425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2012

W. P. CAREY & CO. LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-13779	13-3912578
(Commission File Number)	(IRS Employer Identification No.)
50 Rockefeller Plaza, New York, NY	10020
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 492-1100

(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):

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

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

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

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

ITEM 1.01 - Entry into a Material Definitive Agreement.

Voting Agreement

On July 23, 2012, W. P. Carey & Co. LLC (“W. P. Carey”) and W. P. Carey Inc., a Maryland corporation and a wholly-owned subsidiary of W. P. Carey (“W. P. Carey Inc.,” and together with W. P. Carey, the “Company”), entered into a Voting Agreement (the “Voting Agreement”) with the Estate of William Polk Carey (the “Estate”) and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate (“HoldCo,” and together with the Estate, the “Shareholders”).

Pursuant to the terms of the Voting Agreement, the Shareholders have agreed to, among other things, vote (or cause to be voted) any and all listed shares, no par value, of W. P. Carey (“W. P. Carey Listed Shares”) and any and all shares of common stock, par value $0.001 per share, of W. P. Carey Inc. (“NewCo Common Stock” and, together with the W. P. Carey Listed Shares, “Company Common Stock”) beneficially owned by the Shareholders as of the date of the Voting Agreement or subsequently acquired or beneficially owned by the Shareholders (collectively, the “Estate Shares”): in favor of (A) the adoption of the Agreement and Plan of Merger dated as of February 17, 2012 (the “Conversion Agreement”), by and among W. P. Carey and W. P. Carey Inc., and the approval of each of the actions contemplated by the Conversion Agreement, including the merger of W. P. Carey with and into W. P. Carey Inc. (the “W. P. Carey Conversion”), with W. P. Carey Inc. succeeding to and continuing to operate the existing business of W. P. Carey, and (B) the adoption of the Agreement and Plan of Merger dated as of February 17, 2012 (the “Merger Agreement”), by and among W. P. Carey, W. P. Carey Inc., Corporate Property Associates 15 Incorporated, a Maryland corporation (“CPA^®:15”), CPA 15 Holdco, Inc., a Maryland corporation and wholly-owned subsidiary of CPA^®:15 (“CPA 15 Holdco”), CPA 15 Merger Sub Inc., an indirect subsidiary of W. P. Carey Inc. (“Merger Sub”), and, for the limited purposes set forth therein, Carey Asset Management Corp. and W. P. Carey & Co. B.V., each a subsidiary of W. P. Carey, and the approval of each of the actions contemplated by the Merger Agreement, including, among other things, the merger (the “Merger,” and together with the W. P. Carey Conversion, the “Transactions”) of CPA 15 Holdco with and into Merger Sub, with Merger Sub surviving the merger as an indirect subsidiary of W. P. Carey Inc. and CPA^®:15 being a direct subsidiary of Merger Sub.

The Voting Agreement terminates upon the earliest to occur of (i) the Effective Time (as defined in the Merger Agreement), (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) the date of any material modification, waiver or amendment of the Conversion Agreement and/or the Merger Agreement that is adverse to the Shareholders such that the Company must distribute to its shareholders a supplement or amendment to the joint proxy statement/prospectus relating to the proposed Transactions (the “Joint Proxy Statement/Prospectus”) filed with the United States Securities and Exchange Commission (the “SEC”) from time to time, and (iv) the failure by the Company to consummate, in accordance with and subject to the terms of the Share Purchase Agreement (as hereinafter defined), a Repurchase (as defined in the Share Purchase Agreement) in connection with the exercise of the First Sale Option (as hereinafter defined).

The obligations of the Shareholders contained in the Voting Agreement are conditioned upon and subject to receipt by the Estate from the Board of Directors of W. P. Carey Inc., prior to the consummation of the Merger, of an executed non-waivable exemption from the applicable REIT provisions for the Estate to beneficially own up to eighteen percent (18%) of the aggregate outstanding shares of NewCo Common Stock or any other outstanding class or series of W. P. Carey Inc.’s stock. Furthermore, subject to certain limited exceptions, during the term of the Voting Agreement, the Shareholders have agreed not to, directly or indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose of or encumber any of the Estate Shares. The Listed Shares beneficially owned by the Shareholders represent in the aggregate approximately 28.91% of the outstanding W. P. Carey Listed Shares. Mr. Francis J. Carey, a director of the W. P. Carey and W. P. Carey Inc., currently serves as a co-executor of the Estate and as a director of HoldCo.

The foregoing descriptions of the Voting Agreement and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (the “Form 8-K”), and is incorporated herein by reference.

Share Purchase Agreement

Concurrently with the execution of the Voting Agreement and the Registration Rights Agreement (as hereinafter defined), the Company and the Shareholders entered into a Share Purchase Agreement (the “Share Purchase Agreement”).

Pursuant to the terms of the Share Purchase Agreement, the Company has agreed to purchase up to an aggregate amount of Eighty-Five Million Dollars ($85,000,000) worth of shares of Company Common Stock owned by the Shareholders in the following manner: (i) prior to the date of the dissemination of the Joint Proxy Statement/Prospectus, the Shareholders collectively have a one-time option to sell up to an aggregate amount of Twenty-Five Million Dollars ($25,000,000) of W. P. Carey Listed Shares (the “First Sale Option”); (ii) at any time following the consummation of the Merger, but on or before the later of (a) December 31, 2012, and (b) 30 days following the consummation of the Merger, the Shareholders collectively have a one-time option to sell up to an aggregate amount of Twenty Million Dollars ($20,000,000) of NewCo Common Stock (the “Second Sale Option”); and (iii) at any time following January 1, 2013, but on or before the later of (a) March 31, 2013, and (b) the date that is six (6) months following the date of the consummation of the Merger, the Shareholders collectively have a one-time option to sell up to an aggregate amount of Forty Million Dollars ($40,000,000) of NewCo Common Stock (the “Third Sale Option,” and with the First Sale Option and Second Sale Option, each a “Sale Option” ). In connection with the exercise of a Sale Option, the Company has agreed to pay a per share purchase price equal to 96% of the volume weighted average price of one share of Company Common Stock for the ten (10) business days immediately prior to the date of notification of exercise. The Share Purchase Agreement contains customary representations and warranties.

The foregoing descriptions of the Share Purchase Agreement and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Share Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K, and is incorporated herein by reference.

Registration Rights

Concurrently with the execution of the Voting Agreement and the Share Purchase Agreement, the Company and the Shareholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”).

The Registration Rights Agreement provides the Shareholders with, at any time following the consummation of the W. P. Carey Conversion, but on or before the third anniversary thereof, subject to certain exceptions and limitations, three demand rights (the “Demand Registration Rights”) for the registration via an underwritten public offering of, in each instance, between a minimum of (i)(a) Fifty Million Dollars ($50,000,000) with respect to one Demand Registration Right, and (b) Seventy-Five Million Dollars ($75,000,000) with respect to two Demand Registration Rights, and a maximum of (ii) Two Hundred and Fifty Million Dollars ($250,000,000), worth of shares of Company Common Stock owned by the Shareholders as of the date of the Registration Rights Agreement.

Additionally, the Registration Rights Agreement provides the Shareholders with, subject to certain exceptions and limitations, unlimited “piggyback” registration rights (the “Piggyback Registration Rights,” and together with the Demand Registration Rights, the “Shareholders’ Registration Rights”) pertaining to the shares of Company Common Stock owned by the Shareholders as of the date of the Registration Rights Agreement.

The Shareholders’ Registration Rights are subject to customary lock-up and cutback provisions, and the Registration Rights Agreement contains customary indemnification provisions. The Company has agreed to bear the expenses incurred in connection with the filing of any registration statements attributable to the exercise of the Shareholders’ Registration Rights, other than any (i) underwriting fees, discounts and sales commissions, (ii) fees, expense and disbursements of legal counsel of the Shareholders, and (iii) transfer taxes, in each case relating to the sale or disposition by the Shareholders’ of shares of Company Common Stock pursuant to the Registration Rights Agreement.

The foregoing descriptions of the Registration Rights Agreement and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to this Form 8-K, and is incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking Statements:

The consummation of the proposed Transactions is subject to certain conditions, including among other things, effectiveness of a registration statement on Form S-4 (the “Form S-4”), as amended from time to time relating to the shares of NewCo Common Stock to be issued in the proposed Transactions, which can be found on the website of the SEC at http://www.sec.gov.

Once the review of the Form S-4 by the SEC is complete and the Form S-4 has been declared effective by the SEC, the shareholders of W. P. Carey (the “W. P. Carey Shareholders”) and the stockholders of CPA^®:15 will receive a copy of the Joint Proxy Statement/Prospectus, which will contain important information about W. P. Carey, CPA^®:15, W. P. Carey Inc. and the proposed Transactions. W. P. Carey Shareholders are urged to read these documents carefully and in their entirety.

Certain of the matters discussed in this communication constitute forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), both as amended by the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, among other things, statements regarding the intent, belief or expectations of W. P. Carey and can be identified by the use of words such as “may,” “will,” “should,” “would,” “assume,” “outlook,” “seek,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “forecast” and other comparable terms. These forward-looking statements include, but are not limited to, statements regarding the benefits of the proposed Transactions, and the expected timing of completion of the proposed Transactions. These statements are based on the current expectations of the management of W. P Carey. It is important to note that W. P. Carey’s actual results could be materially different from those projected in such forward-looking statements. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results, performance or achievements of the combined company. Discussions of some of these other important factors and assumptions are contained in W. P. Carey’s filings with the SEC and are available at the SEC’s website at http://www.sec.gov, including Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the SEC on February 29, 2012. These risks, as well as other risks associated with the proposed Transactions, are more fully discussed in the Form S-4 and in the Joint Proxy Statement/Prospectus. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except as required under the federal securities laws and the rules and regulations of the SEC, W. P. Carey and W. P. Carey Inc. do not undertake any obligation to release publicly any revisions to the forward-looking statements to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events.

