Power REIT (Form: 8-K, Received: 05/01/2020 06:47:15)

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): May 1, 2020

POWER REIT

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

001-36312

(Commission File Number)

45-3116572

(IRS Employer Identification No.)

301 Winding Road

Old Bethpage, NY 11804

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (212) 750-0371

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):

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

[ ]	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Shares	PW	NYSE (American)

7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share	PW.A	NYSE (American)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01. Entry into a Material Definitive Agreement.

Effective May 1, 2020, Power REIT (“Power REIT” or the “Trust”) has entered into an agreement for expansion of a property located in southern Colorado ( “Maverick 5”) owned by a wholly owned subsidiary of the Trust (“PropCo”) and leased to Original Cannabis Growers of Ordway LLC (“Tenant”) pursuant to a lease (the “Lease”).

Power REIT acquired Maverick 5 on March 19, 2020 for $150,000 which is a 5.2 acre parcel approved for cannabis cultivation. As part of the acquisition, the Trust agreed to fund the immediate construction of 5,040 square feet of greenhouse space and 4,920 square feet of head-house/processing space on the property for $868,125. The expansion consists of approximately 5,040 square feet of additional greenhouse space for cultivation of cannabis. The Tenant is responsible for implementing the expansion and PropCo will the fund the cost of such expansion up to a total of $340,539 with any additional amounts funded by Tenant.

As part of the agreement, PropCo and Tenant have amended the Lease to increase the rent whereby after a six-month period, the additional rental payments provide PropCo with a full return of its invested capital related to the expansion over the next three years in equal monthly payments. Thereafter, rent is structured to provide a 12.5% return on the original invested capital amount which will increase at a 3% rate per annum. At any time after year six of the Lease, if cannabis is legalized at the federal level, the rent will be readjusted down to an amount equal to a 9% return on the original invested capital amount and will increase at a 3% rate per annum based on a starting date of the start of year seven.

The Lease provides that Tenant is responsible for paying all expenses related to the Properties, including maintenance expenses, insurance and taxes. The Lease requires the Tenant to maintain a medical cannabis license and operate in accordance with all Colorado and state and local regulations with respect to its operations. The Lease prohibits the retail sale of the Tenant’s cannabis and cannabis-infused products from the Properties.

The Trust’s commitment to fund construction and the expansion will be funded from existing working capital.

The foregoing descriptions of the lease does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment to the Lease, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference.

Item 7.01 Regulation FD Disclosure.

On April 1, 2020, the Trust issued a press release regarding the acquisition of the Properties. A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Trust, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description of Exhibit

10.1		Lease Amendment related to Maverick Lot 5

99.1		Power REIT Press Release issued on May 1, 2020.

Forward-Looking Statements

Some of the information in this press release contains forward-looking statements and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “target,” or similar expressions, are intended to identify such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2018, which was filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that we file with the SEC.

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.

SIGNATURE

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

	POWER REIT

Date: May 1, 2020	By	/s/ David H. Lesser
		David H. Lesser
		Chairman of the Board and Chief Executive Officer

Exhibit		Description of Exhibit

10.1		Lease Amendment related to Maverick Lot 5

99.1		Power REIT Press Release issued on May 1, 2020.

Exhibit 10.1

AMENDMENT NO. 1 TO LEASE AGREEMENT – LOT 5 – MAVERICK SUBDIVISION

THIS AMENDMENT NO. 1 TO LEASE AGREEMENT (the “Amendment”), is made and entered into effective as of the 1^st day of May, 2020 (the “Effective Date”), by and between Original Cannabis Growers of Ordway LLC, a Colorado LLC (“Tenant”), whose address for notice purposes is 8293 maverick lane, Ordway, CO 81063 and PW CO CanRE Mav 5 LLC, a Colorado LLC (“Landlord”), whose address for notice purposes is 301 Winding Road, Old Bethpage, New York 11804.

W I T N E S S E T H :

A. WHEREAS, Landlord and Tenant executed and entered into that certain Lease dated as of March 1, 2020 (“Lease”), with respect to certain space located at Lot 5, Maverick Subdivision, Ordway, Colorado 81063, containing a stipulated 5.20 acres and is currently under construction to build approximately 5,040 square feet of greenhouse space, 2,520 square feet of head house space and a 2,400 square foot ancillary building (“Premises”), all as more particularly described in Lease; and

B. WHEREAS, Guarantor is the guarantor under that certain Guaranty, dated March 18, 2020 and attached to the Lease (the “Guarantee”), pursuant to which the Guarantor unconditionally guaranteed to and in favor of the landlord under the Lease from time to time and any successors thereto, including the Landlord, the prompt and complete payment and performance of each and every term, provision, covenant and condition under the Lease to be paid and performed by the tenant thereunder from time to time, as more particularly set forth in the Guarantee; and

C. WHEREAS, the parties hereto desire to modify the Lease, together with all rights and obligations contained therein, subject to and in accordance with the following terms and conditions.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. RECITALS: The foregoing recitals are true and correct and are incorporated herein by this reference.

