Power REIT (Form: 8-K, Received: 03/21/2022 06:33:42)

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): March 21, 2022

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.

On March 1, 2022, Power REIT (“Power REIT” or the “Trust”), through a wholly owned subsidiary of the Trust (“PropCo”), amended its existing lease (the “Lease”) with NorthEast Kind Assets LLC. Pursuant to the lease amendment, PropCo is providing funding for additional improvements to the Property on the same economic terms as the original Lease. Power REIT’s capital commitment related to the additional budget items is approximately $3,500,000 which increases the straight-line annual rent by approximately $654,000.

The foregoing descriptions of the lease amendment does not purport to be complete and are qualified in its entirety by reference to the complete text of 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 March 2, 2022, the Trust issued a press release regarding amending the Lease. 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description of Exhibit

10.1		NorthEast Kind Assets LLC Lease Amendment

99.1		Power REIT Press Release issued on March 21, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, 2020, 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.

Date: March 21, 2022	POWER REIT

	By	/s/ David H. Lesser
		David H. Lesser
		Chairman of the Board and Chief Executive Officer

Exhibit 10.1

SECOND AMENDMENT TO THE LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of March 21, 2022 (the “Effective Date”) by and between PW ME CanRe SD LLC, a Maine limited liability company (“Landlord”), and NorthEast Kind Assets LLC, a Maine limited liability company (“Tenant”).

RECITALS:

A. Landlord and Tenant are parties to the Lease Agreement dated May 15, 2020 (the “Original Lease”), pursuant to which Tenant leases from Landlord the land and all improvements thereon located at 495 Harold L Dow Hwy., Eliot, ME 03903 as more particularly described in the Original Lease (the “Premises”).

B. Landlord and Tenant are parties to the Lease Amendment dated September 17, 2020 (the “First Amendment”), pursuant to which Landlord exercised its option to purchase another certain, adjacent parcel of land being located at 505 Harold L Dow Hwy. ME 03903 as more described in the First Amendment (the “Additional Parcel”)

C. Landlord and Tenant desire to amend the Original Lease to add additional items to the property improvement budget (“the Additional Items”) for the construction of a Natural Gas CHP / Absorption Chiller to be located at the Additional Parcel and to make corresponding changes to the Original Lease and to update certain other terms and conditions under the Original Lease, as amended, as described herein. The Additional Items are described on Exhibit 1- Second Amendment, attached hereto.

AGREEMENT:

THEREFORE, in consideration of the mutual covenants set forth herein, the Original Lease is hereby amended on the terms and conditions hereinafter set forth.

1. Initially capitalized terms not otherwise defined herein will have the meanings given to such terms in the Original Lease.

2. The definition of “Base Rent” in the Original Lease is amended to include the column entitled “Monthly Rent” on the Rent Schedule attached as Exhibit 2 – Second Amendment, which will be in addition to the Monthly Rent on the Rent Schedule attached to the First Amendment as Exhibit 3 – First Amendment, and the Monthly Rent on the Rent Schedule attached to the Original Lease as Exhibit 2. In the event of the federal legalization of the recreations use of cannabis in the United States, the Base Rent attributable to the Additional Items will be the amount listed in the column entitled “Rent if Reset’ in the Rent Scheduled attached as Exhibit 2 – Second Amendment.

3. Competitor First Right of Refusal. If, during the Term, Landlord receives from a third-party or affiliate that is in direct competition with Tenant, a bona fide offer to purchase or otherwise transfer the Property, before Landlord may accept such an offer, Landlord must first give written notice to Tenant of said offer. Tenant shall have thirty (30) days from the date of receipt of said offer, to provide Landlord with a binding agreement to acquire the Property upon the same terms and conditions as set forth therein. Tenant may elect to assign Tenant’s rights to purchase the Leased Premises to the parent of the Tenant, a subsidiary of the Tenant, or other entity wholly owned by Tenant or its parent. If Tenant fails to enter into a binding agreement to acquire the Property as described above, Landlord may proceed to sell to said third party or affiliate in accordance with the terms of the original offer.