Additional Information and Where to find it:

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which

such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Act. W. P. CAREY URGES INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT W. P. CAREY, CPA^®:15, W. P. CAREY INC. AND THE TRANSACTIONS. INVESTORS ARE URGED TO READ THESE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY. Investors may obtain these materials and other documents filed with the SEC free of charge at the SEC’s website (http://www.sec.gov). In addition, these materials are available free of charge by accessing W. P. Carey’s website (http://www.wpcarey.com) or by accessing CPA^®:15’s website (http://www.cpa15.com). Investors may also read and copy any reports, statements and other information filed by W. P. Carey or CPA^®:15, with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

Participants in the Proxy Solicitation:

Information regarding W. P. Carey’s directors and executive officers is available in its proxy statement filed with the SEC by W. P. Carey on April 30, 2012 in connection with its 2012 annual meeting of shareholders, and information regarding CPA^®:15’s directors and executive officers is available in its 2011 Annual Report on Form 10-K filed with the SEC by CPA^®:15 on March 5, 2012. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

ITEM 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Voting Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.
10.2	Share Purchase Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.
10.3	Registration Rights Agreement dated as of July 23, 2012, by and among W. P. Carey & Co. LLC, W. P. Carey, Inc., the Estate of William Polk Carey and W. P. Carey & Co., Inc.

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, thereunto duly authorized.

	W. P. Carey & Co. LLC
Date: July 24, 2012	By:	/s/ Susan C. Hyde
	Susan C. Hyde
	Managing Director

EX-10.1

Exhibit 10.1

This Voting Agreement dated as of July 23, 2012 (this “Agreement”), is made and entered into by and among the Estate of William Polk Carey (the “Estate”) and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate (“HoldCo,” and collectively with the Estate, the “Stockholders”), W. P. Carey and Co. LLC, a Delaware limited liability company (“W. P. Carey”), and, upon the completion of the W. P. Carey Conversion (as hereinafter defined), W. P. Carey Inc., a Maryland corporation and a wholly owned subsidiary of W. P. Carey (“NewCo REIT,” and together with W. P. Carey, the “Company”).

WHEREAS, W. P. Carey and NewCo REIT have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Conversion Agreement”), providing for, among other things, the merger of W. P. Carey with and into NewCo REIT (the “W. P. Carey Conversion”), with NewCo REIT succeeding to and continuing to operate the existing business of W. P. Carey;

WHEREAS, W. P. Carey, NewCo REIT, Corporate Property Associates 15 Incorporated, a Maryland corporation (“CPA15”), CPA 15 Holdco, Inc., a Maryland corporation and wholly-owned subsidiary of CPA15 (“CPA 15 Holdco”), CPA 15 Merger Sub Inc., an indirect subsidiary of NewCo REIT (“Merger Sub”), and, for the limited purposes set forth therein, Carey Asset Management Corp. and W. P. Carey & Co. B.V., each a subsidiary of W. P. Carey, have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), providing for, among other things, the merger (the “Merger,” and together with the W. P. Carey Conversion, the “Transactions”) of CPA 15 Holdco with and into Merger Sub, with Merger Sub surviving the merger as an indirect subsidiary of NewCo REIT and CPA15 being a direct subsidiary of Merger Sub;

WHEREAS, the consummation of the Transactions is subject to certain conditions, including approval by the shareholders of W. P. Carey of both the W. P. Carey Conversion and the Merger;

WHEREAS, W. P. Carey has agreed to repurchase (the “Share Repurchase”) certain listed shares, no par value, of W. P. Carey (“W. P. Carey Listed Shares”) and shares of common stock, par value $0.001 per share, of NewCo REIT (“NewCo Common Stock” and, together with W. P. Carey Listed Shares, “Company Common Stock”) beneficially owned by the Stockholders; and

WHEREAS, in exchange for W. P. Carey and NewCo REIT agreeing to the Share Repurchase, each Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to the shares of Company Common Stock beneficially owned by such Stockholder and as set forth below such Stockholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional shares of Company Common Stock pursuant to Section 7 hereof, the “Shares”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions.

For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement as in effect on the date hereof.

2. Representations of the Stockholders.

Each Stockholder represents and warrants to each of W. P. Carey and NewCo REIT that:

(a) Other than as set forth on Schedule 2(a), (i) each Stockholder owns beneficially (as such term is defined in Rule 13d-3 under the Exchange Act) all of its Original Shares free and clear of all Liens, and (ii) except pursuant hereto, the Share Purchase Agreement (the “Share Purchase Agreement”) and the Registration Rights Agreement (the “Registration Rights Agreement”) entered into by the parties hereto on the date hereof, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which such Stockholder is a party relating to the pledge, disposition or voting of any of its Original Shares and there are no voting trusts or voting agreements with respect to its Original Shares.

(b) Each Stockholder does not beneficially own any shares of Company Common Stock other than (i) the Original Shares and (ii) any options, warrants or other rights to acquire any additional shares of Company Common Stock or any security exercisable for or convertible into shares of Company Common Stock, set forth on the signature page of this Agreement (collectively, “Options”).

(c) Each Stockholder has full power and authority and legal capacity to enter into, execute and deliver this Agreement and to perform fully such Stockholder’s obligations hereunder (including the proxy described in Section 4(b) below). This Agreement has been duly and validly executed and delivered by each Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(d) None of the execution and delivery of this Agreement by each Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof will conflict with or result in a breach, or constitute a default (with or without notice of lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to such Stockholder or to such Stockholder’s property or assets.

(e) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the part of each Stockholder is required in connection with the valid execution and delivery of this Agreement.

(f) There is no litigation pending against or, to the knowledge of each Stockholder, threatened against or affecting, such Stockholder or its Original Shares at law or in equity that could reasonably be expected to impair or adversely affect the ability of such Stockholder’s obligations hereunder.

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(g) Each Stockholder understands and acknowledges that W. P. Carey and NewCo REIT have agreed to the Share Repurchase in reliance upon such Stockholder’s execution and delivery of this Agreement and the representations and warranties of such Stockholder contained herein.

3. Exemption from Stock Ownership Limits.

(a) The obligations of the Stockholders contained in this Agreement are conditioned upon and subject to receipt by the Estate from the board of directors of NewCo REIT of an executed non-waivable exemption for the Estate to beneficially own up to eighteen percent (18%) of the aggregate outstanding shares of NewCo REIT or any other outstanding class or series of NewCo REIT’s stock. W. P. Carey and NewCo REIT shall cause such exemption to be executed and delivered to the Estate as expeditiously as reasonably practicable and in any event prior to the consummation of the Merger and such exemption shall be in accordance with Section 6.2.6 of the charter of NewCo REIT attached as an exhibit to Amendment No. 3 to Form S-4 filed on June 28, 2012.

(b) W. P. Carey and NewCo REIT understand and acknowledge that the Estate has agreed to this Agreement in reliance upon their agreement to cause the execution and delivery of the exemption described in Section 3(a) above.

4. Agreement to Vote Shares; Irrevocable Proxy.

(a) Each Stockholder agrees during the term of this Agreement to vote its Shares, and to cause any holder of record of its Shares to vote the Shares, or to execute a written consent with respect to the Shares if stockholders of W. P. Carey or NewCo REIT are requested to vote their shares through the execution of an action by written consent in lieu of a meeting of stockholders: (i) in favor of (A) the adoption of the Conversion Agreement and approval of the W. P. Carey Conversion, and each of the actions contemplated by the Conversion Agreement and (B) the adoption of the Merger Agreement and approval of the Merger, and each of the actions contemplated by the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of W. P. Carey or NewCo REIT, as applicable, at which such matters are considered and at every adjournment or postponement thereof; and (ii) against (A) any W. P. Carey Competing Transaction, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of W. P. Carey or NewCo REIT under the Conversion Agreement or the Merger Agreement, as applicable, or of Stockholder under this Agreement and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of W. P. Carey’s, NewCo REIT’s or Merger Sub’s

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conditions under the Conversion Agreement or the Merger Agreement, as applicable, or change in any manner the voting rights of any class of shares of W. P. Carey or NewCo REIT (in each case, including any amendments to the W. P. Carey LLC Agreement, W. P. Carey Bylaws, NewCo REIT Charter or NewCo REIT Bylaws).

(b) Each Stockholder hereby appoints W. P. Carey and any designee of W. P. Carey, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to its Shares in accordance with Section 4(a) in the event that either (i) such Stockholder breaches any of its obligations under this Agreement, or (ii) such Stockholder fails to vote or act by written consent with respect to its Shares in accordance with Section 4(a) prior to or at the meeting of the stockholders of W. P. Carey or NewCo REIT, as applicable, at which the matters described in Section 4(a) are considered or the last date by which written consents with respect to such matters are required to be delivered in order to be effective. This proxy and power of attorney is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by any Stockholder with respect to its Shares. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of such Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

5. No Voting Trusts or Other Arrangement.

Each Stockholder agrees that such Stockholder will not, and will not permit any entity under such Stockholder’s control to, deposit any of its Shares in a voting trust, grant any proxies with respect to its Shares or subject any of its Shares to any arrangement with respect to the voting of its Shares other than agreements entered into with W. P. Carey without the prior written consent of W. P. Carey.

