As Filed with the Securities and Exchange Commission on June 30, 2011
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REIS, INC.
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(Exact Name of Registrant as Specified in Its Charter) |
MARYLAND
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13-3926898
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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530 Fifth Avenue, New York, New York 10036
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(Address of Principal Executive Offices Including Zip Code) |
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AMENDED AND RESTATED REIS, INC. 2011 OMNIBUS INCENTIVE PLAN | ||||
(Full Title of the Plan)
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Mark P. Cantaluppi
Vice President and
Chief Financial Officer
Reis, Inc.
530 Fifth Avenue
New York, New York 10036
(212) 921-1122
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(Name, Address and Telephone Number of Agent For Service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
Large accelerated filer
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o
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Accelerated filer |
o
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Non-accelerated filer
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o (Do not check if a smaller reporting company)
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Smaller reporting company |
x
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CALCULATION OF REGISTRATION FEE
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Title of Securities To Be Registered
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Amount To Be Registered(1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee(2)
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Common Stock, par value $.02 per share
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1,000,000 shares(3)
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$8.66(4)
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$8,660,000(4)
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$1,005.43
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Total shares
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1,000,000 shares
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$8,660,000
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$1,005.43
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(1)
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Plus such indeterminate number of shares as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).
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(2)
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Represents a registration fee of $116.10 per $1,000,000 of proposed maximum aggregate offering price.
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(3)
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This represents the increase in the number of shares reserved for future issuance under the Amended and Restated Reis, Inc. 2011 Omnibus Incentive Plan.
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(4)
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Estimated solely for purposes of calculating the proposed maximum offering price per share and the proposed maximum aggregate offering price pursuant to Rule 457(c) and (h) of the General Rules and Regulations under the Securities Act, based on the average of the high and low sale prices for the registrant’s Common Stock on the Nasdaq Global Market on June 23, 2011, a date within five business days prior to filing of this Registration Statement.
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2010;
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The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011;
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The Company’s Current Report on Form 8-K, filed on June 7, 2011, and amended Current Report on Form 8-K/A, filed on June 9, 2011; and
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The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-12917) filed with the SEC on November 29, 2007, and the documents incorporated therein by reference, including any subsequently filed amendments and reports updating such description.
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•
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the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
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•
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the director or officer actually received an improper personal benefit in money, property or services; or
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in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
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·
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actual receipt of an improper benefit or profit in money, property, or services; or
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·
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a judgment or other final adjudication adverse to the person that is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
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Exhibit Number
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Description
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4.1
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Articles of Amendment and Restatement filed on May 30, 1997 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11 (File No. 333-32445) filed on July 30, 1997).
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4.2
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Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 21, 2006).
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4.3
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Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 4, 2007).
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4.4
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Articles Supplementary (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
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4.5
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
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4.6
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Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on November 29, 2007).
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Amended and Restated Reis, Inc. 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Amended Current Report on Form 8-K/A filed on June 9, 2011).
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5.1
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Opinion of Venable LLP regarding the legality of the shares of Common Stock being registered hereby.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Venable LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included herewith on signature page).
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1.
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The undersigned registrant hereby undertakes:
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(b)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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2.
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The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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REIS, INC.
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By:
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/s/ Lloyd Lynford
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Lloyd Lynford
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Chief Executive Officer and President
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Signature
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Title
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Date
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/s/ Lloyd Lynford
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Chief Executive Officer, President and
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June 30, 2011
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Lloyd Lynford
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Director (Principal Executive Officer)
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/s/ Mark P. Cantaluppi
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Vice President, Chief Financial Officer
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June 30, 2011
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Mark P. Cantaluppi
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(Principal Accounting and Financial Officer)
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/s/ Edward Lowenthal
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Chairman of the Board and Director
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June 30, 2011
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Edward Lowenthal
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/s/ Thomas J. Clarke Jr.
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Director
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June 30, 2011
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Thomas J. Clarke Jr.
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/s/ Michael J. Del Giudice
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Director
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June 30, 2011
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Michael J. Del Giudice
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/s/ Byron C. Vielehr
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Director
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June 30, 2011
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Byron C. Vielehr
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/s/ Meyer S. Frucher
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Director
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June 30, 2011
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Meyer S. Frucher
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/s/ Jonathan Garfield
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Director
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June 30, 2011
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Jonathan Garfield
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/s/ M. Christian Mitchell
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Director
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June 30, 2011
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M. Christian Mitchell
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Exhibit Number
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Description
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4.1
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Articles of Amendment and Restatement filed on May 30, 1997 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-11 (File No. 333-32445) filed on July 30, 1997).
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4.2
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Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 21, 2006).
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4.3
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Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 4, 2007).
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4.4
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Articles Supplementary (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
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4.5
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 30, 2008).
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4.6
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Specimen certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A filed on November 29, 2007).
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4.7
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Amended and Restated Reis, Inc. 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Amended Current Report on Form 8-K/A filed on June 9, 2011).
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5.1
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Opinion of Venable LLP regarding the legality of the shares of Common Stock being registered hereby.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Venable LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included herewith on signature page).
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