Section 9.3 of the Original Lease is amended as follows:

The Tenant Parties shall provide Landlord with: (A) certified financial statements by an authorized officer of each Tenant Party regarding the Tenant Parties’ operations at the Premises, including standard profit and loss statements, actual sales vs. projected sales, an income statement and balance sheet, all of which show that the Tenant Parties have the financial wherewithal to meet its obligations as they are due within twenty (20) days after the end of each calendar month, (B) certified financials from an authorized officer or by a third party accounting firm reasonably acceptable to Landlord, to be delivered within 90 days of the end of each calendar year during the Term, and (C) a personal tax return for each of the Guarantors within 30 days after April 15th of each Lease Year. The Tenant Parties that are entities hereby agree not to make any distributions to owners/investors of the Tenant Parties until such time as the Tenant Parties have achieved cash flow sufficient to establish a cash reserve equal to next six (6) months of Rent due under the Lease totaling (the “Working Capital Reserve”). Once the Tenant Parties have established the Working Capital Reserve in the Tenant Parties’ bank account (as certified to Landlord monthly), the Tenant Parties may distribute excess cash flow earned thereafter to its owners/investors in accordance with its Operating Agreement. In addition to and not by way of limitation of the foregoing, the Tenant Patties covenants and agrees that during the Term of this Lease, (i) the salaries for ce1tain owners/officers of the Tenant Patties shall be as set forth on the attached Exhibit 4, all of which will be annually certified as such by an authorized officer of each Tenant Patty on or before January 15th of each Lease year during the Term and (ii) absolutely no additional salary shall be paid to the identified owners/officers of any Tenant Party other than as set forth on Exhibit 4 until and after the Working Capital Reserve has been established and so long as it is maintained, and (iii) absolutely no distributions will be made to owners/ investors in a Tenant Party unless and until the Working Reserve amount has been achieved and is being maintained in Tenant’s bank account. During the Term hereof, Landlord, shall have full rights to inspect the books and records of each Tenant Party on reasonable notice, subject to Tenant’s Access Requirements if such books and records are kept on the Premises, and during normal business hours and to have an audit of such books and records done at its own expense to confirm the accuracy and completeness thereof; provided, such audit is performed in connection with all Applicable Laws, including but not limited to, the Marijuana Act. Landlord and Tenant acknowledge and agree that Landlord is not intended to, nor will it actually have, any control over Tenant’s business located at the Premises or elsewhere rather it is intended to support the viability of Tenant and its ability to meet its financial obligations. This Lease is not intended to enable Landlord to become a “Controlling Beneficial Owner” or “Passive Beneficial Owner” whatsoever in Tenant as such terms are defined under the Marijuana Act.

5. Exhibit 4 from the Original Lease which is referenced in Section 9.3 is hereby amended to reflect the exhibit attached hereto referred to as Exhibit 4 – Second Amendment.

6. Section 11.1 of the Original Lease, as amended, is amended to require that the Security Deposit shall be increased by $230,000 of which the Tenant shall deposit $115,000 on the Effective Date and an additional $115,000, by November 30, 2022 to fund the increased Security Deposit.

7. This Amendment sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof.

8. Except as specifically amended, modified, or supplemented herein, the Original Lease, as amended hereby, is hereby confirmed, and ratified in all respects and will remain in full force and effect according to its terms. In the event of any conflict or inconsistency between the provisions of the Original Lease and this Amendment, the provisions of this Amendment will control in all instances.

9. This Amendment may be executed in several counterparts, each of which will be deemed an original, and all of such counterparts together will constitute one and the same instrument. Executed copies hereof may be delivered by telecopy or electronic delivery, and upon receipt, will be deemed originals and binding upon the parties hereto.

10. Each party represents and warrants that, as of the date of this Amendment it has the unconditional and unrestricted right, power, and authority to enter into this Amendment.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

TENANT:

NorthEast Kind Assets LLC,
a Maine limited liability company

By:
Name:	James F. Henry
Title:	Authorized Signatory

LANDLORD:

PW ME CanRe SD LLC,
a Maine limited liability company

By:
Name:	David H. Lesser
Title:	Authorized Signatory

JOINDER OF GUARANTOR

The Guarantor of the Original Lease join herein for the purposes of evidencing their consent to this Amendment, and agreement to be bound all obligations of the Tenant Parties under the Original Lease as amended by this Amendment. The obligations of the Tenant Parties herein shall be joint and several.