6. Transfer and Encumbrance.

Each Stockholder agrees that during the term of this Agreement, such Stockholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, pledge or otherwise dispose of or encumber (“Transfer”) any of its Shares or enter into any contract, option or other agreement with respect to, or consent to, a Transfer of, any of its Shares or such Stockholder’s voting or economic interest therein, other than with respect to (i) the Share Repurchase, (ii) a pledge to a commercial bank in connection with a loan transaction, (iii) sales pursuant to Rule 144 under the Securities Act of 1933, as amended, or any successor provision of up to one percent (1%) of the outstanding shares of W. P. Carey Listed Shares in any three (3) month period or (iv) Transfers of up to 7.9% of the outstanding W. P. Carey Listed Shares to any purchaser so long as such

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purchaser agrees in writing (with the Company as a third party beneficiary of such agreement) to vote such Transferred shares in accordance with this Agreement. Any attempted Transfer of Shares or any interest therein in violation of this Section 6 shall be null and void. This Section 6 shall not prohibit a Transfer of Shares by the Estate to any beneficiaries of William Polk Carey in accordance with Mr. Carey’s last will and testament; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee agrees in writing, reasonably satisfactory in form and substance to W. P. Carey, to be bound by all of the terms of this Agreement. Each Stockholder agrees that this Agreement and the obligations hereunder shall attach to its Shares and shall be binding upon any person or entity to which legal or beneficial ownership shall pass, whether by operation of law or otherwise, including, without limitation, such Stockholder’s successors, heirs, legal representatives, trustees, executors or assigns.

7. Additional Shares.

Each Stockholder agrees that all shares of Company Common Stock that such Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute its Shares for all purposes of this Agreement.

8. Waiver of Appraisal and Dissenters’ Rights.

To the extent applicable, each Stockholder hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions that it may have by virtue of ownership of its Shares.

9. Documentation, Information and Communication.

Each of the parties hereto (i) consents and authorizes each of the other parties hereto to (A) publish and disclose in the Joint Proxy Statement/Prospectus, any Current Report on Form 8-K and any other documents required to be filed with the Securities and Exchange Commission or any regulatory authority in connection with the Transactions, such party’s identity and ownership of its Shares and the nature of its commitments, arrangements and understandings under this Agreement, as applicable, and (B) file this Agreement as an exhibit to any required filing with the Securities and Exchange Commission or any regulatory authority relating to the Transactions and (ii) agrees promptly to give to each of the other parties hereto any information that such party may reasonably require for the preparation of any such disclosure documents. Each party hereto agrees to promptly notify each of the other parties hereto of any required corrections with respect to any information supplied by it specifically for use in any disclosure document, if and to the extent that any shall become false or misleading in any material respect.

10. Termination.

This Agreement shall terminate upon the earliest to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) the date of any material modification, waiver or amendment of the Conversion Agreement and/or the Merger Agreement, each as in effect on the date hereof, including without limitation the charter

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and bylaws of NewCo REIT attached as an exhibit to Amendment No. 3 to Form S-4 filed on June 28, 2012, that (A) adversely affects the Stockholders and (B) requires the resolicitation of proxies or the dissemination of any supplement or amendment to the Joint Proxy Statement/Prospectus to securityholders, and (iv) the failure by the Company to consummate a Repurchase in connection with the exercise of the First Sale Option (as defined in the Purchase Agreement) in accordance with and subject to the terms of the Purchase Agreement.

11. Specific Performance.

Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party’s seeking or obtaining such equitable relief.

12. Entire Agreement.

This Agreement, together with the Share Purchase Agreement and the Registration Rights Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all of the parties hereto. No waiver of any provisions hereof by any of the parties hereto shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

13. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed given when mailed, delivered personally, telecopied (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by such party by like notice):

If to W. P. Carey, NewCo REIT or Merger Sub, to:

W. P. Carey & Co. LLC

50 Rockefeller Plaza

New York, New York 10020

Attn: Chief Executive Officers and Chief Financial Officer

Fax: (212) 492-8922

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with a copy to:

W. P. Carey & Co. LLC

50 Rockefeller Plaza

New York, New York 10020

Attn: Paul Marcotrigiano, Esq.

Fax: (212) 492-8922

with a further copy to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attn: Christopher P. Giordano, Esq.

Fax: (212) 884-8522

If to the Stockholders, to the address or facsimile number set forth for each Stockholder on the signature page hereof.

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, New York 10005

Fax: (212) 530-5219

Attn: James S. Sligar, Esq.

          Charles J. Conroy, Esq.

14. Miscellaneous.

(a) This Agreement and all disputes hereunder shall be governed by the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

(b) Each party hereto hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the County of New York in the State of New York (or any appeals court thereof), for any action, claim, complaint, investigation, petition, suit or other proceeding, whether civil or criminal, in law or equity, or by or before any governmental authority (“Actions”) arising out of or relating to the transactions contemplated hereby, this Agreement or the breach, termination or validity thereof, (ii) agrees not to commence any Action relating to the transactions contemplated hereby or this Agreement except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice, or document by U.S. registered mail or as otherwise provided in this Agreement shall be effective service of process for any Action brought in any such court, (iv) waives any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York and of the United States of America located in the County of New York in the State of New York (or any appeals courts thereof) and (v) agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.

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(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(C).

(d) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument, and such execution may be done by original signature or by email of a PDF document (with confirmation of transmission).

(f) Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(h) None of the parties to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto, except that each of W. P. Carey and NewCo REIT may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any of its Affiliates, but no such assignment shall relieve W. P. Carey or NewCo REIT of its obligations hereunder. Any assignment contrary to the provisions of this Section 14(h) shall be null and void.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

W. P. CAREY & CO. LLC
By:	/s/ Mark J. DeCesaris
	Name: Mark J. DeCesaris Title: Chief Financial Officer
W. P. CAREY INC.
By:	/s/ Trevor P. Bond
	Name: Trevor P. Bond Title: Chief Executive Officer

[Signature Page – Voting Agreement]

STOCKHOLDER: THE ESTATE OF WILLIAM POLK CAREY
By:	/s/ Francis J. Carey
	Name:	Francis J. Carey, as executor of the Estate of William Polk Carey
By:	/s/ Jan Kärst
	Name:	Jan Kärst, as executor of the Estate of William Polk Carey
Number of Shares of Company Common Stock:1 4,551,435 Number of Options Beneficially Owned as of the Date of this Agreement: 20,084 Number of Other Rights Beneficially Owned as of the Date of this Agreement: 36,800 PSU Grants Street Address: c/o Jan Kärst 40 Sawmill Lane City/State/Zip Code: Greenwich, CT 06830 Fax:
STOCKHOLDER: W. P. CAREY & CO., INC.
By:	/s/ Francis J. Carey
	Name:	Francis J. Carey, as a Director of W. P. Carey & Co., Inc.
By:	/s/ Jan Kärst
	Name:	Jan Kärst, as a Director of W. P. Carey & Co., Inc.
Number of Shares of Company Common Stock:2 7,114,735 Number of Options Beneficially Owned as of the Date of this Agreement: None. Number of Other Rights Beneficially Owned as of the Date of this Agreement: None. Street Address: 50 Rockefeller Plaza City/State/Zip Code: New York, New York 10020 Fax:

¹  This amount represents the shares of W. P. Carey Listed Shares Beneficially Owned by Stockholder as of the date of this Agreement, each of which shall be converted into one share of NewCo Common Stock upon the effective time of the W. P. Carey Conversion.

²  This amount represents the shares of W. P. Carey Listed Shares Owned by Stockholder as of the date of this Agreement, each of which shall be converted into one share of NewCo Common Stock upon the effective time of the W. P. Carey Conversion.

[Signature Page – Voting Agreement]

Schedule 2(a)

Encumbrances

The Estate of William Polk Carey has pledged approximately 749,670 W. P. Carey Listed Shares to Morgan Stanley in connection with a $10 million line of credit.

EX-10.2

Exhibit 10.2

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT dated as of July 23, 2012 (this “Agreement”), is made and entered into by and among the Estate of William Polk Carey (the “Estate”) and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate (“HoldCo,” and collectively with the Estate, the “Sellers”), W. P. Carey & Co. LLC, a Delaware limited liability company (“W. P. Carey”), and, upon the completion of the W. P. Carey Conversion (as hereinafter defined), W. P. Carey Inc., a Maryland corporation and a wholly-owned subsidiary of W. P. Carey (“NewCo REIT,” together with W. P. Carey, the “Purchaser,” and collectively with Sellers, the “Parties”).

RECITALS

WHEREAS, W. P. Carey and NewCo REIT have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Conversion Agreement”), providing for, among other things, the merger of W. P. Carey with and into NewCo REIT (the “W. P. Carey Conversion”), with NewCo REIT succeeding to and continuing to operate the existing business of W. P. Carey;

WHEREAS, W. P. Carey, NewCo REIT, Corporate Property Associates 15 Incorporated, a Maryland corporation (“CPA15”), CPA 15 Holdco, Inc., a Maryland corporation and wholly-owned subsidiary of CPA15 (“CPA 15 Holdco”), CPA 15 Merger Sub Inc., an indirect subsidiary of NewCo REIT (“Merger Sub”), and, for the limited purposes set forth therein, Carey Asset Management Corp. and W. P. Carey & Co. B.V., each a subsidiary of W. P. Carey, have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), providing for, among other things, the merger (the “Merger,” and together with the W. P. Carey Conversion, the “Transactions”) of CPA 15 Holdco with and into Merger Sub, with Merger Sub surviving the merger as an indirect subsidiary of NewCo REIT and CPA15 being a direct subsidiary of Merger Sub;

WHEREAS, the consummation of the Transactions is subject to certain conditions, including approval by the shareholders of W. P. Carey of the Transactions;

WHEREAS, Sellers collectively own an aggregate amount of 11,666,169 (the “Sellers Shares”) listed shares, no par value, of W. P. Carey (“W. P. Carey Listed Shares”);

WHEREAS, the Estate is the beneficial owner and owner of record of 4,551,434 of the Sellers Shares (the “Estate Shares”) and HoldCo is the beneficial owner and owner of record of 7,114,735 of the Sellers Shares (the “HoldCo Shares”); and

WHEREAS, Sellers desire to sell, and in exchange for, among other things, Sellers agreeing to vote all of the Sellers Shares in favor of the Transactions, Purchaser has agreed to purchase up to an aggregate amount of Eighty-Five Million Dollars ($85,000,000) of Sellers Shares upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF SHARES

1.1 First Sale Option. Subject to the terms and conditions of this Agreement, including without limitation Section 4.2, prior to the date of the first dissemination of the joint proxy statement/prospectus (the “Joint Proxy”) in connection with the proposed Transactions (the “First Sale Option Expiration Date”), Sellers shall have collectively a one-time option to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, at the Purchase Price, up to an aggregate amount of Twenty-Five Million Dollars ($25,000,000) of W. P. Carey Listed Shares (the “First Sale Option”) free and clear of all Encumbrances. The Parties agree that the First Sale Option (or any portion thereof) will not be exercisable at any time on or following the First Sale Option Expiration Date. “Encumbrances” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever, other than the Voting Agreement (the “Voting Agreement”) and the Registration Rights Agreement (the “Registration Rights Agreement,” and together with this Agreement and the Voting Agreement, the “Transaction Agreements”) entered into by the Parties on the date hereof.

