

            Section 15.      CERTAIN RIGHTS OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The directors shall have no responsibility to devote their full time to the affairs of the Corporation. Any director or officer, employee or agent of the Corporation, in his personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in

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business activities similar to or in addition to or in competition with those of or relating to the Corporation.

ARTICLE IV

COMMITTEES

            Section 1.      NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors.

            Section 2.      POWERS. The Board of Directors may delegate to committees appointed under Section 1 of this Article any of the powers of the Board of Directors, except as prohibited by law.

            Section 3.      MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or any two members of any committee may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings.

            Section 4.      TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

            Section 5.      INFORMAL ACTION BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing to such action is signed by each member of the committee and such written consent is filed with the minutes of proceedings of such committee.

            Section 6.      VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee.

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ARTICLE V

OFFICERS

            Section 1.      GENERAL PROVISIONS. The officers of the Corporation shall include a chief executive officer, a president, a secretary and a treasurer and may include a chairman of the board, a vice chairman of the board, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders, except that the chief executive officer may appoint one or more vice presidents, assistant secretaries and assistant treasurers. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor is elected and qualifies or until his death, resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. In its discretion, the Board of Directors may leave unfilled any office except that of president, treasurer and secretary. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

            Section 2.      REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the chairman of the board, the president or the secretary. Any resignation shall take effect at any time subsequent to the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

            Section 3.      VACANCIES. A vacancy in any office may be filled by the Board of Directors for the balance of the term.

            Section 4.      CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation.

            Section 5.      CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

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            Section 6.      CHIEF FINANCIAL OFFICER. The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer.

            Section 7.      CHAIRMAN OF THE BOARD. The Board of Directors shall designate a chairman of the board. The chairman of the board shall preside over the meetings of the Board of Directors and of the stockholders at which he shall be present and shall in general oversee all of the business and affairs of the Corporation. The Chairman of the Board may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the directors or these Bylaws to some other officer of the Corporation or shall be required by law to be otherwise executed. The chairman of the board shall perform such other duties as may be assigned to him or them by the Board of Directors.

            Section 8.      PRESIDENT. The president or chief executive officer, as the case may be, shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

            Section 9.      VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to him by the chairman of the board, the president or the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president or as vice president for particular areas of responsibility.

            Section 10.     SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the share transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors.

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            Section 11.     TREASURER. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

            The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his transactions as treasurer and of the financial condition of the Corporation.

            If required by the Board of Directors, the treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his possession or under his control belonging to the Corporation.

            Section 12.      ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chairman of the board, the president or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors.

            Section 13.      SALARIES. The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

            Section 1.      CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document executed by one or more of the directors or by an authorized person shall be valid and binding upon the Board of Directors and upon the Corporation when authorized or ratified by action of the Board of Directors.

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            Section 2.      CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

            Section 3.      DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate.

ARTICLE VII

STOCK

            Section 1.      CERTIFICATES. The Corporation may issue some or all of the shares of any or all of the Corporation’s classes or series of stock without certificates, unless otherwise determined by the Board of Directors. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by Maryland law and shall be signed by the officers of the Corporation in the manner permitted by Maryland law. In the event that the Corporation issues shares of stock without certificates, to the extent then required by Maryland law, the Corporation shall provide to the record holders of such shares a written statement of the information required by Maryland law to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates. If a class or series of stock is issued without certificates, no stockholder shall be entitled to a certificate or certificates representing any shares of such class or series of stock held by such stockholder unless otherwise determined by the Board of Directors and then only upon written request by such stockholder to the secretary of the Corporation.

            Section 2.      TRANSFERS. All transfers of stock shall be made on the books of the Corporation, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of uncertificated shares, to the extent then required by Maryland law, the Corporation shall provide to record holders of such shares a written statement of the information required by Maryland law to be included on stock certificates.

            The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by Maryland law.

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            Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the charter of the Corporation and all of the terms and conditions contained therein.

            Section 3.      REPLACEMENT CERTIFICATE. Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such stockholder and the Board of Directors has determined such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

            Section 4.      CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

            In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than 20 days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting.

            If no record date is fixed and the stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted.

            When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the

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closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

            Section 5.      STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

            Section 6.      FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

            The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

            Section 1.      AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized and declared by the Board of Directors, subject to the provisions of law and the charter of the Corporation. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the charter.