NorthEast Kind Assets LLC, a Maine limited liability company

By:
Name:	James F. Henry
Title:	Authorized Signatory

Exhibit 1 – Second Amendment

Natural Gas CHP / Absorption Chiller Budget:
	Sitework	50,000
	Concrete	20,000
	Electrical	450,000
	Mechanical/Plumbing	660,000
	Absorption Chillers*	850,000
	Pre-packaged Cogeneration System*	1,125,000
	Breaker Panel/Switchgear*	90,000
	Maintenance Kit	60,000
	Engineering Development	28,000

	Contingency/Development Fee	175,000

Total	Power REIT Funded Construction Costs	3,508,000

	*Provided by IntelliGen Power Systems (See Proposal)

Exhibit 2 – Second Amendment

Month	Date	Monthly Rent	Monthly Rent if Reset
1	1-Mar-22	-	NA
2	1-Apr-22	-	NA
3	1-May-22	-	NA
4	1-Jun-22	-	NA
5	1-Jul-22	-	NA
6	1-Aug-22	-	NA
7	1-Sep-22	48,722.22	NA
8	1-Oct-22	48,722.22	NA
9	1-Nov-22	48,722.22	NA
10	1-Dec-22	48,722.22	NA
11	1-Jan-23	48,722.22	NA
12	1-Feb-23	48,722.22	NA
13	1-Mar-23	97,444.44	NA
14	1-Apr-23	97,444.44	NA
15	1-May-23	97,444.44	NA
16	1-Jun-23	97,444.44	NA
17	1-Jul-23	97,444.44	NA
18	1-Aug-23	97,444.44	NA
19	1-Sep-23	97,444.44	NA
20	1-Oct-23	97,444.44	NA
21	1-Nov-23	97,444.44	NA
22	1-Dec-23	97,444.44	NA
23	1-Jan-24	97,444.44	NA
24	1-Feb-24	97,444.44	NA
25	1-Mar-24	97,444.44	NA
26	1-Apr-24	97,444.44	NA
27	1-May-24	97,444.44	NA
28	1-Jun-24	97,444.44	NA
29	1-Jul-24	97,444.44	NA
30	1-Aug-24	97,444.44	NA
31	1-Sep-24	97,444.44	NA
32	1-Oct-24	97,444.44	NA
33	1-Nov-24	97,444.44	NA
34	1-Dec-24	97,444.44	NA
35	1-Jan-25	97,444.44	NA
36	1-Feb-25	97,444.44	NA

37	1-Mar-25	146,166.67	NA
38	1-Apr-25	146,166.67	NA
39	1-May-25	146,166.67	NA
40	1-Jun-25	146,166.67	NA
41	1-Jul-25	146,166.67	NA
42	1-Aug-25	146,166.67	NA
43	1-Sep-25	38,558.77	NA
44	1-Oct-25	38,558.77	NA
45	1-Nov-25	38,558.77	NA
46	1-Dec-25	38,558.77	NA
47	1-Jan-26	38,558.77	NA
48	1-Feb-26	38,558.77	NA
49	1-Mar-26	38,558.77	NA
50	1-Apr-26	38,558.77	NA
51	1-May-26	38,558.77	NA
52	1-Jun-26	38,558.77	NA
53	1-Jul-26	38,558.77	NA
54	1-Aug-26	38,558.77	NA
55	1-Sep-26	39,715.53	NA
56	1-Oct-26	39,715.53	NA
57	1-Nov-26	39,715.53	NA
58	1-Dec-26	39,715.53	NA
59	1-Jan-27	39,715.53	NA
60	1-Feb-27	39,715.53	NA
61	1-Mar-27	39,715.53	NA
62	1-Apr-27	39,715.53	NA
63	1-May-27	39,715.53	NA
64	1-Jun-27	39,715.53	NA
65	1-Jul-27	39,715.53	NA
66	1-Aug-27	39,715.53	NA
67	1-Sep-27	40,907.00	NA
68	1-Oct-27	40,907.00	NA
69	1-Nov-27	40,907.00	NA
70	1-Dec-27	40,907.00	NA
71	1-Jan-28	40,907.00	NA
72	1-Feb-28	40,907.00	NA
73	1-Mar-28	40,907.00	26,310.00
74	1-Apr-28	40,907.00	26,310.00
75	1-May-28	40,907.00	26,310.00

