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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:

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.

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

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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.

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.

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.

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.

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.

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.

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.

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.

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)  ###-###-####

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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)  ###-###-####

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)  ###-###-####

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)  ###-###-####

Attn: James S. Sligar, Esq.

          Charles J. Conroy, Esq.

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[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.

[Signature Page – Voting Agreement]

[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.