1.2 Second Sale Option. Subject to the terms and conditions of this Agreement, at any time following the consummation of the Merger, but on or before the later of (a) December 31, 2012, and (b) thirty (30) calendar days after the consummation of the Merger (the “Second Sale Option Expiration Date”), Sellers shall have collectively a one-time option to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, at the Purchase Price, up to an aggregate amount of Twenty Million Dollars ($20,000,000) of shares of common stock, par value $0.001 per share of NewCo REIT, which shares shall be specifically identified and labeled as “REIT II Holdings Merger Shares” (“NewCo (REIT II Holdings) Common Stock” and together with W. P. Carey Listed Shares, “Company Common Stock”) (the “Second Sale Option”) free and clear of all Encumbrances. The Parties agree that the Second Sale Option (or any portion thereof) will not be exercisable at any time on or following the Second Sale Option Expiration Date.

1.3 Third Sale Option. Subject to the terms and conditions of this Agreement, at any time on or following January 1, 2013, but on or before the later of (a) March 31, 2013, and (b) the date that is six (6) months following the date of the consummation of the Merger (the “Third Sale Option Expiration Date”), Sellers shall have collectively a one-time option to sell assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, at the Purchase Price, up to an aggregate amount of Forty Million Dollars ($40,000,000) of NewCo (REIT II Holdings) Common Stock (the “Third Sale Option,” and with the First Sale Option and the Second Sale Option, each a “Sale Option”) free and clear of all Encumbrances. The Parties agree that (i) there will be no Third Sale Option in the event that the Merger is not consummated, and (ii) the Third Sale Option (or any portion thereof) will not be exercisable at any time on or following the Third Sale Option Expiration Date.

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1.4 Purchase Price. Subject to the terms and conditions of this Agreement, in consideration and as payment in full for the Company Common Stock, Purchaser shall pay a per share purchase price equal to 96% of the volume weighted average price as listed on Bloomberg (or any other authoritative source selected by the Parties) of one share of Company Common Stock for the ten (10) Business Days immediately prior to the date that any Seller notifies Purchaser of its intention to exercise the applicable Sale Option (the “Per Share Purchase Price”). “Business Day” shall mean a day that is not a Saturday, Sunday or legal holiday on which banks are authorized or required to be closed in New York, New York.

1.5 Exercise of a Sale Option. Any Seller shall exercise the applicable Sale Option by delivering to Purchaser a completed and executed exercise form in the form attached hereto as Exhibit A (an “Exercise Form”). Each Exercise Form shall indicate, among other things (i) the date on which Seller(s) proposes to effectuate a Repurchase (as hereinafter defined) which, with respect to the First Sale Option only, shall be no later than four (4) Business Days following the date of delivery by Seller of such Exercise Form, (ii) the Aggregate Purchase Price and (iii) the account to which the payment of the Aggregate Purchase Price by Purchaser to Seller(s) is to be delivered. “Aggregate Purchase Price” means the aggregate dollar amount of Company Common Stock that Seller(s) desires to sell to Purchaser with respect to the applicable Sale Option.

1.6 Repurchases. The consummation of the purchase and sale of Company Common Stock hereunder (each a “Repurchase”) shall take place at the offices of DLA Piper LLP (US) at 1251 Avenue of the Americas, New York, NY 10020, on the Business Day designated by Seller(s) in the Exercise Form, but no earlier than five (5) Business Days following Purchaser’s receipt of the applicable Exercise Form and, in no event, on a Business Day that is a regular quarterly distribution date of NewCo REIT, unless otherwise agreed to in writing by the Parties, or as otherwise contemplated by Section 4.2 with respect to the First Sale Option. At the time of each Repurchase, upon the terms and subject to the conditions set forth in this Agreement:

(a) Seller(s) shall deliver, or cause to be delivered, the Company Common Stock to Purchaser’s DTC account via the DWAC system; and

(b) Purchaser shall deliver to Seller(s), by wire transfer of immediately available funds to the account set forth in the Exercise Form, an amount equal to the Aggregate Purchase Price.

1.7 Shares. The specific shares of Company Common Stock to be sold pursuant to any Sale Option shall be at the sole discretion of Sellers, regardless of (i) whether or not such shares are restricted or unrestricted and/or registered or unregistered or (ii) whether the owner of record of such shares is the Estate or HoldCo; provided, however, the specific shares of NewCo REIT to be sold pursuant to the Second Sale Option and/or the Third Sale Option shall be only shares of common stock, par value $0.001 per share of NewCo REIT that are specifically identified and labeled as “REIT II Holdings Merger Shares”; and provided, further, in no event shall the Purchaser purchase any share of Company Common Stock that is subject to the Encumbrance set forth on Schedule 2.4.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each of the Sellers represents and warrants to Purchaser, as of the date hereof and, if the Sellers exercise a Sale Option, as of the date of consummation of such Repurchase, as follows:

2.1 Legal Power; Qualification. Each of the Sellers has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

2.2 Authorization of Agreement. This Agreement has been duly executed and delivered by each of the Sellers and, assuming due and valid authorization, execution and delivery by Purchaser, this Agreement constitutes a legal, valid and binding obligation of each of the Sellers, enforceable against each of the Sellers in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

2.3 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation by each of the Sellers of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, or require any consent, approval or notice under, any material contract, trust, commitment, agreement, obligation, understanding, arrangement or restriction of any kind to which such Seller is a party or by which such Seller is bound or to which the Estate Shares or the HoldCo Shares, as applicable, are subject. Consummation by each of the Sellers of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to such Seller or the Estate Shares or the HoldCo Shares, as applicable.

2.4 Ownership of Shares. Other than as set forth on Schedule 2.4, (i) each of the Sellers has good and valid title to the Estate Shares or the HoldCo Shares, as applicable, beneficially, free and clear of any and all Encumbrances and has the sole right to transfer all or a portion of such shares to Purchaser and (ii) each of the Sellers represents that other than with respect to the Transaction Agreements, such Seller is not a party to, or bound by, any agreement, instrument or understanding restricting the transfer of any the Estate Shares or the HoldCo Shares, as applicable, or governing the voting of such shares.

2.5 Sophisticated Investor. Each of the Sellers represents and warrants to Purchaser that such Seller is a sophisticated investor with sufficient knowledge and experience in such transactions to properly evaluate the merits of the Sale Options, and that such Seller is able to bear the substantial risks associated therewith. In addition each of the Sellers will independently and without reliance upon investment advice from Purchaser, and based on such information as such Seller deems appropriate, make its own analysis and decision with respect to the sale of any of the Estate Shares or the HoldCo Shares, as applicable. Each of the Sellers

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further represents that such Seller is a sophisticated investor which, in matters related to the valuation and purchase or sale of securities, is able to make determinations with respect to securities based upon the advice and abilities of such Seller’s advisors.

2.6 Seller’s Own Account. Each of the Sellers acknowledges and agrees that such Seller is acting and will act solely for such Seller’s own account and not for any person in any transaction that such Seller may enter into with respect to the sale of any of the Estate Shares or the HoldCo Shares, as applicable. Each of the Sellers further acknowledges that Purchaser has not conducted and will not conduct any due diligence and does not and will not make representation or warranty whatsoever with respect to (a) the business, condition (financial or otherwise), properties, prospects, creditworthiness, solvency, status or affairs of Purchaser or any other person provided that each of the Sellers may rely upon information disclosed in the documents filed from time to time by Purchaser with the United States Securities and Exchange Commission (the “SEC”), or (b) with respect to the value, terms or enforceability of the sale of any of the Estate Shares or the HoldCo Shares.

2.7 Independent Decision. Each of the Sellers will make its own independent decisions to sell any of the Estate Shares or the HoldCo Shares, as applicable, and as to whether such sale is appropriate or proper for such Seller based upon such Seller’s own judgment and upon advice from such advisors as such Seller has deemed necessary. Each of the Sellers is not relying on any communication (written or oral) from Purchaser as investment advice or as a recommendation to sell any of the Estate Shares or the HoldCo Shares, as applicable; it being understood that information and explanation related to the terms and conditions of the sale of any of the Estate Shares or the HoldCo Shares, as applicable, shall not be considered investment advice or a recommendation to sell such shares. No communication (written or oral) received from Purchaser shall be deemed to be an assurance or guarantee as to the expected results of the sale of any of the Estate Shares or the HoldCo Shares, as applicable.

2.8 Accredited Investor. Each of the Sellers represents that it is an accredited investor (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and is capable of assessing the merits of and understanding, and understand and accept the terms, conditions and risks of, the sale of the Estate Shares or the HoldCo Shares, as applicable. Each of the Sellers is also capable of assuming, and assumes, the risks of the sale of the Estate Shares or the HoldCo Shares, as applicable.