76	1-Jun-28	40,907.00	26,310.00
77	1-Jul-28	40,907.00	26,310.00
78	1-Aug-28	40,907.00	26,310.00
79	1-Sep-28	42,134.21	26,310.00
80	1-Oct-28	42,134.21	26,310.00
81	1-Nov-28	42,134.21	26,310.00
82	1-Dec-28	42,134.21	26,310.00
83	1-Jan-29	42,134.21	26,310.00
84	1-Feb-29	42,134.21	26,310.00
85	1-Mar-29	42,134.21	27,099.30
86	1-Apr-29	42,134.21	27,099.30
87	1-May-29	42,134.21	27,099.30
88	1-Jun-29	42,134.21	27,099.30
89	1-Jul-29	42,134.21	27,099.30
90	1-Aug-29	42,134.21	27,099.30
91	1-Sep-29	43,398.23	27,099.30
92	1-Oct-29	43,398.23	27,099.30
93	1-Nov-29	43,398.23	27,099.30
94	1-Dec-29	43,398.23	27,099.30
95	1-Jan-30	43,398.23	27,099.30
96	1-Feb-30	43,398.23	27,099.30
97	1-Mar-30	43,398.23	27,912.28
98	1-Apr-30	43,398.23	27,912.28
99	1-May-30	43,398.23	27,912.28
100	1-Jun-30	43,398.23	27,912.28
101	1-Jul-30	43,398.23	27,912.28
102	1-Aug-30	43,398.23	27,912.28
103	1-Sep-30	44,700.18	27,912.28
104	1-Oct-30	44,700.18	27,912.28
105	1-Nov-30	44,700.18	27,912.28
106	1-Dec-30	44,700.18	27,912.28
107	1-Jan-31	44,700.18	27,912.28
108	1-Feb-31	44,700.18	27,912.28
109	1-Mar-31	44,700.18	28,749.65
110	1-Apr-31	44,700.18	28,749.65
111	1-May-31	44,700.18	28,749.65
112	1-Jun-31	44,700.18	28,749.65
113	1-Jul-31	44,700.18	28,749.65
114	1-Aug-31	44,700.18	28,749.65

115	1-Sep-31	46,041.18	28,749.65
116	1-Oct-31	46,041.18	28,749.65
117	1-Nov-31	46,041.18	28,749.65
118	1-Dec-31	46,041.18	28,749.65
119	1-Jan-32	46,041.18	28,749.65
120	1-Feb-32	46,041.18	28,749.65
121	1-Mar-32	46,041.18	29,612.14
122	1-Apr-32	46,041.18	29,612.14
123	1-May-32	46,041.18	29,612.14
124	1-Jun-32	46,041.18	29,612.14
125	1-Jul-32	46,041.18	29,612.14
126	1-Aug-32	46,041.18	29,612.14
127	1-Sep-32	47,422.42	29,612.14
128	1-Oct-32	47,422.42	29,612.14
129	1-Nov-32	47,422.42	29,612.14
130	1-Dec-32	47,422.42	29,612.14
131	1-Jan-33	47,422.42	29,612.14
132	1-Feb-33	47,422.42	29,612.14
133	1-Mar-33	47,422.42	30,500.50
134	1-Apr-33	47,422.42	30,500.50
135	1-May-33	47,422.42	30,500.50
136	1-Jun-33	47,422.42	30,500.50
137	1-Jul-33	47,422.42	30,500.50
138	1-Aug-33	47,422.42	30,500.50
139	1-Sep-33	48,845.09	30,500.50
140	1-Oct-33	48,845.09	30,500.50
141	1-Nov-33	48,845.09	30,500.50
142	1-Dec-33	48,845.09	30,500.50
143	1-Jan-34	48,845.09	30,500.50
144	1-Feb-34	48,845.09	30,500.50
145	1-Mar-34	48,845.09	31,415.52
146	1-Apr-34	48,845.09	31,415.52
147	1-May-34	48,845.09	31,415.52
148	1-Jun-34	48,845.09	31,415.52
149	1-Jul-34	48,845.09	31,415.52
150	1-Aug-34	48,845.09	31,415.52
151	1-Sep-34	50,310.44	31,415.52
152	1-Oct-34	50,310.44	31,415.52
153	1-Nov-34	50,310.44	31,415.52