            Section 2.      CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

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ARTICLE X

INVESTMENT POLICY

            Subject to the provisions of the charter of the Corporation, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

            Section 1.      SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the state and year of its incorporation. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

            Section 2.      AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

            To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made a party to the proceeding by reason of his service in that capacity or (b) any individual who, while a director of the Corporation and at the request of the Corporation, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan, limited liability company or any other enterprise as a director, officer, partner, trustee, manager or member of such corporation, partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise and who is made a party to the proceeding by reason of his service in that capacity. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

            Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or charter of the Corporation

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inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

            Whenever any notice is required to be given pursuant to the charter of the Corporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE XIV

AMENDMENT OF BYLAWS

            The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

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EX-99.1

Transcript of
Reis, Inc.
Third Quarter 2007 Financial Results Call
November 30, 2007

PARTICIPANTS

Jeffrey H. Lynford, Chairman of the Board.
Lloyd Lynford, President and Chief Executive Officer.
Jonathan Garfield, Co-Founder and Executive Vice President.
William Sander, Chief Operating Officer.
Mark P. Cantaluppi, Vice President and Chief Financial Officer.

Operator:
Greetings and welcome to the Reis, Inc. Third Quarter 2007 Financial Results Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press *0 on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. Jeffrey Lynford, Chairman of Reis, Inc. Thank you. Mr. Lynford, you may now begin.

Jeffrey H. Lynford — Reis, Inc. — Chairman of the Board:
Good morning. This is Jeffrey Lynford, Chairman of Reis. Today we have with us Lloyd Lynford, our President, CEO, and my brother, who will lead this conference call. Also, Jon Garfield, Reis’s Co-Founder and Executive Vice President, Bill Sander, Reis’s Chief Operating Officer, Mark Cantaluppi, Reis’s Chief Financial Officer, and other members of Reis’s Senior Management Team.

First, I need to provide our legal disclaimer. Today’s comments may include forward-looking statements which involve a number of risks and uncertainties and are based on currently available information and current management outlook or expectations. Actual results may differ materially from those in the forward-looking statements. In addition, we do not plan to update any forward-looking statements to reflect subsequent events or circumstances or if our expectations change. For more information relating to the risks and uncertainties involved in our forward-looking statements and the Company generally, please see “Risk Factors” and “Forward-Looking Statements” in our recent filings with the SEC, including the most recent Form 10-Q and our proxy dated May 2, 2007. This call is being broadcast live over the internet and will be available for replay for a period of time following the call. A link to the webcast of this call as well as information on the replay is

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available at www.Reis.com/events.

Today, we have a four-part presentation for you. We will presume that all participants on this call have read the Company’s most recent 10-Q and press release filed on November 14 and 15, respectively. I will begin by describing some of the business logic which led to the Reis/Wellsford merger before turning the microphone over to Lloyd Lynford to discuss Reis’s business model, its core asset, the Reis database, and the services Reis provides to the marketplace. He, in turn, will ask Mark Cantaluppi, our CFO, to review our third quarter operating performance and financial condition. I will then briefly review the status of our three remaining real estate projects before opening the telephone lines for your questions. When you speak, please state your name and the organization with which you are affiliated.

As many of you know, this is Reis’s first stockholders’ conference call as a listed company. Reis became a public company through a merger with Wellsford Real Properties on May 30, 2007, rather than through an initial public offering. Thus, we did not travel across the country to tell our story through a typical road show and to meet and chat in person with both current and prospective stockholders. Today, we will begin this journey.

Wellsford originally became a stockholder in Reis in 1998, being joined over time by other institutional and high net worth investors, including, for example, Merrill Lynch and Sam Zell. Ultimately, Wellsford accumulated approximately 23% of Reis, joining the Co-Founders, Lloyd Lynford and Jon Garfield, as the largest stockholders. In late 2005, the Reis Board of Directors began to consider strategies to unlock value for its stockholders. Reis’s management observed that the public market was valuing comparable business information companies at premium multiples of EBITDA. It was within this context of capturing the private to public market arbitrage that the merger between Wellsford and Reis was conceived and executed. In fact, since the merger, EBITDA multiples of comparable commercial real estate information companies have ranged from a low of 15 times to a high in excess of 40 times. Thus, the management of Reis and Wellsford shared a common objective, which was to maximize shareholder value by obtaining an increased valuation based upon public market EBITDA multiples.

How have we been spreading the news about the opportunity to invest in Reis, a new public company? As of this morning, we are listed on the NASDAQ, and we are pleased with our new ticker symbol, “REIS”. Further, we have been meeting with institutional investors who are interested in internet-based, business-to-business, information companies. And lastly, we have instituted quarterly stockholder conference calls. We believe these initiatives will increase interest in and support for our stock.

I will now turn the call over to Lloyd Lynford, President and Chief Executive Officer of Reis.

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Lloyd Lynford — Reis, Inc. — President and Chief Executive Officer:
Thank you Jeff and good morning. As you may recall, our second quarter filings contained only one month of Reis operating data, as our merger with Reis was completed on May 30. Therefore, we are excited to share with you our first full quarter of operating results. We trust these results will assist the market in understanding Reis’s financial performance as well as highlight the characteristics that Reis shares with other recurring revenue business information companies. The growth of Reis’s franchise in serving the commercial real estate industry is evidenced based upon critical metrics: revenues, earnings, EBITDA, and EBITDA margins, all of which continued to perform strongly in the third quarter. We will turn our attention to third quarter results in a moment.