2. BASE RENT: The parties acknowledge and agree that the Base Rent set forth in the Lease shall be amended and restated to add the rents shown on Exhibit 1 attached hereto and made a part hereof and which represents the additional rent for the Expansion Space.

3. ADDITIONAL SECURITY DEPOSIT: Tenant agrees to fund $30,000 as an additional Security Deposit as defined in the Lease by September 1, 2020.

4. EXPANSION.

a. Grant of Expansion Right and Tenant Obligation. Landlord hereby grants Tenant the right and obligation to expand the Premises by approximately 5,040 square feet of greenhouse space (the “Expansion”). Tenant shall be fully responsible for the lawful design, permitting, lien-free construction and completion of the Expansion. The Expansion and the design, construction and operations thereof shall comply with all Applicable Law (as defined in the Lease).

b. Landlord Assistance with Funding. As costs are actually incurred by Tenant in connection with the Expansion or as costs are contracted for pursuant to an executed contract, Tenant may present Landlord with such signed contract or with the paid invoices for such costs as shown on the budget attached hereto as Exhibit 2 (the “Budget”). Landlord will pay or reimburse Tenant for such reasonably documented expenditures within 30 days of presentment of a signed contract for such costs, all an amount equal to and not in excess of the Budget. Upon completion of the Expansion, Tenant shall provide Landlord with the following within sixty (60) days of such completion: (i) reasonable evidence of a validly issued unconditional certificate of occupancy for the Expansion as provided by the applicable local authorities, (ii) a title insurance bring down search showing the lien free completion of the Expansion dated within sixty (60) days of completion, and (iii) the commencement of operations by Tenant in the Expansion. Tenant acknowledges and agrees to design, purchase and construct the Expansion on or before August 31, 2020 and that all such costs for the Expansion in excess of the Budget shall be Tenant’s sole responsibility. All contractors and sub-contractors shall submit standard insurance certificates showing coverage for builder’s risk, property damage and liability coverage in standard market rate amounts, such liability coverage to be at least $1,000,000 per occurrence with $5,000,000 in the excess with companies licensed to do business with an A.M. Best ratings of A or better in the State of Colorado.

Page 1

5. GUARANTEE

The parties acknowledge and agree that timely and lawful completion of the Expansion and all other aspects of the Lease and the Amendment is automatically covered by the Guarantee which, by its terms, include Tenant’s compliance with the terms of the Lease, but irrespective of such acknowledgement, Guarantor hereby confirms the same by singing below.

6. MISCELLANEOUS: (i) the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; (ii) this Amendment, together with the Lease, constitutes the entire understanding between the parties in respect to the subject matter hereof, and the Lease has not been modified or amended, except by this Amendment; (iii) Tenant hereby covenants, represents, warrants and independently stipulates to Landlord that (a) the Lease is not in default by Landlord, and remains in full force and effect, (b) Tenant owns and holds the Tenant’s interest in the Lease, and the same, as well as all leasehold improvements, furniture, fixtures and equipment, and personalty contained in the Premises, are free and clear of all liens, claims and encumbrances of whatsoever kind and nature, and Tenant has paid all personal property and other taxes relating to the same and to the Premises and the Lease, and (c) there has been no change in the ownership of the Tenant which under the terms of the Lease would have required Landlord’s consent thereto; (iv) this Amendment constitutes the legal, valid and binding obligation of Tenant and Landlord, and the same is enforceable in accordance with its terms; and (v) all terms defined in the Lease and used in this Amendment shall have the meanings ascribed to them in the Lease unless the context clearly otherwise requires.

7. RATIFICATION: Except as hereby amended, all of the provisions of the Lease and Guarantee are hereby ratified and confirmed and shall be and remain in full force and effect, and the same are enforceable in accordance with their terms.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, as of the date first above written.