154	1-Dec-34	50,310.44	31,415.52
155	1-Jan-35	50,310.44	31,415.52
156	1-Feb-35	50,310.44	31,415.52
157	1-Mar-35	50,310.44	32,357.98
158	1-Apr-35	50,310.44	32,357.98
159	1-May-35	50,310.44	32,357.98
160	1-Jun-35	50,310.44	32,357.98
161	1-Jul-35	50,310.44	32,357.98
162	1-Aug-35	50,310.44	32,357.98
163	1-Sep-35	51,819.76	32,357.98
164	1-Oct-35	51,819.76	32,357.98
165	1-Nov-35	51,819.76	32,357.98
166	1-Dec-35	51,819.76	32,357.98
167	1-Jan-36	51,819.76	32,357.98
168	1-Feb-36	51,819.76	32,357.98
169	1-Mar-36	51,819.76	33,328.72
170	1-Apr-36	51,819.76	33,328.72
171	1-May-36	51,819.76	33,328.72
172	1-Jun-36	51,819.76	33,328.72
173	1-Jul-36	51,819.76	33,328.72
174	1-Aug-36	51,819.76	33,328.72
175	1-Sep-36	53,374.35	33,328.72
176	1-Oct-36	53,374.35	33,328.72
177	1-Nov-36	53,374.35	33,328.72
178	1-Dec-36	53,374.35	33,328.72
179	1-Jan-37	53,374.35	33,328.72
180	1-Feb-37	53,374.35	33,328.72
181	1-Mar-37	53,374.35	34,328.58
182	1-Apr-37	53,374.35	34,328.58
183	1-May-37	53,374.35	34,328.58
184	1-Jun-37	53,374.35	34,328.58
185	1-Jul-37	53,374.35	34,328.58
186	1-Aug-37	53,374.35	34,328.58
187	1-Sep-37	54,975.58	34,328.58
188	1-Oct-37	54,975.58	34,328.58
189	1-Nov-37	54,975.58	34,328.58
190	1-Dec-37	54,975.58	34,328.58
191	1-Jan-38	54,975.58	34,328.58
192	1-Feb-38	54,975.58	34,328.58

193	1-Mar-38	54,975.58	35,358.44
194	1-Apr-38	54,975.58	35,358.44
195	1-May-38	54,975.58	35,358.44
196	1-Jun-38	54,975.58	35,358.44
197	1-Jul-38	54,975.58	35,358.44
198	1-Aug-38	54,975.58	35,358.44
199	1-Sep-38	56,624.85	35,358.44
200	1-Oct-38	56,624.85	35,358.44
201	1-Nov-38	56,624.85	35,358.44
202	1-Dec-38	56,624.85	35,358.44
203	1-Jan-39	56,624.85	35,358.44
204	1-Feb-39	56,624.85	35,358.44
205	1-Mar-39	56,624.85	36,419.19
206	1-Apr-39	56,624.85	36,419.19
207	1-May-39	56,624.85	36,419.19
208	1-Jun-39	56,624.85	36,419.19
209	1-Jul-39	56,624.85	36,419.19
210	1-Aug-39	56,624.85	36,419.19
211	1-Sep-39	58,323.59	36,419.19
212	1-Oct-39	58,323.59	36,419.19
213	1-Nov-39	58,323.59	36,419.19
214	1-Dec-39	58,323.59	36,419.19
215	1-Jan-40	58,323.59	36,419.19
216	1-Feb-40	58,323.59	36,419.19
217	1-Mar-40	58,323.59	37,511.77
218	1-Apr-40	58,323.59	37,511.77
219	1-May-40	58,323.59	37,511.77

Option Period 1

220	1-Jun-40	58,323.59	37,511.77
221	1-Jul-40	58,323.59	37,511.77
222	1-Aug-40	58,323.59	37,511.77
223	1-Sep-40	60,073.30	37,511.77
224	1-Oct-40	60,073.30	37,511.77
225	1-Nov-40	60,073.30	37,511.77
226	1-Dec-40	60,073.30	37,511.77
227	1-Jan-41	60,073.30	37,511.77
228	1-Feb-41	60,073.30	37,511.77