For those investors or prospective investors new to Reis, I would like to describe what we do and how we do it. While we cannot cover all aspects of Reis’s operations in this call, we believe that because our core business is new to many of you, it is reasonable to devote a portion of this call to explaining our business model. Reis is an internet-based, business-to-business, information company, delivering proprietary commercial real estate market information and analytics on an ongoing basis to approximately 675 companies and thousands of individual users. By supplying must have, updated market information to these companies, Reis has renewed an average of 94% of its subscription revenue over the last four years.

Reis provides critical market information to help our subscribers buy, sell, broker, manage, finance, and refinance commercial real estate assets. We also assist in answering one of the most pressing questions asked in today’s market: What’s my property worth? While we are often rightly compared to two other companies in the business of providing information to commercial real estate professionals, Costar and LoopNet, our product offering is distinctive. One simple way to compare and contrast the three companies might be as follows: Costar is the leading provider of information to brokerage firms that lease office and industrial space. LoopNet is an online marketplace where property owners and landlords list properties for sale and for lease in order to find a buyer or tenant. Reis primarily supports investors who buy, sell, manage, and finance properties and portfolios. Whether the task is to conduct market research, underwrite a loan or equity investment, perform due diligence, or monitor a portfolio, Reis SE, our flagship product, is an industry standard for equity investors and lenders putting capital at risk as well as for the service providers who support them.

Today, I would like to spend a few minutes on the core Reis asset, the Reis database; how it has been built, how we maintain it, and how we use it to generate sales. Over the last 27 years, Reis has built the proprietary database of office, apartment, shopping center, and industrial properties. The word proprietary is an important one in the business

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information industry. Those firms that enjoy the ownership of a proprietary database versus those firms which sell public information or redistribute third-party content typically enjoy an important set of competitive advantages, including greater control over data quality, pricing, and costs, and insulation from product disruptions due to changing business relationships with third parties. At the same time, ownership of a proprietary database often represents a significant barrier to new competitors entering the marketplace. This last advantage is especially true if the proprietary database contains detailed historical data, as Reis’s does, that cannot be replicated without a commitment of many years of research and resources.

How do we obtain the information on individual properties? Simply stated, we start by identifying the competitive inventory in a metropolitan market. This is a labor intensive effort, requiring accessing multiple sources, including land use records and deed transfers, and then processing relevant directories, lists from brokerage companies, monitoring the business press, and digesting information from thousands of local sources. We build a record on each property with its physical characteristics, including its size, location, number of stories. We also append its latitude and longitude, a crucial step in developing many of the geographically-based information products that we provide to our subscribers.

Once properties have been identified, the Reis Survey Team takes over. Every quarter we survey the markets, contacting building owners, agents, managers; whoever is responsible for managing and leasing individual properties. We obtain information on the buildings’ performance, asking rents, concession packages, including free rent periods, tenant improvement allowances. We obtain information on vacancies, from which we can calculate absorption; the real estate industry’s term for demand. For commercial properties, we gather data on operating expenses and real estate taxes. This information, after being subjected to a battery of quality control procedures, becomes the foundation for the suite of market reports that industry professionals access from Reis; reports on metropolitan markets, on the smaller competitive submarkets, which are critical to investment decisions. For example, the Grand Central office submarket of Manhattan or the Roswell/Alpharetta apartment submarket of Atlanta. Rent and sales comparables reports are also generated from the Reis database, as are reports on new construction and capital market conditions.

How do we know that we are obtaining accurate information? The deep historical records that Reis has built on individual buildings is especially helpful in this regard. If a property’s rent or vacancy, for example, changes significantly from a previous observation, Reis surveyors are trained to ask for an explanation. Moreover, automated exception reports flag anomalies in the data for follow up and validation. We believe that the industry and the business and trade press recognize Reis as one of the most credible sources of market data. Reis has been surveying markets for over 20 years, and we have established a reputation

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for being an important resource for disseminating information that is utilized in completing transactions, including investment sales and mortgage financings.

Our property-level database drives our flagship product, Reis SE, which we believe is one of the most comprehensive tools to support the investment decisions of commercial real estate professionals. One of our most popular reports, the Asset Advisor, is widely used in the underwriting of commercial real estate loans. It brings together all of the market information and comparable property data available in Reis SE into a report of approximately 70 pages. The Asset Advisor is a critical component of the credit approval process at lenders throughout the nation.