2.9 Fiduciary. Purchaser is not acting as a fiduciary or an advisor to any of the Sellers in respect of any Seller’s sale of any of the Estate Shares or the HoldCo Shares, as applicable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Sellers, as of the date hereof and as of the date of the consummation of each Repurchase, as follows:

3.1 Legal Power; Organization; Qualification. Purchaser is (i) prior to the consummation of the W. P. Carey Conversion, a Delaware limited liability company, and (ii)

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following the consummation of the W. P. Carey Conversion, a Maryland corporation, in each case duly and validly existing and in good standing under the laws of the state of its formation or incorporation, as applicable, and has all requisite limited liability company or corporate power and authority, as applicable, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary limited liability company or corporate action, as applicable, to authorize the execution, delivery and performance of this Agreement.

3.2 Authorization of Agreement. This Agreement has been duly executed and delivered by Purchaser and, assuming due and valid authorization, execution and delivery by Sellers, this Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

3.3 No Conflicts. Neither the execution and delivery of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with, or require any consent, approval or notice under, any governing or constitutional document or any material contract, trust, commitment, agreement, obligation, understanding, arrangement or restriction of any kind to which Purchaser is a party or by which Purchaser is bound. Consummation by Purchaser of the transactions contemplated hereby will not violate, or require any consent, approval or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Purchaser.

3.4 Financial Capability. Purchaser has sufficient financial resources available to pay the applicable Aggregate Purchase Price.

ARTICLE IV

OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer of Company Common Stock. Following the consummation of the Merger, in the event that any Seller desires to transfer any shares of NewCo REIT Common Stock to a third party, such Seller shall provide Purchaser with at least five (5) Business Days notice of such transfer other than transfers pursuant to Rule 144 under the Securities Act or any successor provision of up to one percent (1%) of the outstanding shares of NewCo REIT Common Stock in any three (3) month period, and Purchaser shall have the right to consent to such transfer in the event that such transfer could reasonably cause Purchaser to lose its status as a real estate investment trust for federal income tax purposes. In connection with a proposed transfer by a Seller of Company Common Stock after the date hereof, if requested by such Seller, the Company shall provide reasonable cooperation to the proposed purchaser, including making management reasonably available for meetings with, the potential purchaser.

4.2 Dissemination of Joint Proxy. Purchaser shall provide Sellers with at least six (6) Business Days notice prior to the first dissemination of the Joint Proxy. In the event any

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Seller exercises the First Sale Option by delivering to Purchaser a completed and executed Exercise Form prior to the First Sale Option Expiration Date, Purchaser shall not disseminate the Joint Proxy until the earlier of the closing date of the Repurchase set forth in such Exercise Form or five (5) Business Days following Sellers’ receipt of notice of Purchaser’s proposed dissemination of the Joint Proxy.

4.3 “As Is” Sale. The Parties acknowledge and agree that, subject to the representations and warranties contained herein, the shares of Company Common Stock being sold hereunder are being sold “as is.”

ARTICLE V

MISCELLANEOUS

5.1 Entire Agreement. This Agreement, together with the Voting Agreement and the Registration Rights Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings among the Parties arising out of or relating to the subject matter hereof. This Agreement may only be amended by written agreement executed by the Parties.

5.2 Governing Law. This Agreement and all disputes hereunder shall be governed by the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

5.3 Expenses. Each of the Parties shall pay its own costs incident to the negotiation, preparation, performance, and execution of this Agreement, and all fees and expenses of its counsel, accountants, and other consultants, advisors and representatives for all activities of such persons undertaken in connection with the negotiation, preparation, performance and execution of this Agreement.

5.4 Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other party. Copies of executed counterparts transmitted by telecopy, e-mail or other electronic transmission service shall be considered original executed counterparts, provided receipt of such counterparts is confirmed.

5.5 No Assignments. None of the Parties may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other party hereto; provided, however, W. P. Carey shall be able to assign its rights and delegate its obligations to NewCo REIT without the prior consent of Sellers in connection with the consummation of the W. P. Carey Conversion.

5.6 Consent to Jurisdiction of Service of Process; Venue. Each party hereto hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the County of New York in the State of New York (or any appeals court thereof), for any action, claim, complaint, investigation, petition, suit or other proceeding, whether civil or criminal, in

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law or equity, or by or before any governmental authority (“Actions”) arising out of or relating to the transactions contemplated hereby, this Agreement or the breach, termination or validity thereof, (ii) agrees not to commence any Action relating to the transactions contemplated hereby or this Agreement except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice, or document by U.S. registered mail or as otherwise provided in this Agreement shall be effective service of process for any Action brought in any such court, (iv) waives any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York and of the United States of America located in the County of New York in the State of New York (or any appeals courts thereof) and (v) agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.

5.7 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7.

5.8 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when mailed, delivered personally, telecopied (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the Parties at the following addresses (or at such other address for a party as shall be specified by such party by like notice):

If to Purchaser, to:

W. P. Carey & Co. LLC

50 Rockefeller Plaza

New York, New York 10020

Attn: Chief Executive Officer and Chief Financial Officer

Fax: (212) 492-8922

with a copy to:

W. P. Carey & Co. LLC

50 Rockefeller Plaza

New York, New York 10020

Attn: Paul Marcotrigiano, Esq.

Fax: (212) 492-8922

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with a further copy to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attn: Christopher P. Giordano, Esq.

Fax: (212) 884-8522

If to Sellers, to the address or facsimile number set forth for each Seller on the signature page hereof.

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, New York 10005

Fax: (212) 530-5219

Attention: James S. Sligar, Esq. Charles J. Conroy, Esq.

5.9 Confidentiality; Press Releases and Public Announcements. The Parties acknowledge and agree that, without the prior written consent of the other party, such party will not, and it will cause its officers, directors, employees, agents and representatives not to, disclose to any third party this Agreement or any of the terms, conditions or other facts with respect hereof (including the status hereof). The Parties further agree that any press release or public announcement relating to the transactions contemplated hereunder must be approved in advance by the other party; provided, however, the Parties may make any and all appropriate disclosures in filings with the SEC, as may be required by their public reporting obligations or otherwise pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). Furthermore, the Parties acknowledge that, pursuant to the Exchange Act, the Parties may be required to file this Agreement with the SEC.

5.10 Further Assurances. Each of the Sellers and Purchaser agree, prior to and after the consummation of any Repurchase, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

(Remainder of this page intentionally left blank.)

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

W. P. CAREY & CO. LLC
By:	/s/ Mark J. DeCesaris
	Name: Mark J. DeCesaris Title: Chief Financial Officer
W. P. CAREY INC.
By:	/s/ Trevor P. Bond
	Name: Trevor P. Bond Title: Chief Executive Officer

[Signature Page – Purchase Agreement]

THE ESTATE OF WILLIAM POLK CAREY
By:	/s/ Francis J. Carey
	Name:	Francis J. Carey, as Co-Executor of the Estate of William Polk Carey
By:	/s/ Jan Kärst
	Name:	Jan Kärst, as Co-Executor of the Estate of William Polk Carey
Number of Shares of Company Common Stock:1 4,551,435 Number of Options Beneficially Owned as of the Date of this Agreement: 20,084 Number of Other Rights Beneficially Owned as of the Date of this Agreement: 36,800 PSU Grants Street Address: c/o Jan Kärst 40 Sawmill Lane City/State/Zip Code: Greenwich, CT 06830 Fax:
W. P. CAREY & CO., INC.
By:	/s/ Francis J. Carey
	Name:	Francis J. Carey, as a Director of W. P. Carey & Co., Inc.
By:	/s/ Jan Kärst
	Name:	Jan Kärst, as a Director of W. P. Carey & Co., Inc.
Number of Shares of Company Common Stock:2 7,114,735 Number of Options Beneficially Owned as of the Date of this Agreement: None. Number of Other Rights Beneficially Owned as of the Date of this Agreement: None. Street Address: 50 Rockefeller Plaza City/State/Zip Code: New York, New York 10020 Fax: (212) 492-8922

¹  This amount represents the shares of W. P. Carey Listed Shares Beneficially Owned by such Seller as of the date of this Agreement, each of which shall be converted into one share of NewCo Common Stock upon the effective time of the W. P. Carey Conversion.

²  This amount represents the shares of W. P. Carey Listed Shares Beneficially Owned by such Seller as of the date of this Agreement, each of which shall be converted into one share of NewCo Common Stock upon the effective time of the W. P. Carey Conversion.

[Signature Page – Purchase Agreement]

Exhibit A

Exercise Form

[Date]

[W. P. Carey & Co. LLC / W. P. Carey Inc.]

50 Rockefeller Plaza

New York, New York 10020

Attn: Chief Executive Officer and Chief Financial Officer

Re: Exercise of Sale Option

Reference is made to that certain Share Purchase Agreement dated as of [                ], 2012 (the “Agreement”), by and among the Estate of William Polk Carey (the “Estate”) and W. P. Carey & Co., Inc., a wholly-owned corporation of the Estate (“HoldCo,” and collectively with the Estate, the “Sellers”), W. P. Carey & Co. LLC (“W. P. Carey”), and W. P. Carey Inc. (“NewCo REIT,” together with W. P. Carey, the “Purchaser”). Subject to the terms and conditions of the Agreement, Sellers hereby elect irrevocably to exercise the one-time [First / Second / Third] Sale Option by selling $[        ] Million Dollars ($[        ]) shares of Company Common Stock to Purchaser. Sellers propose to effectuate the Repurchase on [                ].

Sellers hereby direct the payment of the Aggregate Purchase Price by Purchaser to the following account:

[Account Information]

The undersigned certifies that, on and as of the date first written above, the representations and warranties of Sellers made in the Agreement are true and correct. Capitalized terms used but not defined herein shall have the meaning assigned to them in the Agreement.

