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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D. C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
file number 001-36312

 POWER
REIT

 (Exact
name of registrant as specified in its charter)

 Maryland

 45-3116572

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Winding Road, Old Bethpage, NY

 11804

 (Address
 of principal executive offices)

 (Zip
 Code)

 (212) 750-0371

 (Registrant's
telephone number, including area code)

 N/A

 (Former
name, former address and former fiscal year, if changed since last report)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common

 PW

 NYSE
 American, LLC

 7.75%
 Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share

 PW.A

 NYSE
 American, LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of "large accelerated filer", "accelerated filer", "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 The
aggregate market value of the voting and non-voting common equity of the Registrant held by non-affiliates as of June 30, 2023, the Registrant's
most recently completed second fiscal quarter, was approximately $ 4,528,000 computed by reference to the closing price of the Registrant's
shares of beneficial interest ("common shares" or "common stock") on June 30, 2023 of $1.64.

 As
of March 27, 2024, there were 3,389,661 common shares outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None

 TABLE
OF CONTENTS

 POWER

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls And Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibit and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 FORWARD-LOOKING
STATEMENTS

 This
Annual Report on Form 10-K (this "Annual Report") contains forward-looking statements within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). 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 by the use of words such as "believe," "expect,"
"will," "anticipate," "intend," "estimate," "would," "should,"
"project," "plan," "assume" or other similar words or expressions, or negatives of such words or
expressions, although not all forward-looking statements can be identified in this way. All statements contained in this document regarding
strategy, plans, future operations, projected financial condition or results of operations, prospects, the future of Power REIT's
industries and markets, outcomes that might be obtained by pursuing management's plans and objectives, and similar subjects, are
forward-looking statements. Over time, Power REIT's actual performance, results, financial condition and achievements may differ
from the anticipated performance, results, financial condition and achievements that are expressed or implied by Power REIT's forward-looking
statements, and such differences may be significant and materially adverse to Power REIT and its security holders.

 All
forward-looking statements reflect Power REIT's good-faith beliefs, assumptions and expectations, but they are not guarantees of
future performance. Furthermore, Power REIT disclaims any obligation to publicly update or revise any forward-looking statements to reflect
changes in underlying assumptions or factors, new information, data or methods, future events or other changes. For a further discussion
of factors that could cause Power REIT's future performance, results, financial condition or achievements to differ materially
from that which is expressed or implied in Power REIT's forward-looking statements, see "Risk Factors" under Item 1A
of this document.

Risk Factors

 The
following is a summary of the risks relating to Power REIT. A more detailed description of each of the risks can be found below under
the section captioned "Risk Factors".

 Risks
Related to our Financial Position and Liquidity

 We
have incurred a loss for the year ended December 31, 2023 and may be unable to generate sufficient revenue to cover expenses or generate
net income.

 We
 may need to raise additional capital or sell additional properties to fund our operations.

 If
 our acquisitions or our overall business performance fail to meet expectations, we could be restricted from paying dividends to shareholders
 and default on our loans, which are secured by collateral in our properties and assets.

 We
 have substantial debt and preferred shares outstanding with substantial liquidation preference, which could adversely affect our
 overall financial health and our operating flexibility.

 We
 may incur significant debt, which may subject us to restrictive covenants and increased risk of loss.

 Secured
 indebtedness exposes us to the possibility of foreclosure.

 If
 we are unable to comply with the covenants in our loan agreements, we might be adversely affected.

 Secured
 indebtedness exposes us to the possibility of foreclosure, which could result in the loss of our investment in certain of our subsidiaries
 or in a property or group of properties or other assets subject to indebtedness.

 Risks
Related to our Operations

 We
 have a limited operating history and one of the industries in which we operate is in an industry in its very early stages of development.

 Our
 tenants have limited operating histories and may be more susceptible to payment and other lease defaults.

 Our
 tenants operate in a nascent industry that has experienced pricing gyrations which may impact their ability to pay rent.

 Our
 tenants may be unable to operate their businesses and default on their lease payments to us.

 Our
 business activities and the business activities of our cannabis tenants are currently illegal under U.S. federal law.

 The
 failure to implement our business strategy could be negatively affect our operations.

 Even
 if we are able to execute our business strategy, that strategy may not be successful.

 We
 operate in a highly competitive market for investment opportunities.

 The
 properties we have or do acquire that are acquired, "as-is" are subject to risk.

 We
 will continue to need additional capital to make new investments.

 The
 investment portfolio is concentrated in a relatively few number of investments, industries and lessees.

 Our
 property portfolio has a high concentration of properties located in certain states.

 If
 our acquisitions or our overall business performance fail to meet expectations, the amount of cash available to us to pay dividends
 may decrease and we could default on our secured loans.

 Our
 operating results may be negatively affected by development and construction delays and cost overruns.

 The
 valuation and accounting treatment of certain long-lived assets could result in future asset impairments.

 Many
 factors, including changes in interest rates and the negative perceptions of the cannabis sector generally, can have an adverse effect
 on the market value of our securities.

 Individual
 taxpayers might perceive REIT securities as less desirable relative to the securities of other corporations because of the lower
 tax rate on certain dividends from such corporations.

 Our
 securities with claims that are senior to our common shares may limit or prevent us from paying dividends.

 We
 are dependent upon Mr. David H. Lesser for our success.

 Our
 management team may have interests that conflict with the Trust's interests.

 Our
 lessee's ability to pay us is expected to be dependent solely on the revenues of a specific project.

 Some
 losses related to our real property assets may not be covered by insurance.

 Discovery
 of environmentally hazardous conditions may adversely affect our operating results.

 Legislative,
 regulatory, accounting or tax rules, and any changes to them could adversely affect us.

 in interest rates may negatively affect the value of our assets and securities and access to financing.

 Our
 quarterly results may fluctuate.

 We
 may fail to remain qualified as a REIT.

 We
 could lose our status as a REIT which would subject us to U.S. federal income tax and applicable state and local taxes.

 If
 we are deemed to be subject to Section 280E of the Code that could cause us to incur U.S. federal income tax and jeopardize our REIT
 status.

 Legislative,
 regulatory or administrative changes could adversely affect us or our stockholders.

 If
 we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical
 for us to continue our business as contemplated.

 Net
 leases may not result in fair market lease rates over time.

 We
 are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity
 and data leakage risks.

 If
 a sale-leaseback transaction is recharacterized in a lessee's bankruptcy proceeding, our financial condition could be adversely
 affected.

 Provisions
 of the Maryland General Corporation Law and our Declaration of Trust and Bylaws could deter takeover attempts.