Before we turn our attention to the Company’s third quarter financial results, I would like to spend a few moments discussing some thoughts on Reis’s growth. Our growth has resulted from a convergence of several factors, including many enhancements to Reis SE, both in functionality and content, an expansion of our sales force, the increasing prominence of Reis in the business and trade press, and the widespread adoption of the internet as a resource for conducting business research. Geographic expansion is a major component of Reis’s organic growth strategy. For example, in May and August of this year, we added 87 metropolitan areas to our roster of apartment markets, bringing our total apartment coverage to 169 markets. No other provider of apartment market information comes close to matching Reis’s coverage; an advantage that our sales force has already successfully utilized. We are also hard at work expanding our databases of office and shopping center properties and look forward to introducing many new metropolitan markets to our services in 2008 and 2009. Expanded geographic coverage allows Reis’s sales force to sell new subscriptions to prospects that are locally or regionally focused. Matching our geographic coverage to a prospect’s investment footprint is the key to winning its business. At the same time, new markets allow us to sell additional products to our existing national accounts and to continue to provide the comprehensive market information solution that has made us successful to date. Growth can also come by other means. We continue to look at new products and property types that enhance our overall offering as well as at acquisitions that would bring value to our customers and be accretive to earnings.

The Company has completed another successful quarter, during which our core subscription business generated strong revenue growth and a solid EBITDA margin.

I would now like to turn the call over to Mark Cantaluppi, Reis’s Chief Financial Officer, to talk about our third quarter 2007 results.

Mark P. Cantaluppi — Reis, Inc. — Vice President and Chief Financial Officer:
Thank you Lloyd. The financial results we have reported reflect the operations of the third

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quarter, our first full quarter of consolidated results, and for the four-month period from June 1 to September 30, 2007. As the merger occurred at the end of May 2007, we did not report comparable results for the corresponding prior periods. In addition, prior to the merger, Wellsford’s operations were accounted for under the liquidation basis of accounting. We now present financial information in two operating segments, the information business, which we refer to as Reis Services, and the Residential Development Activities segment. Management believes that the utilization of segment reporting will assist stockholders in analyzing the two separate businesses. Accordingly, I will describe our operations in that manner.

Consolidated revenue for the quarter aggregated $19.2 million, which is comprised of subscription revenue of $6.4 million and sales revenue from residential development activities of $12.8 million. For the four-month period, revenues aggregated $22.2 million, of which $8.2 million was subscription revenue and $14 million was sales revenue from residential development activities. Consolidated net income was $316,000 for the quarter and $1.2 million for the four-month period, or $.03 and $.10 per share, respectively. On a fully diluted basis, earnings per share were negative $.03 and negative $.06 per diluted share for the quarter and for the four-month period, respectively. This effect results from the application of the accounting rules for computing fully diluted earnings per share, which requires, in our case, that income be excluded for decreases in the Company’s stock price on certain stock options. The non-cash adjustment related to these options was a reduction of $610,000 in the quarter and $1.8 million in the four-month period.

The Company also reports EBITDA, which we believe is a useful measure to understand the financial performance of Reis services. Since EBITDA is a non-GAAP financial measure, I must caution you about its limitations. In the MD&A section of our 10-Q on pages 38 and 39 and in our November 15, 2007 press release, we include cautionary language about the use of EBITDA as a non-GAAP measure and present a reconciliation of net income to EBITDA for the three and four-month periods ended September 30, 2007. EBITDA for Reis Services was $2.6 million for the quarter, representing a 40.3% margin. For the four months, EBITDA was $3.2 million, representing a 39.5% margin. For comparison purposes, we reported EBITDA for the month of June 2007 of $688,000.

Following are some balance sheet statistics. At September 30, 2007, we reported total assets aggregating $148.7 million. Cash and cash equivalents were $23.4 million, which we believe is sufficient to meet our current operational and contractual needs and required liquidity under the terms of our construction loans for our residential development activities. Total debt aggregated $40 million, of which $14.9 million relates directly to the residential development activities and $24.5 million is the remaining outstanding balance of the Reis Services acquisition debt. Stockholders’ equity was $81.6 million. The Company has approximately 10,985,000 common shares outstanding, which equates to a book value

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per share of $7.43 at September 30, 2007. Directors and Senior Management of the Company own approximately 26% of the outstanding stock.

I would like to highlight the revenue recognition policy for Reis Services. Subscription revenue is derived principally from customers subscribing to our web-based services. We recognize this revenue ratably over the contract period, which is generally one year, but can be as long as 36-months. Therefore, there is a built-in recurring monthly component to our revenue base.

The Company reported deferred revenues of $11.2 million, which represents revenues for which we have billed and/or received payments from our customers related to services we will provide in the future. As time passes, these deferred revenues will turn into income primarily on a straight-line basis as I previously described.