(Remainder of this page intentionally left blank.)

Sincerely,
The Estate of William Polk Carey
By:
	Name:	Francis J. Carey, as Co-Executor of the Estate of William Polk Carey
By:
	Name:	Jan Kärst, as Co-Executor of the Estate of William Polk Carey
W. P. Carey & Co., Inc.
By:
	Name:	Francis J. Carey, as a Director of W. P. Carey & Co., Inc.
By:
	Name:	Jan Kärst, as a Director of W. P. Carey & Co., Inc.

Schedule 2.4

Encumbrances

The Estate of William Polk Carey has pledged approximately 749,670 W. P. Carey Listed Shares to Morgan Stanley in connection with a $10 million line of credit.

EX-10.3

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT dated as of July 23, 2012 (this “Agreement”), is made and entered into by and among the Estate of William Polk Carey (the “Estate”) and W. P. Carey & Co., Inc., a wholly-owned company of the Estate (“HoldCo,” and collectively with the Estate, the “Stockholders”), W. P. Carey & Co. LLC, a Delaware limited liability company (“W. P. Carey”), and, upon the completion of the W. P. Carey Conversion (as hereinafter defined), W. P. Carey Inc., a Maryland corporation and a wholly-owned subsidiary of W. P. Carey (“NewCo REIT,” together with W. P. Carey, the “Company,” and collectively with the Stockholders, the “Parties”).

RECITALS

WHEREAS, W. P. Carey and NewCo REIT have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Conversion Agreement”), providing for, among other things, the merger of W. P. Carey with and into NewCo REIT (the “W. P. Carey Conversion”), with NewCo REIT succeeding to and continuing to operate the existing business of W. P. Carey;

WHEREAS, W. P. Carey, NewCo REIT, Corporate Property Associates 15 Incorporated, a Maryland corporation (“CPA15”), CPA 15 Holdco, Inc., a Maryland corporation and wholly-owned subsidiary of CPA15 (“CPA 15 Holdco”), CPA 15 Merger Sub Inc., an indirect subsidiary of NewCo REIT (“Merger Sub”), and, for the limited purposes set forth therein, Carey Asset Management Corp. and W. P. Carey & Co. B.V., each a subsidiary of W. P. Carey, have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), providing for, among other things, the merger (the “Merger,” and together with the W. P. Carey Conversion, the “Transactions”) of CPA 15 Holdco with and into Merger Sub, with Merger Sub surviving the merger as an indirect subsidiary of NewCo REIT and CPA15 being a direct subsidiary of Merger Sub;

WHEREAS, the consummation of the Transactions is subject to certain conditions, including approval by the shareholders of W. P. Carey of the Transactions;

WHEREAS, the Stockholders collectively own an aggregate amount of 11,666,169 (the “Stockholder Shares”) listed shares, no par value, of W. P. Carey (“W. P. Carey Listed Shares”);

WHEREAS, the Estate is the beneficial owner and owner of record of 4,551,434 Stockholder Shares and HoldCo is the beneficial owner and owner of record of 7,114,735 Stockholder Shares; and

WHEREAS, in exchange for, among other things, the Stockholders agreeing to vote all of the Stockholder Shares in favor of the Transactions, the Company has agreed to enter into this Agreement to grant Registration Rights (as hereinafter defined) to the Stockholders.

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NOW, THEREFORE, in consideration of the covenants and conditions set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Applicable Securities Law” means the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable securities law of any state of the United States.

“Business Day” means a day that is not a Saturday, Sunday or legal holiday on which banks are authorized or required to be closed in New York, New York.

“Commission” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“Company Common Stock” means W. P. Carey Listed Shares, and following the consummation of the W. P. Carey Conversion, NewCo Common Stock.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Form S-1” means a Registration Statement on Form S-1 promulgated by the Commission under the Securities Act or any substantially similar form then in effect.

“Form S-3” means a Registration Statement on Form S-3 promulgated by the Commission under the Securities Act or any substantially similar form then in effect.

“Form S-3ASR” means a Registration Statement on Form S-3ASR promulgated by the Commission under the Securities Act or any substantially similar form then in effect.

“NewCo Common Stock” means shares of common stock, par value $0.001 per share of NewCo REIT.

“Person” means any natural person, corporation, limited liability company, joint stock company, joint venture, partnership, enterprise, trust, unincorporated organization or any other entity or organization.

“Registration Expenses” means all expenses incurred by the Company incident to the Company’s performance of and compliance with this Agreement, including, without limitation, all stock exchange, Commission, FINRA and state securities registration, listing and filing fees, printing expenses, fees, expenses and disbursements of counsel for the Company, “blue sky” fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

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“Registrable Securities” means (a) shares of Company Common Stock owned by the Estate as of the date of this Agreement, (b) shares of Company Common Stock owned by HoldCo as of the date of this Agreement, and (c) any shares of Company Common Stock or other securities of the Company that may be subsequently issued or issuable with respect to the shares referenced in clauses (a) and (b) as a result of a stock split, dividend, sale, transfer or assignment, in each case, as permitted under this Agreement; provided, however, that the foregoing definition shall exclude in all cases any securities that (x) are effectively registered under the Securities Act and disposed of in accordance with a Registration Statement covering such securities, or (y) have been disposed of pursuant to Rule 144 under the Securities Act or any successor provision.

“Registration Statement” has the meaning ascribed thereto in Section 2.1(a)(vi).

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Expenses” means all (a) underwriting fees, discounts and sales commissions, (b) any fees, expenses and disbursements of legal counsel to any Stockholder, and (c) any transfer taxes, in each case relating to the sale or disposition of the Registrable Securities by any Stockholder.

Section 1.2 Other Interpretive Provisions. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, references are to this Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE II.

REGISTRATION RIGHTS

Section 2.1 Registration Rights. The Stockholders shall be entitled to offer for sale from time to time pursuant to a demand or piggyback Registration Statement the Registrable Securities, subject to the terms and conditions set forth herein (the “Registration Rights”).

(a) Demand Registration.

(i) Registration Rights. Subject to Section 2.1(e), at any time following the consummation of the W. P. Carey Conversion, but on or before the third anniversary of the consummation of the W. P. Carey Conversion, upon the written request of any Stockholder specifying the number of Registrable Securities to be registered (a “Notice of Demand Registration”), the Company shall use its reasonable best efforts to cause, as promptly as practicable, the Registrable Securities specified in the request to be registered via an underwritten public offering, on a Registration Statement, and to have such Registration

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Statement declared effective by the Commission (such registration being hereinafter referred to as “Demand Registration”); provided, however, the Company shall not be obligated to effect more than three (3) Demand Registrations under this Agreement with respect to the Registrable Securities.

(ii) Selection of Underwriters; Fees and Expenses. The underwriters for such Demand Registrations shall be selected jointly by the Parties, and any and all fees and expenses associated with such offerings shall be borne and paid by the Company, other than Selling Expenses, which shall be borne and paid by the Stockholders. As of the date hereof, the Parties have acknowledged a preliminary list of mutually acceptable underwriters.

(iii) Other Registration Rights Holders. The Company shall not, and shall not permit any Person, other than the Stockholders, who is contractually entitled to demand registration or piggyback registration pursuant to registration rights grants by the Company prior to or after the date hereof (each an “Other Registration Rights Holder”), to include additional Company Common Stock or other securities convertible into or exchangeable for Company Common Stock in any Demand Registration. The Company shall not include additional Company Common Stock or other securities convertible into or exchangeable for Company Common Stock in any Demand Registration for sale for its own account.

(iv) Effectuation of Right. A registration requested pursuant to Section 2.1(a)(i) shall not be deemed to be effected for purposes of this Section 2 if it has not been declared effective by the Commission or become effective in accordance with the Securities Act.

(v) Limitations on Demand Registration. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Demand Registration if:

(A) such request is received by the Company less than sixty (60) days following the effectiveness of any previous registration statement filed by the Company (other than a Registration Statement on Form S-8 or any successor or similar form that may be adopted by the Commission), regardless of whether any Stockholder exercised its rights under this Agreement with respect to such registration; or

(B) such request is for a gross amount of (1) less than Fifty Million Dollars ($50,000,000) with respect to one such Demand Registration, at the sole discretion of the Stockholders, and less than Seventy Five Million Dollars ($75,000,000) with respect to the other two Demand Registrations, or (2) more than Two Hundred and Fifty Million Dollars ($250,000,000) of Registrable Securities (the “Demand Registration Range”).

(vi) Registration Statement Form. A Demand Registration hereunder may be effected on Forms S-1, S-3, or S-3ASR or similar form registration statement promulgated by the Commission, and shall permit the disposition of such Registrable Securities (any registration statement of the Company that covers Registrable Securities pursuant to this Agreement and all amendments and supplements to such registration statement, including any post-effective amendments, is hereinafter referred to as a “Registration Statement”). Promptly following the date hereof but in any event no later than October 1, 2012, the Company shall

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begin to draft a Registration Statement on the applicable form in connection with a future Demand Registration. For the avoidance of doubt, the immediately preceding sentence shall not be deemed a Notice of Demand Registration.

(vii) Cutbacks. If the managing underwriter advises the Parties in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering (a “Cutback Notice”), the Company shall include in any such registration the amount of the securities that the managing underwriter advises the Parties can be sold in such offering; provided, however, that if such reduction causes the aggregate dollar amount to be offered in such registration to be below the Demand Registration Range, the Company shall have no obligation to register such Registrable Securities and the Stockholders shall have the right to withdraw the request for registration, and, in the event the Company elects not to proceed with or the Stockholders withdraw their request for such registration, such demand shall not be counted as a Demand Registration for purposes of Section 2.1(a)(i).

(b) Piggyback Registrations.