 A
 resurgence of the COVID-19 pandemic, or the future outbreak of any other highly infectious or contagious diseases, could materially
 and adversely impact or cause disruption to our tenants and their operations, and in turn our performance, financial condition, results
 of operations and cash flows.

 Risks
Related to Our Investments Strategy

 Certain
 properties in our portfolio could be considered special purpose use assets which may impact market value and the ability to lease
 to generate income.

 Our
 investments in greenhouse properties may be difficult to sell or re-lease.

 Our
 focus on non-traditional real estate asset classes will subject us to more risks than if we were broadly diversified to include other
 assets classes.

 energy resources are complex, and our investments in them rely on long-term projections.

 assets may be subject to the risk of fluctuations in commodity prices and supply.

 investments are subject to obsolescence risks.

 energy investments may be adversely affected by variations in weather patterns.

 Investments
 in renewable energy may be dependent on equipment or manufacturers that have limited operating histories or financial or other challenges.

 Risks
Related to our Securities

 There
 is a 9.9% limit on the amount of our equity securities that any one person or entity may own.

 We
 cannot assure that our securities will remain listed on the NYSE American.

 Low
 trading volumes in our listed securities may adversely affect holders' ability to resell their securities.

 Our
 stock price has fluctuated in the past and has recently been volatile.

 Our
 ability to issue Preferred Stock could adversely affect the rights of existing security holders.

 The
 issuance of additional equity securities may dilute existing equity holders.

 Our
 Preferred Stock is subject to interest rate risk.

 Inflation
 may negatively affect the value of our equity securities.

 Our
 Series A Preferred Stock has not been rated and is junior to our existing and future debt.

 Holders
 of Series A Preferred Stock have limited voting rights.

 on our Series A Preferred Stock can be suspended and not paid on a current basis.

 The
 change of control conversion, delisting conversion and redemption features of our Series A Preferred Stock may make it more difficult
 for a party to take over our trust.

 We
 may issue additional Series A Preferred Stock at a discount to liquidation value.

 Ownership
 limitations may restrict change in control or business combination opportunities in which our stockholders might receive a premium
 for their shares.

 Risks
Related to Regulation

 The
 U.S. federal government's approach towards cannabis laws may be subject to change.

 We
 cannot predict the impact that future regulations may have on us.

 Our
 properties may be subject to environmental regulations.

 We
 may be subject to regulation that impacts our real estate properties.

 We
 may be subject to anti-money laundering laws and regulations in the United States.

 Litigation,
 complaints, enforcement actions and governmental inquiries could have a material adverse effect on our business, financial condition
 and results of operations.

 State
 and local regulation of cannabis may negatively impact our properties and the viability of tenant operations related thereto.

 We
 and our cannabis tenant may have difficulty accessing the service of banks.

 PART
I

 Item
1. Business.

 General

 Power
REIT (the "Registrant" or the "Trust", and together with its consolidated subsidiaries, "we", "us",
or "Power REIT", unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment
trust (a "REIT") that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled
Environment Agriculture ("CEA") in the United States.

 The
Trust is structured as a holding company and owns its assets through twenty-four direct and indirect wholly-owned, special purpose subsidiaries
that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 2023, the
Trust's assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary
Pittsburgh & West Virginia Railroad ("P&WV"), approximately 501 acres of fee simple land leased to a number of utility
scale solar power generating projects with an aggregate generating capacity of approximately 88 Megawatts ("MW") and approximately
256 acres of land with approximately 2,163,000 square feet of existing or under construction CEA properties in the form of greenhouses.

 In
2019, we expanded the focus of our real estate activities to include CEA properties in the form of greenhouses in the United States.
CEA is an innovative method of growing plants that involves creating optimized growing environments for a given crop indoors. Power REIT
is focused on CEA in the form of greenhouses which use approximately 70% less energy than indoor growing, 95% less water usage than outdoor
growing, and does not have any agricultural runoff of fertilizers or pesticides. We believe greenhouse cultivation represents a sustainable
solution from both a business and environmental perspective. Certain of our greenhouse properties are operated for the cultivation of
cannabis by state-licensed operators. During 2022 we acquired a greenhouse focused on the cultivation of tomatoes. Unfortunately, the
market for tomatoes compressed and the tenant was unable to meet its financial obligations and has vacated the property. We typically
enter into long-term "triple net" leases where our tenants are responsible for all costs related to the property, including
insurance, taxes and maintenance.

 Corporate
Structure

 Power
REIT was formed as part of a reorganization and reverse triangular merger of P&WV that closed on December 2, 2011. P&WV survived
the reorganization as a wholly-owned subsidiary of the Registrant. Currently, the Trust is structured as a holding company and owns its
assets through twenty-four wholly-owned, special purpose subsidiaries that have been formed in order to hold real estate assets, obtain
financing and generate lease revenue.

 Properties

 As
of December 31, 2023, the Trust's assets consisted of a total of approximately 112 miles of railroad infrastructure plus branch
lines and related real estate, approximately 501 acres of fee simple land leased to two utility scale solar power generating projects
with an aggregate generating capacity of approximately 88 Megawatts ("MW"), and approximately 256 acres of land with approximately
2,163,000 square feet of existing or under construction greenhouse/processing space.

 Below
is a chart that summarizes our properties as of December 31, 2023:

 Property Type/Name

 Acres

 Size 1

 Gross Book Value 3

 Railroad Property

 P&WV - Norfolk Southern

 112 miles

 $
 9,150,000

 Solar Farm Land

 Massachusetts

 PWSS 7,9

 5.7

 1,005,538

 California

 PWRS

 82.0

 9,183,548

 Solar Total

 87.7

 $
 10,189,086

 Greenhouse - Cannabis

 Ordway, Colorado

 Maverick 1 4,6,7

 5.20

 16,416

 1,594,582

 Tamarack 18 4,6

 2.11

 12,996

 1,075,000

 Maverick 14 4,6,7

 5.54

 26,940

 1,908,400

 Sherman 6 - Green Street/Chronic 5,6,7,9

 5.00

 26,416

 1,995,101

 Tamarack 7 4,6

 4.32

 18,000

 1,364,585

 Tamarack 7 (MIP) 5

 636,351

 Tamarack 19 4,6

 2.11

 18,528

 1,311,116

 Tamarack 8 - Apotheke 5,6

 4.31

 21,548

 2,061,542

 Tamarack 14 4,6,7,9

 2.09

 24,360

 2,252,187

 Tamarack 13 4,6,7

 2.37

 9,384

 1,031,712

 Tamarack 3 4,6

 2.20

 24,512

 2,080,414

 Tamarack 27 and 28 4,6

 4.00

 38,440

 1,872,340

 Sherman 21 and 22 2,4,6

 10.00

 24,880

 1,782,136

 Maverick 5 - Jacksons Farms 5,6

 5.20

 15,000

 1,358,634

 Tamarack 4 and 5 4,6,7

 4.41

 27,988

 2,239,870

 Walsenburg, Colorado 4,6,7

 35.00

 102,800

 4,219,170

 Desert Hot Springs, California 6,7

 0.85

 37,000

 7,685,000

 Vinita, Oklahoma 4,6,7

 9.35

 40,000

 2,593,313

 Marengo Township, Michigan 4

 61.14

 556,146

 24,171,151

 Greenhouse - Food Crop

 O'Neill, Nebraska 4

 90.88

 1,121,153

 9,350,000

 Greenhouse Total

 256.08

 2,162,507

 $
 72,582,605

 Total Portfolio (Real Estate Owned)