Regarding taxes, Reis Services has NOLs aggregating approximately $11.6 million. Of which, $8.1 million were generated by operating losses prior to 2003, and the remaining $3.5 million were generated in 2007 as a result of expensed merger costs. These NOLs are only to be used to offset the taxable income of Reis Services. The NOLs from Wellsford aggregate $59.7 million, all of which are fully reserved. The computed, potentially usable NOLs from Wellsford aggregate approximately $36 million of which the use is limited to a currently estimated $2.7 million per annum. Moreover, if we do not meet the continuity of business enterprise tests, we would be further limited in our use of the Wellsford NOLs, approximately $22.1 million of the Wellsford NOLs will expire in 2007 and 2008, and an additional $11.5 million will expire in 2010.

I will now turn the call back over to Jeff Lynford for additional remarks.

Jeff Lynford — Reis, Inc. — Chairman:
Thank you, Mark.

I want to review briefly the status of our three legacy real estate development projects. The three projects are Gold Peak, a condominium project with 259 units under construction in suburban Denver, where we have sold 167 units and another 29 units are under contract. The Orchards, a single-family community of 161 home sites under construction in East Lyme, Connecticut, where we have sold 17 homes and another four homes are under contract. The Stewardship, a single-family community of 48 home sites under development in Claverack, New York.

While we have to date successfully developed and sold approximately $300 million of single-family and multi-family residential properties, the current for-sale home market across the country is suffering. Notably, our Gold Peak project continues to experience

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a good sales pace that reinforces our plan to sell the remaining units by the end of 2008.

At September 30, we believe that we have recorded appropriate values for our real estates. As of that date, net booked equity for these three properties totaled approximately $14.1 million, which is net of $18.4 million of third-party construction debt, and liabilities. At each of these properties we have obtained all Governmental approvals, and completed significant physical infrastructure development. These approvals and improvements enhance our flexibility to dispose of these properties in whole or in part to individual or bulk buyers.

Before we take questions, I would like to offer the following observations.

As you know, the marketplace usually views companies in one of two ways— value or growth. Whether you are a value investor or a growth investor, we believe our story merits attention.

In terms of value, the Company’s current public market capitalization is approximately $72 million, based on approximately 11 million shares outstanding, and a $6.57 per share stock price last evening. Without ascribing any equity value to our Residential Development segment, this $72 million market cap represents a 7 times multiple to Reis Services’s annualized third quarter EBITDA. As I noted earlier, EBITDA multiples of comparable commercial real estate information companies have recently range from a low of 15 times to a high in excess of 40 times.

In terms of growth, it may be instructive to note that private Reis’s reported EBITDA for all of fiscal 2004 was $2.6 million, as presented in our proxy. As Mark discussed, our EBITDA for the recently completed third quarter alone was approximately $2.6 million.

We hope that we have achieved one key objective on this morning’s call— to describe Reis’s business model and the earning power associated with it. Our business plan is simple— to create value for our stockholders through future growth in Reis Services’s EBITDA, and by communicating that growth to the marketplace. At the same time, we recognize that our story is complicated by the presence of legacy real estate investments on our financial statements.

We have met with a number of you and are pleased that you have taken the time to understand and separate Reis’s two businesses, and appreciate the intrinsic value of Reis Services. We are working diligently to dispose of the real estate assets in an orderly fashion, which contributes further to the transparency of our financial statement.

With that, I now open the call for questions, and turn it over to Lloyd Lynford.

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Lloyd Lynford — Reis, Inc. — President and CEO:
Thank you Jeff. We would be happy to take any questions.

Operator:
Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press *1 on your telephone keypad. A confirmation tone will indicate you line is in the question queue. You may press *2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up you handset before pressing the * keys. One moment please while we poll for questions.

Thank you. Our first question is coming from Ross Haberman of Haberman Funds.

<Q>: Good morning gentlemen; how are you? Thanks for the call.

<A>: Great.

<Q>: Lloyd, a couple quick questions. Could you give us your assessment of what kind of revenue growth you expect in 2008, and margin expectation? I think you said you were running as close as a 30 percent cash flow margins this quarter. What’s your expectation there if you continue to see a residential real estate slowdown, will that affect that margin?

<A>: Good question. As I think I indicated in our discussion or as Mark did in our discussion of financial results in the third quarter; our EBITDA margin was running at approximately 40%. We have provided in our proxy some projections of performance, both for revenues and EBITDA in fiscal 2008. We continue to be comfortable with that, but it is not a set of numbers that we will be updating. It was specifically requested of us by the SEC as we were moving through the proxy process. But I think that if you refer to page 54 of our proxy that will give you some reasonable guidance as to 2008 expectations with respect to revenue, EBITDA, and EBITDA margins.