LANDLORD:		TENANT:

PW CO CanRE Mav 5 LLC, a Colorado LLC		Original Cannabis Growers of Ordway LLC, a Colorado LLC


By:	David H. Lesser	By:	Paul Elias
Authorized Signatory		Managing Member

Witnesses for Landlord:		Witnesses for Tenant:


First Witness for Landlord		First Witness for Tenant
Name:
		Guarantor:


		By:	Paul Elias
		(Individual)

Page 2

Exhibit 1

Additional Rent Schedule

Month	Date	Monthly Rent	Monthly Rent if Reset
1	1-May-20	-	NA
2	1-Jun-20	-	NA
3	1-Jul-20	-	NA
4	1-Aug-20	-	NA
5	1-Sep-20	-	NA
6	1-Oct-20	-	NA
7	1-Nov-20	9,737.19	NA
8	1-Dec-20	9,737.19	NA
9	1-Jan-21	9,737.19	NA
10	1-Feb-21	9,737.19	NA
11	1-Mar-21	9,737.19	NA
12	1-Apr-21	9,737.19	NA
13	1-May-21	9,737.19	NA
14	1-Jun-21	9,737.19	NA
15	1-Jul-21	9,737.19	NA
16	1-Aug-21	9,737.19	NA
17	1-Sep-21	9,737.19	NA
18	1-Oct-21	9,737.19	NA
19	1-Nov-21	9,737.19	NA
20	1-Dec-21	9,737.19	NA
21	1-Jan-22	9,737.19	NA
22	1-Feb-22	9,737.19	NA
23	1-Mar-22	9,737.19	NA
24	1-Apr-22	9,737.19	NA
25	1-May-22	9,737.19	NA
26	1-Jun-22	9,737.19	NA
27	1-Jul-22	9,737.19	NA
28	1-Aug-22	9,737.19	NA
29	1-Sep-22	9,737.19	NA
30	1-Oct-22	9,737.19	NA
31	1-Nov-22	9,737.19	NA
32	1-Dec-22	9,737.19	NA
33	1-Jan-23	9,737.19	NA
34	1-Feb-23	9,737.19	NA
35	1-Mar-23	9,737.19	NA
36	1-Apr-23	9,737.19	NA
37	1-May-23	9,737.19	NA
38	1-Jun-23	9,737.19	NA
39	1-Jul-23	9,737.19	NA
40	1-Aug-23	9,737.19	NA
41	1-Sep-23	9,737.19	NA
42	1-Oct-23	9,737.19	NA
43	1-Nov-23	3,651.45	NA
44	1-Dec-23	3,651.45	NA
45	1-Jan-24	3,651.45	NA
46	1-Feb-24	3,651.45	NA
47	1-Mar-24	3,651.45	NA

Page 3

48	1-Apr-24	3,651.45	NA
49	1-May-24	3,651.45	NA
50	1-Jun-24	3,651.45	NA
51	1-Jul-24	3,651.45	NA
52	1-Aug-24	3,651.45	NA
53	1-Sep-24	3,651.45	NA
54	1-Oct-24	3,651.45	NA
55	1-Nov-24	3,760.99	NA
56	1-Dec-24	3,760.99	NA
57	1-Jan-25	3,760.99	NA
58	1-Feb-25	3,760.99	NA
59	1-Mar-25	3,760.99	NA
60	1-Apr-25	3,760.99	NA
61	1-May-25	3,760.99	NA
62	1-Jun-25	3,760.99	NA
63	1-Jul-25	3,760.99	NA
64	1-Aug-25	3,760.99	NA
65	1-Sep-25	3,760.99	NA
66	1-Oct-25	3,760.99	NA
67	1-Nov-25	3,873.82	NA
68	1-Dec-25	3,873.82	NA
69	1-Jan-26	3,873.82	NA
70	1-Feb-26	3,873.82	NA
71	1-Mar-26	3,873.82	NA
72	1-Apr-26	3,873.82	2,629.04
73	1-May-26	3,873.82	2,629.04
74	1-Jun-26	3,873.82	2,629.04
75	1-Jul-26	3,873.82	2,629.04
76	1-Aug-26	3,873.82	2,629.04
77	1-Sep-26	3,873.82	2,629.04
78	1-Oct-26	3,873.82	2,629.04
79	1-Nov-26	3,990.03	2,629.04
80	1-Dec-26	3,990.03	2,629.04
81	1-Jan-27	3,990.03	2,629.04
82	1-Feb-27	3,990.03	2,629.04
83	1-Mar-27	3,990.03	2,629.04
84	1-Apr-27	3,990.03	2,707.91
85	1-May-27	3,990.03	2,789.15
86	1-Jun-27	3,990.03	2,789.15
87	1-Jul-27	3,990.03	2,789.15
88	1-Aug-27	3,990.03	2,789.15
89	1-Sep-27	3,990.03	2,789.15
90	1-Oct-27	3,990.03	2,789.15
91	1-Nov-27	4,109.74	2,789.15
92	1-Dec-27	4,109.74	2,789.15
93	1-Jan-28	4,109.74	2,789.15
94	1-Feb-28	4,109.74	2,789.15
95	1-Mar-28	4,109.74	2,789.15
96	1-Apr-28	4,109.74	2,872.82
97	1-May-28	4,109.74	2,872.82
98	1-Jun-28	4,109.74	2,872.82
99	1-Jul-28	4,109.74	2,872.82