 $
 91,921,691

 Mortgage Loan 8

 $
 850,000

 20,673,182

 Depreciation and Amortization

 6,739,995

 Net Book Value Net of Impairment, Depreciation and Amortization

 $
 65,358,514

 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet

 Building structure construction incomplete

 Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements
 costs

 4 Property
 is vacant

 5 Tenant
 is not current on rent/in default

 6 An
 impairment has been taken against this asset

 7 Asset
 held for sale

 8 Loan
 secured by a second mortgage related to property in Maine sold on November 1, 2023

 9 Property
 sold after December 31, 2023 - see Note 13 Subsequent Events

 Power
REIT's Business

 We
are primarily engaged in the ownership, leasing, acquisition, development, and disposition of special purpose real estate assets. Our
typical approach is to lease the properties on a long-term "triple net" basis whereby the tenant pays all property related
costs including real estate taxes, insurance, and other operating costs including the maintenance of the property.

 2022
and 2023 Acquisitions and Sale Transactions

 On
March 31, 2022, we completed our first acquisition with the focus on the cultivation of food crops, through a newly formed wholly owned
subsidiary, PW MillPro NE LLC, ("PW MillPro"), and acquired a 1,121,513 square foot greenhouse cultivation facility (the
"MillPro Facility") on an approximately 86-acre property and a separate approximately 4.88-acre property with a 21-room employee
housing building (the "Housing Facility") for $9,350,000 and closing costs of approximately $91,000 located in O'Neill,
Nebraska (collectively the "Property"). On April 1, 2022, we announced that we entered into a 10-year triple-net lease with
a wholly owned subsidiary of Millennium Sustainable Ventures Corp. (ticker: MILC) related to the MillPro Facility. The MillPro Facility
is configured for the cultivation of tomatoes and during 2022 grew a preliminary crop. Unfortunately, the market for tomatoes compressed
and the tenant was unable to meet its financial obligations and vacated the property. We are actively exploring alternatives to secure
a new tenant to put the facility back into operation and the potential to sell the MillPro Facility. In February of 2024, our subsidiary
entered into a 20-year triple-net lease with an initial rent of $1 million per year after a 6-month deferred rent period along with a
Letter of Intent to purchase the property for $9.2 million with a deadline of December 31, 2024. There can be no assurance that the tenant
will perform on either the Lease or Purchase.

 On
January 6, 2023, one of our wholly owned subsidiaries sold its interest in five ground leases related to utility scale solar farms located
in Tulare County, California for gross proceeds of $2.5 million. The properties were acquired by our subsidiary in 2013 for $1,550,000.

 On
November 1, 2023, a wholly owned subsidiary of Power REIT ("PW SD") sold its interest in a cannabis related greenhouse cultivation
facility located in Maine to an affiliate of its tenant. PW SD had entered into a Purchase and Sale Agreement related to this property
that was renegotiated as part of proceeding toward closing. The total consideration was $4,787,000, of which $3,400,000 was paid in cash,
$537,000 was paid in the form of the release of the security deposit held by PW SD and seller financing in the form of an $850,000 note
with an 8.5% interest rate that will accrue until maturity on October 30, 2025. The note is secured by a second mortgage on the property
and certain corporate and personal guarantees.

 The
sale of the Tulare solar ground leases and the PW SD cannabis related greenhouse cultivation facility are part of a strategic review
as we continue to evaluate alternatives to enhance liquidity and improve our opportunities.

 Business
Strategy

 Our
primary objective is to maximize the long-term value of the Trust for our shareholders. To that end, our business goals are to obtain
the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds
available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties.

 To
achieve this primary goal, we have developed a business strategy focused on increasing the values of our properties, and ultimately of
the Trust, which includes:

Raising capital by monetizing the embedded value in our portfolio to enhance our liquidity position and, as appropriate reducing debt
levels to strengthen our balance sheet;

Selling off non-core properties and underperforming assets;

Seeking to re-lease properties that are vacant or have non-performing tenants;

Raising the overall level of quality of our portfolio and of individual properties in our portfolio;

Improving the operating results of our properties; and

 Taking steps to position the Company for future growth opportunities.

 Improving
Our Balance Sheet by Reducing Debt and Leverage; Improving Liquidity

 Leverage

 We
continue to seek ways to reduce our leverage by improving our operating performance and through a variety of other means available to
us. These means might include leasing vacant properties, selling properties, raising capital or through other actions.

 Liquidity

 As
of December 31, 2023, the Trust had approximately $4.1 million of cash and approximately $15.5 million of current loan liabilities.
The current loan liabilities include approximately $14.4 million of a bank loan secured by the majority of the greenhouse portfolio
(the "Greenhouse Loan") and which is non-recourse to the Trust as well as approximately $456,000 of debt secured by a
property (Salisbury, MA) that was sold in early 2024 and the loan was paid off.

 Of
the total amount of cash, approximately $2.2 million is non-restricted cash available for general corporate purposes and $1.9 million
is restricted cash related to the Greenhouse Loan.

 For
the year ended December 31, 2023, the Trust determined that there was substantial doubt as to its ability to continue as a going concern
as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue and increased property
expenses related to the greenhouse portfolio.

 In
early 2024, the Trust sold three properties which should help with liquidity. The net proceeds from the sale of the Salisbury, MA
property was approximately $662,000 of unrestricted cash and the approximately $456,000 loan was retired at closing and is
eliminated from current liabilities. The other sale produced approximately $53,000 of restricted cash and should generate cash flow
from the seller financing provided that should help with liquidity to service the Greenhouse Loan.

 The
Greenhouse Loan is in default and we continue to try to work with the lender to establish a path forward. However, the Greenhouse
Loan is non-recourse to Power REIT which means that in the event it cannot resolve issues with the lender and they foreclose on the
properties, Power REIT should be able to continue as a going concern albeit with a smaller portfolio of assets. In March 2024, the
lender filed a litigation seeking among other things, foreclosure and appointment of a receiver (See Note 13 Subsequent Events).
Unfortunately, this may lead to distressed sales, which would have a negative impact on our prospects.

