0001025378-15-000036 Sample Contracts

FIRST AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • August 7th, 2015 • W. P. Carey Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT TO THE ADVISORY AGREEMENT (this “Amendment”) dated as of June 30, 2015, with an effective date of April 1, 2015, is among CAREY WATERMARK INVESTORS 2 INCORPORATED, a Maryland corporation ("CWI 2"), CWI 2 OP, LP, a Delaware limited partnership of which CWI 2 is the general partner (the "Operating Partnership"), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the "Advisor").

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THIRD AMENDMENT TO ADVISORY AGREEMENT
Advisory Agreement • August 7th, 2015 • W. P. Carey Inc. • Real estate investment trusts • New York

THIS THIRD AMENDMENT TO THE ADVISORY AGREEMENT (this “Amendment”) dated as of June 30, 2015, with an effective date of April 1, 2015, is among CAREY WATERMARK INVESTORS INCORPORATED, a Maryland corporation ("CWI 1"), CWI OP, LP, a Delaware limited partnership of which CWI 1 is a general partner (the "Operating Partnership"), and CAREY LODGING ADVISORS, LLC, a Delaware limited liability company (the "Advisor").

LONG-TERM PERFORMANCE SHARE UNIT AWARD AGREEMENT pursuant to the
Performance Share Unit Award Agreement • August 7th, 2015 • W. P. Carey Inc. • Real estate investment trusts • New York

This Long-Term Performance Share Unit Award Agreement (this “Agreement”) is made as of the Date of Grant set forth above by and between W. P. Carey Inc., a Maryland corporation (the “Company”), as successor to W. P. Carey & Co. LLC, and the individual whose name is set forth above (“Participant”), whose address is in care of Company, pursuant to the Company’s 2009 Share Incentive Plan (the “Plan”) and the Long-Term Incentive Program thereunder. The terms of the Plan are incorporated herein by reference, and terms defined in the Plan have the same meanings in this Agreement unless otherwise defined herein or the context otherwise requires. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder). In the event of a conflict between the terms of this Agreement and the terms of t

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