Page 4

100	1-Aug-28	4,109.74	2,872.82
101	1-Sep-28	4,109.74	2,872.82
102	1-Oct-28	4,109.74	2,872.82
103	1-Nov-28	4,233.03	2,872.82
104	1-Dec-28	4,233.03	2,872.82
105	1-Jan-29	4,233.03	2,872.82
106	1-Feb-29	4,233.03	2,872.82
107	1-Mar-29	4,233.03	2,872.82
108	1-Apr-29	4,233.03	2,959.01
109	1-May-29	4,233.03	2,959.01
110	1-Jun-29	4,233.03	2,959.01
111	1-Jul-29	4,233.03	2,959.01
112	1-Aug-29	4,233.03	2,959.01
113	1-Sep-29	4,233.03	2,959.01
114	1-Oct-29	4,233.03	2,959.01
115	1-Nov-29	4,360.02	2,959.01
116	1-Dec-29	4,360.02	2,959.01
117	1-Jan-30	4,360.02	2,959.01
118	1-Feb-30	4,360.02	2,959.01
119	1-Mar-30	4,360.02	2,959.01
120	1-Apr-30	4,360.02	3,047.78
121	1-May-30	4,360.02	3,047.78
122	1-Jun-30	4,360.02	3,047.78
123	1-Jul-30	4,360.02	3,047.78
124	1-Aug-30	4,360.02	3,047.78
125	1-Sep-30	4,360.02	3,047.78
126	1-Oct-30	4,360.02	3,047.78
127	1-Nov-30	4,490.82	3,047.78
128	1-Dec-30	4,490.82	3,047.78
129	1-Jan-31	4,490.82	3,047.78
130	1-Feb-31	4,490.82	3,047.78
131	1-Mar-31	4,490.82	3,047.78
132	1-Apr-31	4,490.82	3,139.21
133	1-May-31	4,490.82	3,139.21
134	1-Jun-31	4,490.82	3,139.21
135	1-Jul-31	4,490.82	3,139.21
136	1-Aug-31	4,490.82	3,139.21
137	1-Sep-31	4,490.82	3,139.21
138	1-Oct-31	4,490.82	3,139.21
139	1-Nov-31	4,625.54	3,139.21
140	1-Dec-31	4,625.54	3,139.21
141	1-Jan-32	4,625.54	3,139.21
142	1-Feb-32	4,625.54	3,139.21
143	1-Mar-32	4,625.54	3,139.21
144	1-Apr-32	4,625.54	3,233.39
145	1-May-32	4,625.54	3,233.39
146	1-Jun-32	4,625.54	3,233.39
147	1-Jul-32	4,625.54	3,233.39
148	1-Aug-32	4,625.54	3,233.39
149	1-Sep-32	4,625.54	3,233.39
150	1-Oct-32	4,625.54	3,233.39
151	1-Nov-32	4,764.31	3,233.39