 As
of the filing date, The Trust's current liabilities far exceed current assets. If the Trust's plan to focus on selling
properties, entering into new leases, improving cash collections from existing tenants and raising capital in
the form of debt or equity is effectively implemented, the Trust's plan could potentially provide enough liquidity. However, the Trust cannot predict,
with certainty, the outcome of its actions to generate liquidity.

 Capital
Recycling

 In
the later part of 2022, we commenced property reviews to establish a plan for the portfolio and, if appropriate, will seek to dispose
of properties that we do not believe meet financial and strategic criteria given economic, market and other circumstances. Disposing
of these properties can enable us to redeploy or recycle our capital to other uses, such as to repay debt, to reinvest in other real
estate assets and development and redevelopment projects, and for other corporate purposes. Along these lines, in 2023 we completed sales
of assets for total gross proceeds of approximately $7.3 million. We also have several properties that we are marketing for sale and/or
lease which have been classified as "Assets Held for Sale."

 Improving
Our Portfolio

 We
are currently seeking to refine our property holdings by selling properties and/or re-leasing them in an effort to improve the overall
performance going forward.

 Taking
Steps to Position the Company for Future Growth Opportunities

 We
are taking steps designed to position the Trust to create shareholder value. In connection therewith, we have implemented processes designed
to ensure strong internal discipline in the use, harvesting and recycling of our capital, and these processes will be applied in connection
with seeking to reposition properties.

 We
may continue to seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are
better than or equal to our existing portfolio averages, and that we believe have potential to generate cash flow and/or appreciation
in value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions
that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we
are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or
companies with the Trust.

 Financial
Results for the years ended December 31, 2023 and 2022

 Year Ended December 31,

 2023

 2022

 $
 2,357,695

 $
 8,517,720

 Net Income (Loss) Attributable to Common Shareholders (before impairment)

 $
 (6,783,206
)

 $
 1,832,730

 Net Income (Loss) per Common Share (basic) (before impairment)

 (2.00
)

 0.54

 Net Loss Attributable to Common Shareholders (after impairment)

 $
 (15,018,342
)

 $
 (14,906,310
)

 Net Loss per Common Share (basic) (after impairment)

 (4.43
)

 (4.41
)

 Core FFO Available to Common Shareholders

 $
 (4,173,118
)

 $
 4,449,917

 Core FFO per Common Share

 (1.23
)

 1.32

 Growth
and Investment Strategies – Controlled Environment Agriculture (CEA)

 In
2019, we expanded the focus of our real estate acquisitions to include CEA properties in the United States. CEA is an innovative method
of growing plants that involves creating optimized growing environments for a given crop indoors. Power REIT is focused on CEA in the
form of a greenhouse which uses dramatically less energy than indoor growing, 95% less water usage than outdoor growing, and does not
have any agricultural runoff of fertilizers or pesticides. We believe greenhouse cultivation represents a sustainable solution from both
a business and environmental perspective. Certain of our greenhouse properties are operated for the cultivation of cannabis by state-licensed
operators. Unfortunately, the market for cannabis compressed dramatically during 2022 and 2023 which has had a dramatic negative effect
on this portfolio. During 2022 we acquired a greenhouse focused on the cultivation of tomatoes. Unfortunately, the market for tomatoes
compressed and the tenant was unable to meet its financial obligations and has vacated the property.

 Regulated
Cannabis Industry - Market Opportunity

 Cannabis
Overview

 We
believe that a convergence of changing public attitudes and increased legalization momentum in various states toward regulated cannabis,
and medical-use cannabis in particular, has generated interest investment in regulated cannabis related opportunities. The cannabis industry
is still emerging and has suffered significant business fluctuations over the past couple of year.

 In
the United States, the development and growth of the regulated cannabis industry has generally been driven by state law and regulation.
Accordingly, market conditions vary on a state-by-state basis. State laws that legalize and regulate medical-use cannabis allow patients
to consume cannabis for medicinal reasons with a designated healthcare provider's recommendation, subject to various requirements
and limitations. States have authorized numerous medical conditions as qualifying conditions for treatment with medical-use cannabis,
which vary significantly from state to state and may include, among others, treatment for cancer, glaucoma, HIV/AIDs, wasting syndrome,
pain, nausea, seizures, muscle spasms, multiple sclerosis, post-traumatic stress disorder (PTSD), migraines, arthritis, Parkinson's
disease, Alzheimer's, lupus, residual limb pain, spinal cord injuries, inflammatory bowel disease and terminal illness. As of December
31, 2023, 40 states, the District of Columbia, and four of five U.S. territories have passed laws allowing their citizens to use medical
cannabis.

 Cannabis
Industry Growth and Trends

 The
cannabis industry over the past several years has experienced dramatic growth. As the cannabis industry continues to evolve and mature,
innovative products are being developed for consumers. In addition to smoking and vaporizing of dried leaves, cannabis can be incorporated
into a variety of edibles, vaporizers, spray products, transdermal patches and topicals. These additional form factors are driving a
significant portion of the growth.

 Shifting
Public Attitudes and State Law

 The
changing public attitudes surrounding cannabis has been a catalyst for the growth of the United State regulated cannabis industry. According
to a 2021 poll conducted by Pew Research Center, 91% of U.S. adults say that marijuana should be legal, while only 9% say that it should
not. Additionally, regardless of political affiliation, the majority of participants indicate they are in favor of legalization.

 As
legalization is currently on a state-by-state basis, expansion of the cannabis industry is impacted by the regulatory processes of each
state. States may restrict the number of cannabis licenses (cultivation, distribution, rental processing) permitted; impose significant
taxes on cannabis products; and even limit the medical conditions that are eligible for cannabis treatment. As such, it is difficult
to predict economic potential and trajectory of new markets. Accordingly, it is important to evaluate each State regulatory structure
as part of evaluating investment opportunities.

 Cannabis
Industry Access to Capital

 Currently,
the illegal status of cannabis under federal law limits the ability of industry participants to fully access the U.S. banking system,
public capital markets and other traditional sources of financing. The banking industry's reluctance to finance cannabis operations
may provide opportunities to deploy capital at attractive risk adjusted terms through the ownership of the real estate.

 Investment
Opportunity

 Within
the broader cannabis related investment opportunity, our investment thesis was that the ownership of real estate has the potential to
provide an attractive risk adjusted investment area of focus. Given the regulatory hurdles including the impact on access to traditional
forms of capital, a potential opportunity exists to generate higher investment yields than traditional real estate asset classes.