(i) Right to Include Registrable Securities. Subject to Section 2.1(e) below, if the Company at any time following the consummation of the W. P. Carey Conversion, but on or before the third anniversary of the consummation of the W. P. Carey Conversion, proposes to file a registration statement under the Securities Act (other than (a) filing a Registration Statement on Form S-8 or any successor or similar form that may be adopted by the Commission, or (b) effectuating a “take-down” of securities from its existing shelf registration statement on Form S-3 filed with the Commission on June 10, 2011) registering shares of Company Common Stock, or other securities convertible into or exchangeable for shares of Company Common Stock, for sale for the account of the Company (a “Piggyback Registration”), it will give written notice (a “Notice of Piggyback Registration”) at least fifteen (15) Business Days prior to the anticipated filing date, to the Stockholders of its intention to do so, and of the Stockholders’ rights under this Section 2.1(b), which Notice of Piggyback Registration shall include a description of the intended method of disposition of such securities. Upon the written request of any Stockholder made within fifteen (15) Business Days after receipt of a Notice of Piggyback Registration (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder), the Company will use its reasonable best efforts to include in the Registration Statement relating to such Piggyback Registration all Registrable Securities which the Company has been so requested to register by such Stockholder. Notwithstanding the foregoing, assuming a Stockholder has given notice of its desire to participate in such registration, if, at any time after giving a Notice of Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Stockholder and, thereupon, (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (b) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities to be sold for the account of the Company. No registration effected under this Section 2.1(b) shall relieve the Company of its obligations to effect a Demand Registration under Section 2.1(a).

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(ii) Priority in Cutbacks. If a Piggyback Registration is to be effected by way of an underwritten public offering and the managing underwriter advises the Parties in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company that are Registrable Securities) exceeds the number that can be sold in such offering, the Company shall include in such registration the amount of the securities that the managing underwriter advises the Company can be sold in such offering as follows:

(A) if such registration as initially proposed by the Company was solely a primary registration of its securities, (x) first, the securities proposed by the Company to be sold for its own account, and (y) second, securities requested to be included in such registration by any Stockholder and the Other Registration Rights Holders, if any, pro rata on the basis of the number of securities requested to be included by such Persons; or

(B) if such registration as initially proposed by the Company was in whole or in part requested by an Other Registration Rights Holder, (x) first, such securities held by the Other Registration Rights Holder initiating such registration and, if applicable, any securities proposed by the Company to be sold for its account, allocated in accordance with the priorities then existing among the Company and such holder, (y) second, securities requested to be included in such registration by any Stockholder and any Other Registration Rights Holders, pro rata, on the basis of the number of securities requested to be included by such Persons.

Any securities so excluded shall be withdrawn from and shall not be included in such Piggyback Registration.

(c) Registration Procedures.

(i) Providing of Information; Review and Comment. If any Stockholder has requested inclusion of its Registrable Securities in a Registration Statement, such Stockholder agrees to provide in a timely manner information regarding the proposed distribution by such Stockholder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. At least five (5) Business Days before filing such Registration Statement and related prospectus and any amendments and supplements thereto, the Company shall furnish to counsel of the Stockholders copies of such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel, and in the case of any information contained in such documents directly relating to any Stockholder, approval by such counsel of such information; provided, that the Company shall not have any obligation to modify any information if the Company reasonably expects that so doing would cause such documents to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

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(ii) Effectiveness of the Registration Statement. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2.1(a) and 2.1(b), the Company will use its reasonable best efforts to effect the registration and sale of such Registrable Securities. Without limiting the foregoing, the Company in each such case shall, as expeditiously as possible, use its reasonable best efforts to prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and keep the Registration Statement effective and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purposes) until the earlier of:

(A) the first date on which the each Stockholder has consummated the sale of all of Registrable Securities registered under the Registration Statement; or

(B) one hundred twenty (120) days after such Registration Statement becomes effective.

(iii) Notice; Copies of Materials; Withdrawal. The Company agrees (A) to provide written notification to the Stockholders promptly after the Company receives notice that a Registration Statement with respect to Registrable Securities has been declared effective or a supplement to any prospectus forming a part of such Registration Statement has been filed and (B) to provide to the Stockholders a reasonable number of copies of the final Registration Statement and the related prospectus (including any preliminary prospectus) and any amendments or supplements thereto. The Company further agrees that it will use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable.

(d) Offers and Sales. All offers and sales by the Stockholders under any Registration Statement referred to in Section 2.1(a) or 2.1(b), if any, shall be completed within the period during which such Registration Statement is required to remain effective pursuant to Section 2.1(c)(ii), and, upon expiration of such period, the Stockholders will not offer or sell any Registrable Securities under such Registration Statement. If directed by the Company, each Stockholder will return all undistributed copies of any prospectus in such Stockholder’s possession upon the expiration of such period. Each Stockholder shall promptly, but in any event no later that five (5) Business Days after a sale by it of Registrable Securities, notify the Company of any sale or other transfer by such Stockholder of Registrable Securities and include in such notice the number of Registrable Securities sold or transferred by such Stockholder.

(e) Suspension of Offering. If the Company’s Board of Directors determines in its good faith judgment that the filing of a Registration Statement under Section 2.1(a) or 2.1(b) hereof or the use of any prospectus would (i) materially impede, delay or interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries, or (ii) require the disclosure of important information that the Company has a material business purpose for preserving as confidential or the disclosure of which would materially impede the Company’s ability to consummate a significant transaction, then, upon the Stockholders’ receipt of written

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certification from the Company’s Chief Executive Officer of such determination by the Company’s Board of Directors including a general statement of the reasons for suspension and an approximation of the period of the anticipated delay, the rights of the Stockholders to offer, sell, or distribute any Registrable Securities pursuant to a Registration Statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a Registration Statement shall be suspended until the date (which shall be no later than the 90th day following the date of the notice of suspension) upon which the Company notifies the Stockholders in writing that suspension of such rights for the grounds set forth in this Section 2.1(e) is no longer necessary; provided, however, that the Company shall not exercise the right to suspend an offering pursuant to this Section 2.1(e) more than once in any twelve (12) month period; and provided further, that that the Company shall not be entitled to suspend an offering pursuant to this Section 2.1(e) unless it shall concurrently (A) prohibit sales by all other security holders under registration statements covering securities held by such other security holders and (B) forbid the purchases and sales in the open market by directors and executive officers of the Company in the case of a suspension pursuant to Section 2.1(e)(ii). If the Company shall so suspend the filing of a Registration Statement, the Stockholders shall have the right to withdraw the request for registration by giving written notice from the Company at any time after receipt of the notice of suspension (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Registrations to which the Stockholders are entitled pursuant to Section 2.1(a)(i)).

Section 2.2 Expenses. Except as set forth in this Section 2.2, all Registration Expenses incurred in connection with any registration pursuant to Sections 2.1(a) or 2.1(b) (but excluding Selling Expenses) shall be borne by the Company. Each Stockholder shall bear all Selling Expenses or other amounts payable to underwriter(s) or brokers in connection with any offering or sale of Registrable Securities by such Stockholder.

Section 2.3 Obligations of the Company. Whenever required under Section 2.1 to effect the registration of any Registrable Securities, the Company shall as expeditiously as reasonably practicable:

(a) Filing of Amendments and Supplements. Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities of the Company covered by the Registration Statement at all times during the period for which the Company is required to maintain the effectiveness of such Registration Statement pursuant to the terms of this Agreement and promptly provide written notification to the Stockholders of the filing thereof.

(b) Correction and Updating of Registration Statement and Prospectus. Upon the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, prospectus or other documents so that, in the case of such Registration

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Statement or the prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement or any prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly provide written notification to the Stockholders of the filing thereof.

(c) Copies of Documents. Furnish to the Stockholders, without charge, such number of conformed copies of the Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or prospectus, and such other documents, as the Stockholders may reasonably request.

(d) Opinion and Comfort Letter. Furnish to any applicable underwriter on behalf of any Stockholder (i) an opinion of counsel, dated the effective date of such Registration Statement (or, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement with respect to both the effective date of the Registration Statement and the date of the closing under the underwriting agreement), in form and substance as is customarily given by counsel for the issuer to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a “cold comfort” letter, dated the effective date of such Registration Statement (and, if such Registration Statement includes an underwritten public offering, dated the date of the closing under the underwriting agreement) signed by the independent certified public accountants who have certified the Company’s financial statements included in such Registration Statement, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.

(e) “Blue Sky” Qualification. Use reasonable best efforts to register or qualify all Registrable Securities and other securities covered by such Registration Statement under the securities or blue sky laws of such jurisdictions as any Stockholder (or in an underwritten offering, the managing underwriter) shall reasonably request, and do any and all other acts and things which may be necessary or advisable to enable such Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities covered by such Registration Statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction.

(f) Notification of Certain Events. As promptly as practicable after becoming aware thereof, notify the Stockholders of the happening of any event of which the Company has

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knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare and file with the Commission a supplement or amendment to the Registration Statement or other appropriate filing with the Commission to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to the Stockholders as the Stockholders may reasonably request.

(g) Inspection Rights. Make available for inspection by any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be reasonably necessary to enable them to exercise their due diligence responsibilities and provide the Stockholders and their respective advisors copies thereof.

(h) SEC Stop Orders. As promptly as practicable after becoming aware thereof, notify in writing the Stockholders (and, in the event of an underwritten offering, the managing underwriters) of the issuance by the Commission of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement at the earliest possible time.

(i) Listing Requirements. Cause the Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(j) Underwriting Agreement; Participation. In the event of any underwritten public offering, (i) enter into and perform its obligations under an underwriting agreement, in usual and customary form and complying with the provisions of Section 2.5, with the managing underwriter of such offering and (ii) provide for the reasonable participation and cooperation by the management of the Company with respect thereto, including participation by management in road shows, investor meetings and other customary cooperation.