With respect to the second part of your question in terms of the turmoil in the residential and sub-prime marketplace. Our historical experience of having gone through cyclical downturns has indicated to us in fact that many of our information products are in fact countercyclical. Particularly among financial institutions with large mortgage portfolios there tends to be a heightened demand for market information and for tools that help them assess the underlying values of their collateral. We have already begun to note in the third quarter, once again, an upturn in the demand for those products. We also believe that there is an opportunity in these markets, as we have exploited that opportunity in the past, to create new information products specifically to address these kinds of changing market

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conditions. So we have not seen any kind of significant fall-off in demand for our products, in fact, as I said, we’ve seen some increase in demand from mortgage portfolio lenders.

<Q>: Thank you.

Operator:
Thank you. Our next question is coming from Stefan Mykytiuk of Pike Place Capital.

<Q>: Good morning Stefan Mykytiuk from Pike Place Capital. My question is, you know, it is hard to tell from this presentation here on the press release and in the filing, so can you just give us a sense, what was the revenue growth in Reis Services for the third quarter if you just compare it to what that business did a year ago?

<A>: This is Mark Cantaluppi the CFO. With regards to dealing with comparable period numbers period-over-period, what we had concluded was that we will not be presenting comparable prior year quarterly periods, because of the difficulty of separating out certain one-time deal related costs from ongoing expenses as it relates to a question with regards to EBITDA. Moreover, we’ve had difficulty with the different financial years of the two entities creating another level of complexity in making those comparisons. When we prepared our first full quarterly report post-merger for the past 10-Q, we included all required financial statements and disclosures. At that time, we made a determination, based upon the balancing of the usefulness and the cost of the information about which additional disclosures we should include. So for example, not only with regards to revenues, but also with a presentation of nine month comparable EBITDA, we made the determination that what were providing was valuable information with regard to the nine months for revenues and gross margins in the pro forma statements. While we believe it is difficult to compare the performance of private Reis with Reis Services current performance, we do believe that Reis Services revenue and EBITDA growth rate will be discernable by comparing future sequential quarterly performance.

<Q>: Okay. But revenues— I can understand EBITDA is tough to get to, but maybe Jeff or Lloyd could just comment in terms of the trends and the business. In looking at the numbers, it looks as though perhaps the revenue growth has actually reaccelerated a little bit in Reis, and I am just wondering if maybe I’m not— Am I right in that?

<A>: I think your intuitions are not inaccurate, and that I think the best way to think about that is, is you have EBITDA data for three and a four month period. If you look at the monthly EBITDA for the month of June, as was reported in our second quarter 10-Q. I think you will see EBITDA of approximately $688 thousand. If you look at our average monthly EBITDA for the third quarter as reported as slightly over $2.5 million, you are going to see an average monthly EBITDA of over approximately $850 thousand. So I think that

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if I give you some data with which to kind of furnish your intuition.

<Q>: Yeah again, I am not talking about EBITDA, I’m talking about revenues. So where I was going with this is, if indeed revenue growth is kind of reaccelerating, I wanted to ask the question of what is causing that? Is it the expanded product offerings? I know you have made a lot of efforts to improve the size and the quality of your salesforce. What is leading to kind of improvements in the growth of the business?

<A>: I think yes, if again if you take my first answer to the first question, which is that we are comfortable with the information on page 54 of the proxy. That does indicate the kind of revenue trajectory. That might be helpful to also consider. The reason for that revenue growth is some of the reasons that you have mentioned. We have invested considerably in the expansion of our sales force in the last couple of years. One important flushing out of that is that in the last year to year and a half, we’ve introduced an outbound telesales organization that specifically has opened up the local and regional firms, the lower part of the pyramid as you might think of it. That pyramid expands quite dramatically at its base. We have many, many firms locally and regionally oriented particularly among equity investors and service providers who find our information useful to their investment decisions. Yes, the expansion of our geographic coverage has been very helpful in terms of marketing that product to local and regional firms. Also, to up-sell that content set to our national accounts. So I think that gives you some flavor for the ammunition that we’ve been using to gain the revenue traction that we are talking about.

<Q>: Okay. Thank you.

<A>: Thanks.

Operator:
As a reminder ladies and gentlemen, if you would like to ask a question, you may do so by pressing *1 on your telephone keypads at this time.

Our next question is coming from Patrick Walker of Walker Smith Capital.

<Q>: Hey guys thank you for the call and the time.

<A>: Thank you.

<Q>: The real estate value, I had some other questions on the update, but most of the Reis products; I think most of them have been asked. I had written down that you have on the net book equity of $14.1 million that is also in the Q.

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<A>: That is correct.

<Q>: At December 31, 2006 what was the comparable number there?

<A>: I don’t have that information handy with me.