 Our
investment thesis has focused on CEA cultivation assets in the form of greenhouses that should provide a competitive advantage within
the industry. Currently, most of the cannabis cultivation, nationally, occurs in industrial, warehouse-style facilities. This cultivation
method is resource and energy intensive compared to greenhouse cultivation which should use dramatically less energy when compared to
industrial facilities. As the cannabis industry continues to expand and prices compress, we believe that industrial, warehouse-style
cultivation of cannabis may not be economically competitive. We believe that ultimately, greenhouse cultivation facilities should have
the potential to become high-quality, low-cost producers of cannabis in their respective states.

2022 and 2023, the cannabis industry faced significant headwinds that had a dramatic impact on cultivation focused companies such as
our tenants. The wholesale prices in most markets compressed dramatically and in many cases were below the cost of cultivation and many
cultivation companies have shut down. Due to the significant price compression in the wholesale cannabis market, all of our cannabis
related tenants are experiencing significant financial challenges. The Trust has attempted to work with cannabis tenants by offering
relief in the form of amending leases whereby monthly cash payments are restructured to reduced amounts. Unfortunately, this has not
been enough to solve the issues and many of the cannabis tenants have shut down or continue to try to operate but have limited ability
to pay rent at this time.

 Food
Cultivation Market Opportunity

 There
is a growing trend towards cultivation of certain crops in CEA greenhouse cultivation facilities. Climate change is accelerating the
depletion of water and traditional agricultural land resources and adapting to these intensifying trends is critical to achieve food
security. Simultaneously, demand for locally grown, fresh produce is increasing. Many traditional agricultural areas of the U.S. are
experiencing drought and CEA's lower water demand combined with increased potential yields represent an important part of the solution.
Greenhouse technology is an economically and environmentally sustainable solution for these secular issues.

 Relative
to outdoor (field) production, greenhouse production is more predictable and consistent and produces a crop that is more uniform in appearance
and quality. CEA allows for an average of 20x higher yield compared to outdoor cultivation, using 90% less water with no fertilizer runoff.
Additionally, the specialized improvements needed for food crop production create higher asset value than farmland.

2022, we completed our first acquisition with the focus on the cultivation of food crops which is an approximately 1.1 million square
foot greenhouse cultivation facility located in O'Neill, Nebraska. The greenhouse is configured for the cultivation of tomatoes
and during 2022 grew a preliminary crop. Unfortunately, the market for tomatoes compressed and the tenant was unable to meet its financial
obligations and has vacated the property. We have been actively exploring alternatives to secure a new tenant to put the facility back
into operation and the potential to sell the Mill Pro Facility. In February of 2024, our subsidiary entered into a 20-year triple-net
lease with an initial rent of $1 million per year after a 6-month deferred rent period along with a Letter of Intent to purchase the
property for $9.2 million with a deadline of December 31, 2024. There can be no assurance that the tenant will perform on either the
Lease or Purchase.

 Competition

 The
current market for properties that meet our investment objectives is limited. We are also in a capital constrained position with a high
relative cost of capital. In particular, larger companies may enjoy significant competitive advantages that result from, among other
things, a lower cost of capital and enhanced operating efficiencies.

 We
face significant competition from a diverse mix of market participants, including but not limited to, other companies with similar business
models, independent investors, hedge funds and other real estate investors, hard money lenders, cannabis and greenhouse operators themselves,
all of whom may compete with us. In particular, we face competition from established companies in this industry, as well as local real
estate investors, particularly for smaller retail assets.

 Government
Regulation

 Real
Estate Industry Regulation

 Generally,
the ownership and operation of real properties are subject to various laws, ordinances and regulations, including regulations relating
to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures. These laws, ordinances or regulations,
such as the Comprehensive Environmental Response and Compensation Liability Act and its state analogs, or any changes to any such laws,
ordinances or regulations, could result in or increase the potential liability for environmental conditions or circumstances existing,
or created by tenants or others, on our properties. Laws related to upkeep, safety and taxation requirements may result in significant
unanticipated expenditures, loss of our properties or other impairments to operations, any of which would adversely affect our cash flows
from operating activities.

 Agricultural
Regulation

 The
greenhouse properties that we own are subject to the laws, ordinances and regulations of state, local and federal governments, including
laws, ordinances and regulations involving land use and usage, water rights, treatment methods, disturbance, the environment, and eminent
domain.

 Each
governmental jurisdiction has its own distinct laws, ordinances and regulations governing the use of agricultural lands and water. Many
such laws, ordinances and regulations seek to regulate water usage and water runoff because water can be in limited supply, as is the
case in certain locations where our properties are located. In addition, runoff from rain or from irrigation is governed by laws, ordinances
and regulations from state, local and federal governments. Additionally, if any of the water used on or running off from our properties
flows to any rivers, streams, ponds, the ocean or other waters, there may be specific laws, ordinances and regulations governing the
amount of pollutants, including sediments, nutrients and pesticides, that such water may contain.

 We
believe that our existing properties have, and other properties that we acquire in the future will have, sources of water, including
wells and/or surface water that provide sufficient amounts of water necessary for the current operations at each location. However, should
the need arise for additional water from wells and/or surface water sources, we may be required to obtain additional permits or approvals
or to make other required notices prior to developing or using such water sources. Permits for drilling water wells or withdrawing surface
water may be required by federal, state and local governmental entities pursuant to laws, ordinances, regulations or other requirements,
and such permits may be difficult to obtain due to drought, the limited supply of available water within the districts of the states
in which our properties are located or other reasons.

 In
addition to the regulation of water usage and water runoff, state, local and federal governments also seek to regulate the type, quantity
and method of use of chemicals and materials for growing crops, including fertilizers, pesticides and nutrient rich materials. Such regulations
could include restricting or preventing the use of such chemicals and materials near residential housing or near water sources. Further,
some regulations have strictly forbidden or significantly limited the use of certain chemicals and materials. Licenses, permits and approvals
must be obtained from governmental authorities requiring such licenses, permits and approvals before chemicals and materials can be used
at grow facilities. Reports on the usage of such chemicals and materials must be submitted pursuant to applicable laws, ordinances, and
regulations and the terms of the specific licenses, permits and approvals. Failure to comply with laws, ordinances and regulations, to
obtain required licenses, permits and approvals or to comply with the terms of such licenses, permits and approvals could result in fines,
penalties and/or imprisonment.

 Because
properties we own may be used for growing medical-use and adult-use cannabis, there may be other additional land use and zoning regulations
at the state or local level that affect our properties that may not apply to other types of agricultural uses. For example, certain states
in which our properties are located require stringent security systems in place at grow facilities and require stringent procedures for
disposal of waste materials.