(k) Other Actions. Take all other reasonable actions necessary to expedite and facilitate disposition by the Stockholders of the Registrable Securities pursuant to the Registration Statement.

Section 2.4 Obligations of the Stockholders. It shall be a condition precedent to the obligations of the Company to register the Registrable Securities of any Stockholder pursuant to Section 2.1 that such Stockholder shall furnish to the Company such information regarding itself, and the Registrable Securities held thereby as shall be reasonably required to timely effect the registration of such Registrable Securities.

Section 2.5 Indemnification. In the event any Registrable Securities are included in a Registration Statement under Section 2.1:

(a) Company Indemnity. To the extent permitted by law, the Company will indemnify and hold harmless each Stockholder, its agents, any underwriter (as defined in the Securities Act) for such Stockholder and each Person, if any, who controls (as defined in the Securities Act) such Stockholder or underwriter against any losses, claims, damages, or liabilities

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(joint or several) to which they may become subject under laws which are applicable in connection with any registration, qualification, or compliance, of the Company’s securities insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”):

(i) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; or

(ii) the omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading;

and the Company will reimburse each Stockholder, its agents, underwriters or controlling Person for any legal or other expenses reasonably incurred by any of them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any Stockholder, underwriter or controlling Person of such Stockholder.

(b) Stockholder Indemnity. To the extent permitted by law, in connection with any Registration Statement filed pursuant hereto, each Stockholder will jointly indemnify and hold harmless the Company, its partners, officers, directors, agents, any underwriter (as defined in the Securities Act) for the Company and each Person, if any, who controls (as defined in the Securities Act) the Company or underwriter against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under laws which are applicable in connection with any registration, qualification, or compliance, of the Company’s securities insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any Violation to the extent that such Violation occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Stockholder, and such Stockholder will reimburse each of the Company, its partners, officers, directors, agents, underwriters or controlling Persons for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Stockholder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further, however, that no Stockholder shall be required to indemnify the Company or any other indemnified party under this Section 2.5(b) with respect to any amount in excess of the amount of the total net proceeds received by such Stockholder from sales of the Registrable Securities under such Registration Statement.

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(c) Notice. Promptly after receipt by an indemnified party under this Section 2.5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to a material conflict of interest between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 2.5 to the extent the indemnifying party is materially prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not otherwise relieve it of any liability that it may have to any indemnified party under this Section 2.5.

(d) Contribution. If any indemnification provided for in this Section 2.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that no Stockholder shall be required to contribute any amount in excess of the amount of the total net proceeds received by such Stockholder from sales of the Registrable Securities under such Registration Statement.

Section 2.6 Termination of the Company’s Obligations. The registration rights granted under Section 2.1 shall automatically terminate with respect to the Stockholders as of the earlier of (i) the date and time at which the Stockholders no longer beneficially own any Registrable Securities, and (ii) the third anniversary of the consummation of the W. P. Carey Conversion; provided, however, that the provisions of Section 2.5 and Article III shall survive such termination.

Section 2.7 Rule 144 Reporting. With a view to making available the benefits of Rule 144 promulgated under the Securities Act and any comparable provision of Applicable Securities Law that may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

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(b) file with the Commission in a timely manner all reports and other documents required of the Company under Applicable Securities Law; and

(c) furnish to the Stockholders upon request, a written statement by the Company as to whether it has complied with the current public information requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act.

Section 2.8 Lock-Up / Standstill Agreements. If at the time of any sale of Registrable Securities in connection with the registration pursuant to this Agreement of any of the Stockholders’ Registrable Securities in an underwritten public offering, the managing underwriter advises the Parties in writing that, in its good faith judgment, the Parties should enter into a lock-up / standstill agreement with respect to securities of the Company held by the Parties (other than the Registrable Securities covered by such Registration Statement), each of the Parties agree to enter into a customary lock-up / standstill agreement with respect to the securities of the Company held by such Party (other than the Registrable Securities covered by such Registration Statement).

Section 2.9 Preservation of Rights. The Company shall not (i) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder, or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Stockholders in this Agreement.

Section 2.10 Public Filings. The Parties may make any and all appropriate disclosures in filings with the Commission as may be required by their public reporting obligations or otherwise pursuant to the Exchange Act. Furthermore, the Parties acknowledge that, pursuant to the Exchange Act, the Parties may be required to file this Agreement with the Commission.

ARTICLE III.

MISCELLANEOUS

Section 3.1 No Assignment. None of the Parties may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other Parties; provided, however, W. P. Carey shall be able to assign its rights and delegate its obligations to NewCo REIT without the prior consent of the Stockholders in connection with the consummation of the W. P. Carey Conversion.

Section 3.2 Governing Law. This Agreement and all disputes hereunder shall be governed by the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

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Section 3.3 Consent to Jurisdiction of Service of Process; Venue. Each Party hereby irrevocably and unconditionally (i) consents to the submission to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the County of New York in the State of New York (or any appeals court thereof), for any action, claim, complaint, investigation, petition, suit or other proceeding, whether civil or criminal, in law or equity, or by or before any governmental authority (“Actions”) arising out of or relating to the transactions contemplated hereby, this Agreement or the breach, termination or validity thereof, (ii) agrees not to commence any Action relating to the transactions contemplated hereby or this Agreement except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that service of any process, summons, notice, or document by U.S. registered mail or as otherwise provided in this Agreement shall be effective service of process for any Action brought in any such court, (iv) waives any objection to the laying of venue of any Action arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York and of the United States of America located in the County of New York in the State of New York (or any appeals courts thereof) and (v) agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.

Section 3.4 Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.4.

Section 3.5 Amendment. This Agreement may not be amended, modified or supplemented except upon the execution and delivery of a written agreement executed by the Parties.

Section 3.6 Waiver. Any of the terms or conditions of this Agreement which may be lawfully waived may be waived in writing at any time by each party entitled to the benefits thereof. Any waiver of any of the provisions of this Agreement by any party hereto shall be binding only if set forth in an instrument in writing signed on behalf of such party. No failure to enforce any provision of this Agreement shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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Section 3.7 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given when mailed, delivered personally, telecopied (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the Parties at the following addresses (or at such other address for a party as shall be specified by such party by like notice):

If to the Company:

W. P. Carey & Co. LLC

50 Rockefeller Plaza

New York, New York 10020

Attn: Chief Executive Officer and Chief Financial Officer

Fax: (212) 492-8922

with a copy to:

W. P. Carey & Co. LLC

50 Rockefeller Plaza

New York, New York 10020

Attn: Paul Marcotrigiano, Esq.

Fax: (212) 492-8922

with a further copy to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attn: Christopher P. Giordano, Esq.

Fax: (212) 884-8522

If to the Stockholders to the address or facsimile number set forth for each Stockholder on the signature page hereof.

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, New York 10005

Fax: (212) 530-5219

Attention: James S. Sligar, Esq. Charles J. Conroy, Esq.

or to such other address as any party hereto may, from time to time, designate in a written notice given in like manner.

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Section 3.8 Complete Agreement. This Agreement, together with that certain share purchase agreement and voting agreement entered into by the Parties on the date hereof, constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings among the Parties arising out of or relating to the subject matter hereof.

Section 3.9 Counterparts. This Agreement may be executed in multiple counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other party. Copies of executed counterparts transmitted by telecopy, e-mail or other electronic transmission service shall be considered original executed counterparts, provided receipt of such counterparts is confirmed.

Section 3.10 Headings. The headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 3.11 Severability. Any provision of this Agreement that is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

Section 3.12 Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the parties hereto and their permitted successors or assigns, any rights or remedies under or by reason of this Agreement.

Section 3.13 Further Assurances. Each of the Parties agree, prior to and after the consummation of any registration of any Registrable Securities, to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

W. P. CAREY & CO. LLC
By:	/s/ Mark J. DeCesaris
	Name: Mark J. DeCesaris Title: Chief Financial Officer
W. P. CAREY INC.
By:	/s/ Trevor P. Bond
	Name: Trevor P. Bond Title: Chief Executive Officer

[Signature Page – Registration Rights Agreement]

THE ESTATE OF WILLIAM POLK CAREY
By:	/s/ Francis J. Carey
	Name:	Francis J. Carey, as Co-Executor of the Estate of William Polk Carey
By:	/s/ Jan Kärst
	Name:	Jan Kärst, as Co-Executor of the Estate of William Polk Carey
Number of Shares of Company Common Stock:1 4,551,435 Number of Options Beneficially Owned as of the Date of this Agreement: 20,084 Number of Other Rights Beneficially Owned as of the Date of this Agreement: 36,800 PSU Grants Street Address: c/o Jan Kärst 40 Sawmill Lane City/State/Zip Code: Greenwich, CT 06830 Fax:
W. P. CAREY & CO., INC.
By:	/s/ Francis J. Carey
	Name:	Francis J. Carey, as a Director of W. P. Carey & Co., Inc.
By:	/s/ Jan Kärst
	Name:	Jan Kärst, as a Director of W. P. Carey & Co., Inc.
Number of Shares of Company Common Stock:2 7,114,735 Number of Options Beneficially Owned as of the Date of this Agreement: None. Number of Other Rights Beneficially Owned as of the Date of this Agreement: None. Street Address: 50 Rockefeller Plaza City/State/Zip Code: New York, New York 10020 Fax:

¹  This amount represents the shares of W. P. Carey Listed Shares Beneficially Owned by Stockholder as of the date of this Agreement, each of which shall be converted into one share of NewCo Common Stock upon the effective time of the W. P. Carey Conversion.

²  This amount represents the shares of W. P. Carey Listed Shares Owned by Stockholder as of the date of this Agreement, each of which shall be converted into one share of NewCo Common Stock upon the effective time of the W. P. Carey Conversion.

[Signature Page – Registration Rights Agreement]