Page 5

152	1-Dec-32	4,764.31	3,233.39
153	1-Jan-33	4,764.31	3,233.39
154	1-Feb-33	4,764.31	3,233.39
155	1-Mar-33	4,764.31	3,233.39
156	1-Apr-33	4,764.31	3,330.39
157	1-May-33	4,764.31	3,330.39
158	1-Jun-33	4,764.31	3,330.39
159	1-Jul-33	4,764.31	3,330.39
160	1-Aug-33	4,764.31	3,330.39
161	1-Sep-33	4,764.31	3,330.39
162	1-Oct-33	4,764.31	3,330.39
163	1-Nov-33	4,907.24	3,330.39
164	1-Dec-33	4,907.24	3,330.39
165	1-Jan-34	4,907.24	3,330.39
166	1-Feb-34	4,907.24	3,330.39
167	1-Mar-34	4,907.24	3,330.39
168	1-Apr-34	4,907.24	3,430.30
169	1-May-34	4,907.24	3,430.30
170	1-Jun-34	4,907.24	3,430.30
171	1-Jul-34	4,907.24	3,430.30
172	1-Aug-34	4,907.24	3,430.30
173	1-Sep-34	4,907.24	3,430.30
174	1-Oct-34	4,907.24	3,430.30
175	1-Nov-34	5,054.46	3,430.30
176	1-Dec-34	5,054.46	3,430.30
177	1-Jan-35	5,054.46	3,430.30
178	1-Feb-35	5,054.46	3,430.30
179	1-Mar-35	5,054.46	3,430.30
180	1-Apr-35	5,054.46	3,533.21
181	1-May-35	5,054.46	3,533.21
182	1-Jun-35	5,054.46	3,533.21
183	1-Jul-35	5,054.46	3,533.21
184	1-Aug-35	5,054.46	3,533.21
185	1-Sep-35	5,054.46	3,533.21
186	1-Oct-35	5,054.46	3,533.21
187	1-Nov-35	5,206.09	3,533.21
188	1-Dec-35	5,206.09	3,533.21
189	1-Jan-36	5,206.09	3,533.21
190	1-Feb-36	5,206.09	3,533.21
191	1-Mar-36	5,206.09	3,533.21
192	1-Apr-36	5,206.09	3,639.21
193	1-May-36	5,206.09	3,639.21
194	1-Jun-36	5,206.09	3,639.21
195	1-Jul-36	5,206.09	3,639.21
196	1-Aug-36	5,206.09	3,639.21
197	1-Sep-36	5,206.09	3,639.21
198	1-Oct-36	5,206.09	3,639.21
199	1-Nov-36	5,362.27	3,639.21
200	1-Dec-36	5,362.27	3,639.21
201	1-Jan-37	5,362.27	3,639.21
202	1-Feb-37	5,362.27	3,639.21
203	1-Mar-37	5,362.27	3,639.21

Page 6

204	1-Apr-37	5,362.27	3,748.38
205	1-May-37	5,362.27	3,748.38
206	1-Jun-37	5,362.27	3,748.38
207	1-Jul-37	5,362.27	3,748.38
208	1-Aug-37	5,362.27	3,748.38
209	1-Sep-37	5,362.27	3,748.38
210	1-Oct-37	5,362.27	3,748.38
211	1-Nov-37	5,523.14	3,748.38
212	1-Dec-37	5,523.14	3,748.38
213	1-Jan-38	5,523.14	3,748.38
214	1-Feb-38	5,523.14	3,748.38
215	1-Mar-38	5,523.14	3,748.38
216	1-Apr-38	5,523.14	3,860.84
217	1-May-38	5,523.14	3,860.84
218	1-Jun-38	5,523.14	3,860.84
219	1-Jul-38	5,523.14	3,860.84
220	1-Aug-38	5,523.14	3,860.84
221	1-Sep-38	5,523.14	3,860.84
222	1-Oct-38	5,523.14	3,860.84
223	1-Nov-38	5,688.84	3,860.84
224	1-Dec-38	5,688.84	3,860.84
225	1-Jan-39	5,688.84	3,860.84
226	1-Feb-39	5,688.84	3,860.84
227	1-Mar-39	5,688.84	3,860.84
228	1-Apr-39	5,688.84	3,976.66
229	1-May-39	5,688.84	3,976.66
230	1-Jun-39	5,688.84	3,976.66
231	1-Jul-39	5,688.84	3,976.66
232	1-Aug-39	5,688.84	3,976.66
233	1-Sep-39	5,688.84	3,976.66
234	1-Oct-39	5,688.84	3,976.66
235	1-Nov-39	5,859.50	3,976.66
236	1-Dec-39	5,859.50	3,976.66
237	1-Jan-40	5,859.50	3,976.66
238	1-Feb-40	5,859.50	3,976.66
239	1-Mar-40	5,859.50	3,976.66

Page 7

Option Period 1:

240	1-Apr-40	5,859.50	4,095.96
241	1-May-40	5,859.50	4,095.96
242	1-Jun-40	5,859.50	4,095.96
243	1-Jul-40	5,859.50	4,095.96
244	1-Aug-40	5,859.50	4,095.96
245	1-Sep-40	5,859.50	4,095.96
246	1-Oct-40	5,859.50	4,095.96
247	1-Nov-40	6,035.29	4,095.96
248	1-Dec-40	6,035.29	4,095.96
249	1-Jan-41	6,035.29	4,095.96
250	1-Feb-41	6,035.29	4,095.96
251	1-Mar-41	6,035.29	4,095.96
252	1-Apr-41	6,035.29	4,218.84
253	1-May-41	6,035.29	4,218.84
254	1-Jun-41	6,035.29	4,218.84
255	1-Jul-41	6,035.29	4,218.84
256	1-Aug-41	6,035.29	4,218.84
257	1-Sep-41	6,035.29	4,218.84
258	1-Oct-41	6,035.29	4,218.84
259	1-Nov-41	6,216.34	4,218.84
260	1-Dec-41	6,216.34	4,218.84
261	1-Jan-42	6,216.34	4,218.84
262	1-Feb-42	6,216.34	4,218.84
263	1-Mar-42	6,216.34	4,218.84
264	1-Apr-42	6,216.34	4,345.41
265	1-May-42	6,216.34	4,345.41
266	1-Jun-42	6,216.34	4,345.41
267	1-Jul-42	6,216.34	4,345.41
268	1-Aug-42	6,216.34	4,345.41
269	1-Sep-42	6,216.34	4,345.41
270	1-Oct-42	6,216.34	4,345.41
271	1-Nov-42	6,402.83	4,345.41
272	1-Dec-42	6,402.83	4,345.41
273	1-Jan-43	6,402.83	4,345.41
274	1-Feb-43	6,402.83	4,345.41
275	1-Mar-43	6,402.83	4,475.77
276	1-Apr-43	6,402.83	4,475.77
277	1-May-43	6,402.83	4,475.77
278	1-Jun-43	6,402.83	4,475.77
279	1-Jul-43	6,402.83	4,475.77
280	1-Aug-43	6,402.83	4,475.77
281	1-Sep-43	6,402.83	4,475.77
282	1-Oct-43	6,402.83	4,475.77
283	1-Nov-43	6,594.92	4,475.77
284	1-Dec-43	6,594.92	4,475.77
285	1-Jan-44	6,594.92	4,475.77
286	1-Feb-44	6,594.92	4,475.77
287	1-Mar-44	6,594.92	4,610.04
288	1-Apr-44	6,594.92	4,610.04
289	1-May-44	6,594.92	4,610.04
290	1-Jun-44	6,594.92	4,610.04
291	1-Jul-44	6,594.92	4,610.04
292	1-Aug-44	6,594.92	4,610.04
293	1-Sep-44	6,594.92	4,610.04
294	1-Oct-44	6,594.92	4,610.04
295	1-Nov-44	6,792.77	4,610.04
296	1-Dec-44	6,792.77	4,610.04
297	1-Jan-45	6,792.77	4,610.04
298	1-Feb-45	6,792.77	4,610.04
299	1-Mar-45	6,792.77	4,610.04

Page 8

Option Period 2:

300	1-Apr-45	6,792.77	4,748.34
301	1-May-45	6,792.77	4,748.34
302	1-Jun-45	6,792.77	4,748.34
303	1-Jul-45	6,792.77	4,748.34
304	1-Aug-45	6,792.77	4,748.34
305	1-Sep-45	6,792.77	4,748.34
306	1-Oct-45	6,792.77	4,748.34
307	1-Nov-45	6,996.55	4,748.34
308	1-Dec-45	6,996.55	4,748.34
309	1-Jan-46	6,996.55	4,748.34
310	1-Feb-46	6,996.55	4,748.34
311	1-Mar-46	6,996.55	4,748.34
312	1-Apr-46	6,996.55	4,890.79
313	1-May-46	6,996.55	4,890.79
314	1-Jun-46	6,996.55	4,890.79
315	1-Jul-46	6,996.55	4,890.79
316	1-Aug-46	6,996.55	4,890.79
317	1-Sep-46	6,996.55	4,890.79
318	1-Oct-46	6,996.55	4,890.79
319	1-Nov-46	7,206.45	4,890.79
320	1-Dec-46	7,206.45	4,890.79
321	1-Jan-47	7,206.45	4,890.79
322	1-Feb-47	7,206.45	4,890.79
323	1-Mar-47	7,206.45	4,890.79
324	1-Apr-47	7,206.45	5,037.52
325	1-May-47	7,206.45	5,037.52
326	1-Jun-47	7,206.45	5,037.52
327	1-Jul-47	7,206.45	5,037.52
328	1-Aug-47	7,206.45	5,037.52
329	1-Sep-47	7,206.45	5,037.52
330	1-Oct-47	7,206.45	5,037.52
331	1-Nov-47	7,422.64	5,037.52
332	1-Dec-47	7,422.64	5,037.52
333	1-Jan-48	7,422.64	5,037.52
334	1-Feb-48	7,422.64	5,037.52
335	1-Mar-48	7,422.64	5,037.52
336	1-Apr-48	7,422.64	5,037.52
337	1-May-48	7,422.64	5,188.64
338	1-Jun-48	7,422.64	5,188.64
339	1-Jul-48	7,422.64	5,188.64
340	1-Aug-48	7,422.64	5,188.64
341	1-Sep-48	7,422.64	5,188.64
342	1-Oct-48	7,422.64	5,188.64
343	1-Nov-48	7,645.32	5,188.64
344	1-Dec-48	7,645.32	5,188.64
345	1-Jan-49	7,645.32	5,188.64
346	1-Feb-49	7,645.32	5,188.64
347	1-Mar-49	7,645.32	5,188.64
348	1-Apr-49	7,645.32	5,188.64
349	1-May-49	7,645.32	5,188.64
350	1-Jun-49	7,645.32	5,188.64
351	1-Jul-49	7,645.32	5,344.30
352	1-Aug-49	7,645.32	5,344.30
353	1-Sep-49	7,645.32	5,344.30
354	1-Oct-49	7,645.32	5,344.30
355	1-Nov-49	7,874.68	5,344.30
356	1-Dec-49	7,874.68	5,344.30
357	1-Jan-50	7,874.68	5,344.30
358	1-Feb-50	7,874.68	5,344.30
359	1-Mar-50	7,874.68	5,344.30