 As
an owner of cultivation facilities, we may be liable or responsible for the actions or inactions of our tenants with respect to these
laws, regulations and ordinances.

 Environmental
Regulation

 Our
properties and the operations thereon are subject to federal, state and local environmental laws, ordinances and regulations, including
laws relating to water, air, solid wastes and hazardous substances. Our properties and the operations thereon are also subject to federal,
state and local laws, ordinances, regulations and requirements related to the federal Occupational Safety and Health Act, as well as
comparable state statutes relating to the health and safety of our employees and others working on our properties. Although we believe
that we and our tenants are in material compliance with these requirements, there can be no assurance that we will not incur significant
costs, civil and criminal penalties and liabilities, including those relating to claims for damages to persons, property or the environment
resulting from operations at our properties. Furthermore, many of our properties have been repurposed for regulated cannabis operations,
and historically were utilized for other purposes, including heavy industrial uses, which expose us to additional risks associated with
historical releases of substances at the properties.

 Management
and Trustees - Human Capital

 Mr.
David H. Lesser serves as a member and Chairman of our Board of Trustees. He also serves as our Chief Executive Officer, Chief Financial
Officer, Secretary and Treasurer. Mr. Lesser has over 35 years of experience in real estate investment and finance. His expertise informs
our process in all aspects of our business including acquisitions, project management, development, and finance. Mr. Lesser's significant
ownership stake in Power REIT provides strong alignment and incentives to focus on creation of shareholder value. Susan Hollander serves
our Chief Accounting Officer with responsibility for all strategic accounting, compliance and financial reporting functions. Accordingly,
Power REIT currently has two officers who are responsible for overseeing our activities. Neither Mr. Lesser, nor Ms. Hollander are full
time employees. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital
to operate its business.

 We
believe that our success depends on our ability to retain our key personnel, primarily David Lesser, our Chairman and Chief Executive
Officer, Chief Financial Officer, Secretary and Treasurer.

 The
Trust currently has a Board of Trustees that has three Independent Trustees in addition to Mr. Lesser. Power REIT does not have a staggered
board; accordingly, the current policy is that each Trustee serves for one-year terms.

 Employee
health and safety in the workplace is one of our core values. The COVID-19 pandemic has underscored for us the importance of keeping
our employees safe and healthy. In response to the pandemic, we have taken actions aligned with the World Health Organization and the
Centers for Disease Control and Prevention in an effort to protect our workforce so they can more safely and effectively perform their
work.

 ESG
the "Triple Bottom Line"

 With
a focus on the "Triple Bottom Line" and a commitment to Profit, Planet and People, Power REIT is committed to best-in-class
focus on Environment, Social and Governance ("ESG") factors.

 Environmental

 Our
asset base is environmentally friendly. We currently own a railroad ground lease which is an environmentally friendly form of transportation.
We also own ground leases for utility scale solar farms. Our recent focus on CEA greenhouse properties consumes dramatically less energy
than indoor growing, 95% less water, and do not generate the agricultural runoff associated with traditional fertilizers or pesticides.
Power REIT does not currently anticipate any material costs related to its portfolio for compliance with environmental laws.

 Social

 Our
CEA tenant/operator roster is engaged with their local communities. Several of our CEA facilities will produce cannabis which is considered
an alternative medical solution for a variety of ailments including, but not limited to, multiple sclerosis, PTSD, arthritis, and seizures.
To date, the FDA has not approved a marketing application for cannabis for the treatment of any disease or condition.

 Governance

 We
are an internally managed REIT with a Board comprised of three independent Trustees and one insider Trustee. Each Trustee serves a one-year
term and as such, we do not have a staggered board. In addition, we do not have any other management protection structures such as "poison
pills" or "golden parachutes." Power REIT management has strong alignment with shareholders through significant insider
ownership. We believe that our corporate governance is a strong component of our ESG profile.

 As
our ESG story and portfolio expand, our investor engagement efforts will continue to build alongside, driving our commitment to the planet,
its people, and generating returns for our shareholders.

Concentration

 Historically,
the Trust's revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the twelve
months ended December 31, 2023, Power REIT collected approximately 84% of its consolidated revenue from two properties. The tenants are
Norfolk Southern Railway and Regulus Solar LLC which represent 45% and 39% of consolidated revenue respectively.

the year ended December 31, 2023, the Trust accrued quarterly cash dividends of approximately $653,000 ($0.484375 per share per quarter)
to holders of Power REIT's 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock.

 Distributions
declared by us will be authorized by our Board of Trustees in its sole discretion out of funds legally available therefor and will be
dependent upon a number of factors, including the capital requirements for our business plans and meeting the distribution requirements
necessary to maintain our qualification as a REIT. We cannot assure that our intended distributions will be made or sustained or that
our Board of Trustees will not change our distribution policy in the future. Under some circumstances, we may be required to fund distributions
from working capital, liquidate assets at prices or times that we regard as unfavorable or borrow to provide funds for distributions,
or we may make distributions in the form of a taxable stock dividend.

 Tax
Status as a REIT

 We
have elected to be treated for tax purposes as a REIT, which means that we are exempt from U.S. federal income tax if a sufficient portion
of our annual income is distributed to our shareholders, and if certain other requirements are met. In order for us to maintain our REIT
qualification, at least 90% of our ordinary taxable annual income must be distributed to shareholders. As of December 31, 2022, our last
tax return completed to date, we currently have a net operating loss of $24.5 million, which may reduce or eliminate this requirement.

 Certain
Restrictions on Size of Holdings and Transferability

 In
order to assist us in complying with the limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue
Code of 1986, as amended (the "Code"), among other purposes, our Declaration of Trust provides that no person or entity may
own, directly or indirectly, more than 9.9% in economic value of the aggregate of the outstanding common shares of Power REIT. However,
our charter authorizes our Board of Trustees to exempt from time to time the ownership limits applicable to certain named individuals
or entities. This provision or other provisions in our Declaration of Trust or By-laws, or provisions that we may adopt in the future,
may limit the ability of our shareholders to sell their shares at a premium over then-current market prices by discouraging a third party
from seeking to obtain control of us. On April 28, 2014, our Board of Trustees granted an exemption to Hudson Bay Partners, LP, on behalf
of itself, and its affiliates, including David H. Lesser from the 9.9% ownership limit.

 Our
charter also prohibits any person from (1) beneficially or constructively owning shares of our capital stock that would result in our
being "closely held" under Section 856(h) of the Code at any time during the taxable year, (2) transferring shares of our
capital stock if such transfer would result in our stock being beneficially or constructively owned by fewer than 100 persons and (3)
beneficially or constructively owning shares of our capital stock if such ownership would cause us otherwise to fail to qualify as a
REIT.