229	1-Mar-41	60,073.30	38,637.12
230	1-Apr-41	60,073.30	38,637.12
231	1-May-41	60,073.30	38,637.12
232	1-Jun-41	60,073.30	38,637.12
233	1-Jul-41	60,073.30	38,637.12
234	1-Aug-41	60,073.30	38,637.12
235	1-Sep-41	61,875.50	38,637.12
236	1-Oct-41	61,875.50	38,637.12
237	1-Nov-41	61,875.50	38,637.12
238	1-Dec-41	61,875.50	38,637.12
239	1-Jan-42	61,875.50	38,637.12
240	1-Feb-42	61,875.50	38,637.12
241	1-Mar-42	61,875.50	39,796.24
242	1-Apr-42	61,875.50	39,796.24
243	1-May-42	61,875.50	39,796.24
244	1-Jun-42	61,875.50	39,796.24
245	1-Jul-42	61,875.50	39,796.24
246	1-Aug-42	61,875.50	39,796.24
247	1-Sep-42	63,731.77	39,796.24
248	1-Oct-42	63,731.77	39,796.24
249	1-Nov-42	63,731.77	39,796.24
250	1-Dec-42	63,731.77	39,796.24
251	1-Jan-43	63,731.77	39,796.24
252	1-Feb-43	63,731.77	39,796.24
253	1-Mar-43	63,731.77	40,990.12
254	1-Apr-43	63,731.77	40,990.12
255	1-May-43	63,731.77	40,990.12
256	1-Jun-43	63,731.77	40,990.12
257	1-Jul-43	63,731.77	40,990.12
258	1-Aug-43	63,731.77	40,990.12
259	1-Sep-43	65,643.72	40,990.12
260	1-Oct-43	65,643.72	40,990.12
261	1-Nov-43	65,643.72	40,990.12
262	1-Dec-43	65,643.72	40,990.12
263	1-Jan-44	65,643.72	40,990.12
264	1-Feb-44	65,643.72	40,990.12
265	1-Mar-44	65,643.72	42,219.83
266	1-Apr-44	65,643.72	42,219.83
267	1-May-44	65,643.72	42,219.83

268	1-Jun-44	65,643.72	42,219.83
269	1-Jul-44	65,643.72	42,219.83
270	1-Aug-44	65,643.72	42,219.83
271	1-Sep-44	67,613.03	42,219.83
272	1-Oct-44	67,613.03	42,219.83
273	1-Nov-44	67,613.03	42,219.83
274	1-Dec-44	67,613.03	42,219.83
275	1-Jan-45	67,613.03	42,219.83
276	1-Feb-45	67,613.03	42,219.83
277	1-Mar-45	67,613.03	43,486.42
278	1-Apr-45	67,613.03	43,486.42
279	1-May-45	67,613.03	43,486.42

Option Period 2

280	1-Jun-45	67,613.03	43,486.42
281	1-Jul-45	67,613.03	43,486.42
282	1-Aug-45	67,613.03	43,486.42
283	1-Sep-45	69,641.42	43,486.42
284	1-Oct-45	69,641.42	43,486.42
285	1-Nov-45	69,641.42	43,486.42
286	1-Dec-45	69,641.42	43,486.42
287	1-Jan-46	69,641.42	43,486.42
288	1-Feb-46	69,641.42	43,486.42
289	1-Mar-46	69,641.42	44,791.01
290	1-Apr-46	69,641.42	44,791.01
291	1-May-46	69,641.42	44,791.01
292	1-Jun-46	69,641.42	44,791.01
293	1-Jul-46	69,641.42	44,791.01
294	1-Aug-46	69,641.42	44,791.01
295	1-Sep-46	71,730.66	44,791.01
296	1-Oct-46	71,730.66	44,791.01
297	1-Nov-46	71,730.66	44,791.01
298	1-Dec-46	71,730.66	44,791.01
299	1-Jan-47	71,730.66	44,791.01
300	1-Feb-47	71,730.66	44,791.01
301	1-Mar-47	71,730.66	46,134.74
302	1-Apr-47	71,730.66	46,134.74
303	1-May-47	71,730.66	46,134.74