<Q>: I have net assets in liquidation at December 31, 2006 as just under $58 million, but I don’t know how much of that was in the liquidation accounting so—

<A>: You know, it is very difficult to compare the liquidation accounting numbers against the numbers as reported for going concern on a historical cost basis. One thing I will enlighten you too is with regards to the project, like you said, the Gold Peak amount at 9/30 represents 52% of total real estate assets. This project is performing well and we have not recorded any charges against this project. With regards to our East Lyme and Claverack projects, we have take write-downs at the end of the December 2006 and again in May 2007, which aggregated approximately $10.9 million, all of which was done while we were under the liquidation basis of accounting. As required by GAAP, we will continue to review the values of our real estate assets as indicators warrants in the future, and in conjunction with our 10-K filing.

<Q>: Okay. Back to Reis, how much have the customers reacted to the expansion in MSAs that you all are addressing?

<A>: We’ve had, I think a very successful launch of our new apartment market coverage. To date, we’ve been focusing through our account management team on taking that module and selling it to our largest customers. A key component of our strategy in 2008 is to use, as I referred to before, to use our outbound telesales department to take that very, very granular apartment market offering to smaller firms. We are very excited about that. What we have learned over the years is, as I alluded to in my opening remarks, is we really have to have an offering that matches the investment footprint of a prospect. So that if all the sudden you have a sales person calling upon a regional developer in Florida, you want to be able to go beyond just the major markets like Miami, and Ft. Lauderdale, and Palm Beach, and Orlando, and Tampa. If all the sudden you can be pushing down to Tallahassee and Pensacola, and Sarasota, and all of those particular markets, the value proposition increases materially for those customers, and with it our client acquisition rates. So that is— We have been very pleased. As I also indicated, we are moving forward in a substantial way to add office markets and retail markets to our already very robust offering, which I think should give you a lot of insight into how well our apartment market expansion has been received.

<Q>: Great. Alright, well thank you very much. I look forward to hearing more each

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quarter.

<A>: Thank you.

Operator:
Thank you. We have a follow-up question coming from Ross Haberman of Haberman Funds.

<Q>: I have a follow-up question for Mark please. Mark, are you actively trying to sell the real estate in bulk? Have you looked at that in the last quarter or two, or are the prices just so soft at the moment, and the discount you would have to take off of that $14 million is so severe that it really doesn’t pay?

<A>: This is Jeff Lynford. The answer is yes, yes, yes, and yes.

<Q>: Okay.

<A>: No, we will sell it individually or in bulk. The bulk buyer is out of the market right now. That is the Toll Brothers et al. If you have been following their conference calls as we have, interestingly, one of their more robust markets is Connecticut, but unfortunately their senior management has decided that no matter how good our project is they don’t want any more acquisitions. So we look for individual buyers that keep the momentum going, we keep the market response well. In many cases for example, in East Lyme, our most difficult project, we are capturing 90% of the sales in the $700,000 home range. Because we are one of the few people that are continuing to offer quality products. In Gold Peak, we are doing very well. We continue to think we will be out of that project by the end of next year, so there is no reason to bulk sell when it is almost all built. Now we just have to sell units, and we have a lot of units under contract.

<Q>: End of 2008?

<A>: End of 2008 for Gold Peak is our target.

<Q>: Could you just talk about the cash cost for both the projects, either on a quarterly or yearly basis?

<A>: Cash cost, can you be a little more specific so I don’t—

<Q>: Yeah, let’s just talk about Gold Peak, what is it going to cost you to finish it up?

<A>: It will not cost us anymore equity, because we are fully financed by construction

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loans. I hope that is answering your question.

<Q>: Okay. So the total— I think you said the total debt, would grow from $14.9 million to what once you are done?

<A>: Well the total debt— this is Mark— the total debt with regard to Gold Peak is about $7.1 million. That is coincidentally about the same amount on East Lyme at September 30.

<Q>: Once those are all built out, that $7.1 and $14.9 in total will grow to what?

<A>: Well, we anticipate that the $7.1 million in Gold Peak will be all retired by the end of next year.

<Q>: Got it. Okay. And East Lyme?

<A>: East Lyme is more difficult, and we anticipate that if we sell another 14 units over the next, by the end of 2008, we will have paid down that loan significantly, but I cannot give you the numbers off of the top of my head.

<Q>: Alright. Just one final question. On each succeeding sale in East Lyme are you having to discount more from the previous one?

<A>: No, we are very excited that if we maybe get $5 thousand in concessions on a $700 thousand house, we move the brokerage commission from 4% to 5%, and you will be surprised how eager these brokers are to make sure that they sell our project.

<Q>: Got it. Okay. Just let me clarify this. You said the total debt including Reis is approximately $40 million?

<A>: Yes, in other words, the preponderance of the debt is approximately $25 million that will be utilized in the acquisition and merger.

<Q>: Okay. Thank you guys, the best of luck.

<A>: Thank you.

Operator:
Thank you. Our next question is coming from Wilson Jaeggli of Southwell Partners.