 This
provision or other provisions in our governing documents or provisions that we may adopt in the future, may limit the ability of our
shareholders to sell their shares at a premium over then-current market prices by discouraging a third party from seeking to obtain control
of us. See "Risk Factors" and our Description of Capital Stock, included as Exhibit 4.1.

 Our
principal executive offices are located at 301 Winding Road, Old Bethpage, New York 11804, and our telephone number is (212) 750-0371.
Our website address is www.pwreit.com. Information contained in our website does not form part of this Annual Report and is intended
for informational purposes only. The Securities and Exchange Commission ("SEC") maintains an internet site that contains
reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address
of that website is www.sec.gov.

 Item
1A. Risk Factors.

 An
investment in Power REIT's securities involves significant risks. Anyone who is making an investment decision regarding Power REIT's
securities should, before making that decision, carefully consider the following risk factors, together with all of the other information
included in, or incorporated by reference into, this document. Additional risks and uncertainties not currently known to us or that we
currently deem immaterial may also have a material adverse effect on our business, operations and future performance. If any of the circumstances
contemplated in the following risk factors were to occur, Power REIT's business, financial condition, results of operations and
prospects could all be materially adversely affected. In any such case, you could lose all or part of your investment.

 Risks
Related to our Financial Position and Liquidity

 We have incurred a loss
for the year ended December 31, 2023 and may be unable to generate sufficient revenue to cover expenses or generate net income.

 For the year ended December 31, 2023, we had a net
loss attributable to common shareholders of $15.0 million. Our revenue for the year ended December 31, 2023 decreased significantly from
revenue for the year ended December 31, 2022 primarily due to a decrease in rental income. There can be no assurance that we will be able
to generate sufficient revenue to pay our expenses or generate net income.

 We
may need to raise additional capital or sell additional properties to fund our operations in order to continue as a going concern.

 As of December 31, 2023, we had
an accumulated deficit of $25.8 million and a net loss attributable to common shareholders of $15.0 million. As of December 31, 2023,
the Trust had approximately $4.1 million of cash and approximately $15.5 million of current loan liabilities. The current loan liabilities
include approximately $14.4 million of a bank loan secured by the majority of the greenhouse portfolio (the "Greenhouse Loan")
and which is non-recourse to the Trust as well as approximately $456,000 of debt secured by a property (Salisbury, MA) that was sold in
early 2024 and the loan was paid off.

 Of
the total amount of cash, approximately $2.2 million is non-restricted cash available for general corporate purposes and $1.9 million
is restricted cash related to the Greenhouse Loan.

 For
the year ended December 31, 2023, the Trust determined that there was substantial doubt as to its ability to continue as a going concern
as a result of net losses incurred, expected reduced revenue and increased property maintenance expenses related to the greenhouse portfolio.

 While
the current liabilities far exceed the current assets, if the Trust's plan to focus on selling properties, entering into new
leases, improving cash collections from existing tenants and the raising capital in the form of debt or equity is effectively
implemented, the Trust's plan could potentially provide enough liquidity to fund its operations. However, the Trust cannot
predict, with certainty, the outcome of its actions to generate liquidity, including its ability to sell properties, and the failure
to do so could negatively impact its future operations.

 In
early 2024, the Trust sold three properties which should help with liquidity. The net proceeds from the sale of the Salisbury, MA
property was approximately $662,000 of unrestricted cash and the approximately $456,000 loan was retired at closing and is
eliminated from current liabilities. The other sale produced approximately $53,000 of restricted cash and will generate cash flow
from seller financing provided that should help with liquidity to service the Greenhouse Loan.

 The
Greenhouse Loan is in default and we continue to work with the bank to establish a path forward. However, the Greenhouse Loan is non-recourse
to Power REIT which means that in the event it cannot resolve issues with the bank and they foreclose on the properties, Power REIT should
be able to continue as a going concern albeit with a significantly smaller portfolio of assets. In March 2024, the lender filed a litigation
seeking among other things, foreclosure and appointment of a receiver (See Note 13 Subsequent Events).

 If
our acquisitions or our overall business performance fail to meet expectations, we could be restricted from paying dividends to shareholders
and default on our loans, which are secured by collateral in our properties and assets.

 We
may not be able to achieve operating results that will allow us to pay dividends at a specific level or to increase the amount of these
dividends from time to time. Also, restrictions and provisions in any credit facilities we enter into or any debt securities we issue
may limit our ability to pay dividends. We cannot assure you that you will receive dividends at a particular time, or at a particular
level, or at all.

 Unfortunately,
our tenants related to the greenhouse portfolio have failed to perform on their lease obligations which has created a significant
liquidity issue related to this portfolio of assets. Power REIT entered into a Greenhouse Loan with initial availability of $20
million that is non-recourse to Power REIT and has liens against the Power REIT greenhouse portfolio of properties. The balance of
the loan as of December 31, 2023, is approximately $14,358,000 and is in default. In March 2024, the lender filed a litigation
seeking among other things, foreclosure and appointment of a receiver (See Note 13 Subsequent Events). Unfortunately, this may lead
to distressed sales which would have a negative impact on our prospects. If we should fail to generate sufficient revenue to pay our
outstanding secured debt obligations, the lenders may foreclose on the security pledged decreasing our ability to generate revenue
and our ability to pay dividends. In addition, Maryland law prohibits the payment of dividends if we are unable to pay our debts as
they come due.

 PW
Regulus Solar, LLC ("PWRS"), one of our subsidiaries, entered into the 2015 PWRS Loan Agreement (as defined below) that is
non-recourse to Power REIT and secured by all of PWRS' interest in the land and intangibles. As of December 31, 2023, the balance
of the 2015 PWRS Loan was approximately $6,957,000 (net of unamortized debt costs of approximately $235,000). PW Salisbury Solar, LLC
("PWSS"), one of our subsidiaries, borrowed $750,000 from a regional bank which loan is secured by PWSS' real estate
assets and is secured by a parent guarantee from the Trust. The balance of the PWSS term loan as of December 31, 2023 is approximately
$456,000 (net of approximately $0 of capitalized debt costs which are being amortized over the life of the financing).

 Pittsburgh
& West Virginia Railroad ("PWV"), one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000
that is non-recourse to Power REIT and secured by our equity interest in our subsidiary PWV which is pledged as collateral. The balance
of the loan as of December 31, 2023 is $14,412,000 (net of approximately $276,000 of capitalized debt costs).

 We
have substantial debt and preferred shares outstanding with substantial liquidation preference, which could adversely affect our overall
financial health and our operating flexibility.

 We
require cash flows to satisfy our debt service. These obligations may prevent us from using our cash flows for other purposes. If we
are unable to satisfy these obligations, we might default on our debt and our financial condition and results of operations would be
adversely affected.