304	1-Jun-47	71,730.66	46,134.74
305	1-Jul-47	71,730.66	46,134.74
306	1-Aug-47	71,730.66	46,134.74
307	1-Sep-47	73,882.58	46,134.74
308	1-Oct-47	73,882.58	46,134.74
309	1-Nov-47	73,882.58	46,134.74
310	1-Dec-47	73,882.58	46,134.74
311	1-Jan-48	73,882.58	46,134.74
312	1-Feb-48	73,882.58	46,134.74
313	1-Mar-48	73,882.58	47,518.79
314	1-Apr-48	73,882.58	47,518.79
315	1-May-48	73,882.58	47,518.79
316	1-Jun-48	73,882.58	47,518.79
317	1-Jul-48	73,882.58	47,518.79
318	1-Aug-48	73,882.58	47,518.79
319	1-Sep-48	76,099.06	47,518.79
320	1-Oct-48	76,099.06	47,518.79
321	1-Nov-48	76,099.06	47,518.79
322	1-Dec-48	76,099.06	47,518.79
323	1-Jan-49	76,099.06	47,518.79
324	1-Feb-49	76,099.06	47,518.79
325	1-Mar-49	76,099.06	48,944.35
326	1-Apr-49	76,099.06	48,944.35
327	1-May-49	76,099.06	48,944.35
328	1-Jun-49	76,099.06	48,944.35
329	1-Jul-49	76,099.06	48,944.35
330	1-Aug-49	76,099.06	48,944.35
331	1-Sep-49	78,382.03	48,944.35
332	1-Oct-49	78,382.03	48,944.35
333	1-Nov-49	78,382.03	48,944.35
334	1-Dec-49	78,382.03	48,944.35
335	1-Jan-50	78,382.03	48,944.35
336	1-Feb-50	78,382.03	48,944.35
337	1-Mar-50	78,382.03	50,412.68
338	1-Apr-50	78,382.03	50,412.68
339	1-May-50	78,382.03	50,412.68

Exhibit 4– Second Amendment

*NorthEast Kind Holdings, LLC:

Justice Rines-COO - $150,000 annually

*Judley, LLC (Licensed Medical Entity operating in Eliot, ME:

Hughes Pope Director Cultivation/Principal - $200,000 annually

Kristin Pope - Director Product Formulation/Principal - $100,000 annually

Salary Limit Increases: On the first day of each calendar year of the Lease Term (and applied retroactively to the Effective Date of the Original Lease) unless the parties shall otherwise agree in writing, the salary limits above shall be increased by the then-current percentage increase for the twelve-month period of such previous calendar year of the CPI-U (defined below) or, if that publication of such index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-U” shall mean the Consumer Price Index for All Urban Consumers, as published by the United States Department of Labor, Bureau of Labor Statistics. Notwithstanding the foregoing, such yearly salary limit increases shall in no event be less than three percent (3%).

*These figures do not include participation in the employee benefits program

Exhibit 99.1

Power REIT Agrees to Fund Energy Efficiency Improvements at its Greenhouse in York County, Maine.

Old Bethpage, New York, March 21, 2022 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”) today announced that it has entered into a lease amendment (the “Amendment”) to fund additional capital improvements to its existing greenhouse cultivation property in York County Maine. The approximately 48,000 square-foot facility sits on six acres and is leased to a leading vertically integrated cannabis company in Maine.

Pursuant to the Amendment, Power REIT will fund the installation of a highly energy efficient onsite power generation and cooling system. Power REIT’s total capital commitment related to these improvements is approximately $3,500,000 which increases the straight-line annual rent by approximately $654,000 which represents an approximately 19% unleveraged core FFO yield.

Combined Heat and Power/Cogeneration

Combined Heat and Power (CHP), also known as cogeneration, is the production of electricity and thermal energy from a single energy source. In this case, the energy input is clean burning natural gas to run a reciprocating engine which includes emissions corrections for the exhaust. The Sweet Dirt property will benefit from installing a CHP system at its property whereby it will generate its own electricity and recover the heat produced as a byproduct of the electricity production and make that a usable energy source. This allows Sweet Dirt facility to offset running other equipment for heating the facility. In addition to the heat that will be used for heating the greenhouse, the project includes an absorption chiller which can create cooling from the heat produced by the cogeneration system through an evaporative process. A cogeneration system that incorporates an absorption chiller is often referred to as tri-generation since it creates three outputs from one energy input. CHP in the form of onsite generation can operate at a fuel conversion efficiency approaching 85% compared to the efficiency of a central power plant which typically has an electrical efficiency closer to 40% before factoring in significant efficiency losses associated with the distribution of power through the utility to the end user and the inability to capture and use thermal energy. As such, Sweet Dirt is taking a sustainable approach to meeting its energy needs.