Page 9

Exhibit 2

Expansion Budget

Page 10

Exhibit 99.1

FOR IMMEDIATE RELEASE

Power REIT Expands Greenhouse Property for Cannabis Cultivation and Processing in Colorado

Old Bethpage, New York, May 1, 2020, Power REIT (NYSE-AMEX: PW) (“Power REIT” or the “Trust”) today announced that it has entered into an agreement for a 5,040 square-foot greenhouse expansion for the cultivation of cannabis at its southern Colorado property (“Maverick 5”), which is owned by a wholly owned subsidiary of the Trust. Power REIT’s investment in the expansion is $340,000 and the lease amendment is structured to provide additional straight-line annual rent of approximately $63,000, representing an estimated yield of over 18%.

Power REIT acquired Maverick 5 on March 19, 2020 for $150,000. As part of the acquisition, the Trust agreed to fund the immediate construction of 5,040 square feet of greenhouse space and 4,920 square feet of head-house/processing space. This project is currently under construction and anticipated to be completed by mid-July 2020.

David Lesser, Power REIT’s Chairman and CEO, commented, “We are pleased that the initial Maverick 5 expansion is proceeding ahead of schedule and we are able to quickly add an expansion to meet our tenant’s evolving business needs with additional greenhouse cultivation space. Since closing on this acquisition and commencing construction, our tenant has accelerated plans to populate the facility with cannabis plants, which has led to the expedient need to expand the scope of the current construction project to add an additional greenhouse bay. The modularity of greenhouses has allowed us to meet our tenant’s needs and move forward with the additional space. This is the second time, we have efficiently moved forward with an expansion of a greenhouse property in our portfolio, which demonstrates the economic resiliency of our greenhouse focused business plan.”

FFO ASSUMPTIONS

The Maverick 5 expansion is immediately accretive to FFO by adding $63,000 of straight-line rent which translates to incremental FFO of approximately $0.033 per share per annum on a run rate basis. Omitting future available capital deployments, this transaction along with the other recently announced greenhouse related transactions should increase FFO by over 65% on a run rate basis relative to Power REIT’s stabilized FFO prior to embarking on our updated business plan in July 2019. Assuming Power REIT deploys its remaining capital equally over the next two quarters, the year-end “run-rate” for FFO per share should exceed $1.60 per share, which assumes that the capital is deployed at a 12.5% yield. Similarly, if Power REIT deploys its capital at a rate in-line with recent acquisitions, the year end FFO “run-rate” could exceed $1.90 per share, which more than triples the previous performance prior to the implementation of Power REIT’s new business plan in the middle of last year.

Mr. Lesser continued, “When we acquired Maverick 5, we indicated that our tenant was well positioned for near-term expansion. This transaction demonstrates the demand for an essential business and where the tenant is likely to have additional expansion needs. This supply and demand dynamic will likely allow us to deploy additional capital on an attractive risk adjusted basis.” Mr. Lesser concluded, “With an extensive acquisition pipeline, we feel cautiously optimistic that we will be able to deploy the remainder of the capital currently available for investment in the near term. Cannabis operators currently have limited access to capital sources which means that Power REIT should be able to deploy much needed capital at attractive risk adjusted returns.”