<Q>: Well that is close. Gentlemen good morning. Could you talk about the potential— I know you have talked in detail here about organic growth. Could you talk about the

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potential growth here and your views toward acquisitions? One is what your strategic plan might be, and how developed it is? Secondly, what kind of portals or vehicles out there might be appealing to you?

<A>: Yes. This is Lloyd. We think about acquisitions in a number of ways. We start from the premise that the real estate information market as well as the investment community it serves remains highly fragmented. It continues to be served by a large number of small regional and local vendors as well as some national vendors such as Costar and Reis. We think that makes it ripe in this segment for a roll-up strategy. A roll-up strategy would be predicated upon identifying a number of those regional firms that have some complementarity with Reis. Either with respect to databases, data collections, best practices, customers, and that can be either overlap or non-overlap, depending upon the offerings. Just to potentially roll those database customers and cash flows into kind of the greater Reis family, on the premise that we provide the holistic solution for both national accounts and as I mentioned earlier local and regional accounts. At the same time, there is another aspect in the way we think about acquisitions, and I had some dialog with firms in this regard. We think about that primarily in adjacent property types. Such as congregate care, hotels, different property types to expand our product offering so that again, we can be the holistic solution to capital providers whether they are looking at office, apartment, shopping center, industrial as they are with our offering to date, or the other property types that I just referenced. So that is another way. Those would typically be larger companies and require more in the way of both capital and management attention. Although, both would require management attention.

With respect to portals, that is a very interesting question. I might just think of that more broadly in the concept of strategic joint venture. I think that the premise of your question is a good one. When you have a proprietary database, like I talked about in the body of my comments, it gives you tremendous flexibility to investigate and negotiate distribution arrangements with major third-parties. I would just like to find out, we’ve done some of that in the past, and we are continuing to focus on that whether it be with respect to our analytics, our portfolio services, our valuation products, as well as our basic market data.

So a Company like ours surely can provide market information through third-parties like Yahoo and Bloomberg, but there are also more niche distribution opportunities that allow us to bring high value-added services to segments of the market that we don’t naturally access with our portal as you would say. I hope that is useful.

<Q>: No, it is very useful. Another question here is the fragmentation of the industry out there. You are in the data collection business, do you have any idea what market share Reis might have here, and maybe in conjunction with Costar to help us understand how fragmented this business is?

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<A>: I’m not sure that I can talk about that on this call, because I’m not sure we’ve actually disclosed that kind of information. Let me just say, let me try to address that you are getting at something very, very important. I mean we are talking about a multi-trillion dollar asset class here. We are talking about literally hundreds of thousand of individual users. When I say individual, I really mean firms, individuals at firms, who make commercial real estate decisions, and who are involved in some aspects of the commercial real estate food chain. You just referenced Costar, and while you didn’t mention LoopNet, it might be instructive to examine how those firms had in fact opened up towards their respective offerings this larger marketplace of hundreds of thousands of users. With respect to Costar, you know they’ve been able not only to appeal to the large brokers of office and industrial space, but they have successfully been able through their salesforce and through their interface to make it an appealing offering to smaller local and regional players. LoopNet has done the same. Their typical user spends $50 to $100 a month, so $600 to $1,200 a year, and they have in excess of 50 thousand paid users. That is also interesting evidence that over the years, as the internet as a research tool has penetrated more deeply into the commercial real estate industry that there is an opportunity to take decision support information like ours and provide it to that base of the pyramid as we are already experiencing success with, particularly with our own outbound telesales efforts. So I think I tried to kind of give you some perspective by using the Costar and LoopNet examples on how we might be able to open up that broader marketplace.

<Q>: Well, just as a very rough guess. Would you say that between the three players here so far, that publicly we know about, would they have half the business out there currently? Is that—

<A>: No, not by any means.

<Q>: Not by any means less than that?

<A>: Well what we are talking about, you know, different marketplaces, because when we are talking about LoopNet and Costar, we are talking about the greater brokerage and brokerage and property management industries. But the combined revenues of those companies would represent in my judgment, and I really have not studied data in this regard, but in terms of any kind of reasonable spend for information services to the real estate industry, would be well under 50% of the spend that is going on for this type of information or these types of services.

<Q>: Okay. Well that is a good help. I mean showing what potentially is out there, and how much revenues were really available in the entire marketplace.

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<A>: Yeah.

<Q>: Okay. Well listen, thank you for addressing the question here on potential acquisition and where you stand versus competitors. I would like to offer congratulations to all three of you. You have a complex story. The Company has been through several changes here over the past several years, but you have done a great job in trying to explain on your first conference call here, to try and unlock the value that resides in Reis Services here. Thanks again for putting a well prepared conference call together.

Lloyd Lynford — Reis, Inc. — President and CEO:
Thank you, we appreciate your comments. We want to thank you all for attending this quarter’s conference call. We look forward to briefing you on our progress in subsequent conference calls. Thanks again.

Operator:
This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.

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