David Lesser, Chairman and CEO of Power REIT commented, “These improvements to this greenhouse cultivation facility will allow Sweet Dirt to take their operations to the next level in an energy efficient manner. Power REIT has a significant focus on sustainability and cogeneration is a way to lower the overall carbon footprint of the greenhouse while also lowering its cost of operations and enhancing production yields. I have a significant background focused on sustainability and energy efficiency including the benefits of distributed generation of power in the form of cogeneration. A major component of our investment thesis is that greenhouses are a sustainable approach to the cultivation of certain crops. Incorporating tri-generation at the Sweet Dirt greenhouse directly supports this thesis.”

Sweet Dirt

Sweet Dirt currently operates three retail locations with plans to open two more stores in Q2 2022. With regard to cultivation and manufacturing, Sweet Dirt operates the greenhouse facility owned by Power REIT. There are also plans for an extraction facility to open in Summer/Fall 2022. Sweet Dirt has grown significantly, now employing 130+ employees (305% YoY growth). After a strong 2021, generating a record year of revenues, Sweet Dirt captured a considerable portion of the total Maine Adult Use market share with Maine’s only Certified Clean Adult Use cannabis.

Maine Cannabis Market

For the month of January 2022, the Maine Office of Marijuana Policy reported Adult Use cannabis product sales of approximately $8.8 million representing 250% growth year over year. Smokable cannabis flower accounted for the majority of sales in 2021, but concentrated and infused products are steadily gaining market share representing consumer demand for more diverse form factors. Sweet Dirt is well positioned in the Maine market with extraction and manufacturing facilities and two more retail locations coming online in 2022.

Jim Henry, CEO of Sweet Dirt commented, “Leading in the cannabis industry in the state of Maine means focusing on not just financial success, but also on what’s best for Maine and Mainers. Adding this energy efficiency project to our cultivation and manufacturing campus will allow us to accelerate our growth in an environmentally friendly and cost-effective manner. We remain committed to becoming a large-scale producer of premium, high quality cannabis-related products to meet the growing demand in Maine. We evaluated many options for implementing this project and ultimately concluded that IntelliGen Power Systems was the best option for us.”

Statement on Sustainability

Power REIT owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture facilities with a focus on greenhouses, Renewable Energy and Transportation.

CEA facilities in the form of greenhouses, provide an extremely environmentally friendly solution, which consume approximately 70% less energy than indoor growing operations that do not benefit from “free” sunlight. Greenhouses 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 homes 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, with a focus on the “Triple Bottom Line” and a commitment to People, Planet and Profit is a specialized real estate investment trust (REIT) that owns sustainable 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 in the form of greenhouses for the cultivation of food and cannabis.

Additional information about Power REIT can be found on its website: www.pwreit.com

About Sweet Dirt

Sweet Dirt is a vertically integrated cannabis company based in Maine. Sweet Dirt produces organically grown cannabis (medical and adult use) and cannabis-infused products. The company’s focus on the creation of its proprietary soils and organic growing practices have earned the company the MOFGA (Maine Organic Farmer and Gardeners Association) ‘Certified Clean Cannabis’ (MC3) designation achieved by fewer than 1% of all licensed cannabis growers in Maine.

Additional information about Sweet Dirt can be found on its website: www.sweetdirt.com

About IntelliGen Power Systems LLC

IntelliGen Power Systems, located in Old Bethpage, New York, is a leader in Distributed Generation in the form of cogeneration since 1988. IntelliGen is focused on incorporating the highest quality components and maintenance to deliver optimized Cogeneration capabilities efficiently and cost-effectively. IntelliGen is owned by an affiliate of David H. Lesser, Power REIT’s chairman and CEO.

Additional information about IntelliGen Power Systems can be found on its website: www.intelligenpower.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.

Contact:
David H. Lesser, Chairman & CEO		Mary Jensen, Investor Relations
dlesser@pwreit.com		mary@irrealized.com
212-750-0371		310-526-1707

301 Winding Road Old Bethpage, NY 11804
www.pwreit.com