As previously disclosed, Power REIT recently completed a $15.5 million debt financing at a rate of 4.62% which fully amortizes over a 35-year term. Approximately $4.7 million of the funds have been earmarked to acquire assets and expand greenhouse cultivation assets we have acquired. In addition to this expansion transaction, Power REIT has an extensive pipeline of CEA acquisition targets and is actively working to deploy the remainder of the capital available for investment.

UPDATE ON CONSTRUCTION ACTIVITY

Power REIT is currently has four greenhouse projects in southern Colorado in various stages of construction. The state of Colorado has deemed cannabis an essential service including the construction of cultivation facilities. Power REIT’s construction activities remain on or ahead of schedule. Below is a summary of the status of the construction projects currently underway:

Maverick 1

On December 31, 2019, Power REIT announced that it had entered into an agreement to expand its property referred to as Maverick 1 by adding an additional 10,800 sf of greenhouse space. The property is now fully enclosed and working towards finalizing the interior construction including mechanical, electric and light depravation shades. Our tenant has indicated that the expansion should be ready for occupancy by June 1, 2020.

Maverick 14

On February 6, 2020, Power REIT announced the acquisition of an existing greenhouse and support buildings and an agreement to construct 15,120 square feet of greenhouse space and 2,520 square feet of head-house/processing space. This construction is proceeding ahead of schedule with all of the poles and trusses for the greenhouse in place and the greenhouse is already fully enclosed and working towards finalizing the interior construction including mechanical, electric and light depravation shades. It is anticipated that the entire property will be ready for occupancy by mid-July 2020.

Sherman 6

On February 6, 2020, Power REIT announced the acquisition of vacant land and an agreement to construct 15,120 square feet of greenhouse space and 7,520 square feet of head-house/processing space. This construction is proceeding ahead of schedule with the processing space anticipated for occupancy by mid-May 2020. In addition, all of the poles and trusses for the greenhouse have been set and the greenhouse is almost fully enclosed. It is anticipated that the entire property will be ready for occupancy by the mid-July 2020.

Maverick 5

On March 20, 2020, Power REIT announced the acquisition of vacant land and an agreement to construct 5,040 square feet of greenhouse space and 4,920 square feet of head-house/processing space. This construction is proceeding ahead of schedule with the processing space anticipated to be ready for occupancy by mid-May, 2020. In addition, all of the columns for the greenhouse have been installed and it is anticipated to be ready for occupancy by the end of June. As described above, Power REIT has now agreed to fund the immediate expansion of greenhouse space by 5,040 square feet which we currently anticipate will be ready for occupancy by mid-July, 2020

Statement on Sustainability

Power REIT owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture (CEA Facilities), Renewable Energy and Transportation.

CEA Facilities, such as greenhouses, provide an extremely environmentally friendly solution, which consume approximately 70% less energy than indoor growing operations that do not benefit from “free” sunlight. CEA facilities use 90% less water than field grown plants, and all of Power REIT’s greenhouse properties operate without the use of pesticides and avoid agricultural runoff of fertilizers and pesticides. These facilities cultivate medical Cannabis, which has been recommended to help manage a myriad of medical symptoms, including seizures and spasms, multiple sclerosis, post-traumatic stress disorder, migraines, arthritis, Parkinson’s disease, and Alzheimer’s.

Renewable Energy assets are comprised of land and infrastructure associated with utility scale solar farms. These projects produce power without the use of fossil fuels thereby lowering carbon emissions. The solar farms produce approximately 50,000,000 kWh of electricity annually which is enough to power approximately 4,600 home on a carbon free basis.

Transportation assets are comprised of land associated with a railroad, an environmentally friendly mode of bulk transportation.

About Power REIT

Power REIT is a real estate investment trust (REIT) that owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture, Renewable Energy and Transportation. Power REIT is actively seeking to expand its real estate portfolio related to Controlled Environment Agriculture and Renewable Energy. Additional information on Power REIT can be found on its website at www.pwreit.com

Cautionary Statement about Forward-Looking Statements

This document includes forward-looking statements within the meaning of the U.S. securities laws. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume”, “seek” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this document regarding our future strategy, future operations, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements. You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this document. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders.

CONACT:

David H. Lesser, Chairman & CEO

dlesser@pwreit.com

301 Winding Road

Old Bethpage, NY 11804

212-750-0371