 In
an effort to conserve liquidity and create financial flexibility, the Trust has not declared dividends on its preferred shares since
the fourth quarter of 2022. As a result, unpaid dividends are accruing and increasing the liquidation preference for our preferred shares.
As of December 31, 2023, the amount of unpaid dividends on the outstanding preferred shares is approximately $816,000.

 Our
obligations arising from our indebtedness could have other negative consequences to our shareholders, including the acceleration of debt
related to the loan secured by the greenhouse portfolio. If we fail to meet our obligations under our debt, we could lose assets due
to foreclosure or sale on unfavorable terms. Also, our indebtedness and debt service might limit our ability to refinance existing debt
or to do so at a reasonable cost, might make us more vulnerable to adverse economic and market conditions, might limit our ability to
take advantage of opportunities, and might discourage business partners from working with us.

 Furthermore,
since a significant percentage of our assets are used to secure our debt, this reduces the amount of collateral available for future
secured debt or credit support and reduces our flexibility in how we handle these secured assets. This level of debt and related security
could also limit our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution
of our business strategy or other purposes and could limit our ability to use operating cash flow in other areas of our business because
we must dedicate a substantial portion of these funds to service debt.

 In
addition to our current debt, we might incur additional debt in the future in order to finance improvement or development of properties,
acquisitions or for other general corporate purposes, which could exacerbate the risks described above. These consequences could have
a material adverse effect on our business, financial condition and results of operations.

 If
we are unable to comply with the covenants in our loan agreements, we might be adversely affected.

 The
loan secured by our CEA portfolio is currently in default and the lender has commenced litigation. There can be no assurance that the
lender will not foreclose on the properties which would have a negative impact on valuations relative to orderly sales which we have
been pursuing.

 We
currently have secured debt against properties in our portfolio, and we may incur additional debt. The percentage of leverage we employ
will vary depending on our available capital, our ability to obtain and access financing arrangements with lenders, debt restrictions
contained in financing arrangements. We may significantly increase the amount of leverage we utilize at any time which could materially
and adversely affect us, including the risk that:

 our
 cash flow from operations may be insufficient to make required payments of principal and interest on the debt or we may fail to comply
 with all of the other covenants contained in the debt, which is likely to result in (i) acceleration of such debt that we may be
 unable to repay from internal funds or to refinance on favorable terms, or at all, and/or (ii) the loss of some or all of our assets
 to foreclosure or sale;

 we
 may be unable to borrow additional funds as needed or on favorable terms, or at all;

 to
 the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest
 expense;

 our
 debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase
 with higher financing costs;

 we
 may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds
 available for operations, future business opportunities, shareholder distributions, including distributions currently contemplated
 or necessary to satisfy the requirements for REIT qualification or other purposes; and

 we
 may be unable to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all. There
 can be no assurance that a leveraging strategy will be successful.

 If
any one of these events were to occur, our business (including our financial performance and condition) and our ability to make distributions
to our stockholders could be materially and adversely affected.

 Secured
indebtedness exposes us to the possibility of foreclosure, which could result in the loss of our investment in certain of our subsidiaries
or in a property or group of properties or other assets subject to indebtedness.

 We
have granted lenders security interests in certain of our assets. Incurring secured indebtedness, including mortgage indebtedness, increases
our risk of asset and property losses because defaults on indebtedness secured by our assets, may result in foreclosure actions initiated
by lenders and ultimately our loss of the property or other assets securing any loans for which we are in default. Any foreclosure on
a mortgaged property or group of properties could have a material adverse effect on the overall value of our portfolio of properties
and more generally on our business.

 Risks
Related to our Operations

in general economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond
our control may adversely impact our business and operating results.

 Our
operations and performance depend on global, regional and U.S. economic and geopolitical conditions. General worldwide economic conditions
have experienced significant instability in recent years including the recent global economic uncertainty and financial market conditions.

 The
uncertain financial markets, disruptions in supply chains, mobility restraints, and changing priorities as well as volatile asset values
could impact our business in the future.

 Further
increasing inflation has raised operating costs for many businesses and, in the future, could impact demand or pricing manufacturing
of our drug candidates or services providers, foreign exchange rates or employee wages. Inflation rates, particularly in the United States,
have increased recently to levels not seen in years, and increased inflation may result in increases in our operating costs (including
our labor costs), reduced liquidity and limits on our ability to access credit or otherwise raise capital. In addition, the Federal Reserve
has raised, and may again raise, interest rates in response to concerns about inflation, which coupled with reduced government spending
and volatility in financial markets may have the effect of further increasing economic uncertainty and heightening these risks.

 Actual
events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions
or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events
of these kinds, have in the past and may in the future lead to market-wide liquidity problems.

 We
are actively monitoring the effects these disruptions and increasing inflation could have on our operations.

 These
conditions make it extremely difficult for us to accurately forecast and plan future business activities.

 In
addition, the outbreak of a pandemic could disrupt our operations and could have material and adverse effects on our tenants and their
operations, and in turn on our performance, financial condition, results of operations and cash flows due to, among other factors:

 a
 complete or partial closure of, or other operational issues at, one or more of our properties resulting from government or tenant
 actions;

 the
 temporary inability of consumers and patients to purchase our tenant's cannabis products due to a number of factors, including
 but limited to illness, dispensary closures or limitations on operations (including but not limited to shortened operating hours,
 social distancing requirements and mandated "curbside only" pickup), quarantine, financial hardship, and "stay
 at home" orders, could severely impact our tenants' businesses, financial condition and liquidity and may cause one or
 more of our tenants to be unable to meet their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;

 difficulty
 accessing equity and debt capital on attractive terms, or at all, and a severe disruption and instability in the global financial
 markets

 Difficulty
 obtaining capital necessary to fund business operations and our tenants' ability to fund their business operations and meet
 their obligations to us;

 because
 of the federal regulatory uncertainty relating to the regulated cannabis industry, our tenants may not be eligible for financial
 relief

 delays
 in construction at our properties may adversely impact our tenants' ability to commence operations and generate revenues from
 projects, including

 construction
 moratoriums by local, state or federal government authorities;

 delays
 by applicable governmental authorities in providing the necessary authorizations to continue construction or commence operations;

 reductions
 in construction team sizes to effectuate social distancing and other requirements;

 infection
 by one or more members of a construction team necessitating a partial or full shutdown of construction; and

 manufacturing
 and supply chain disruptions for materials sourced from other geographies which may be experiencing shutdowns and shipping delays.

 a
 general decline in business activity in the regulated cannabis industry would adversely affect our ability to grow our portfolio
 of regulated

 the
 potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, would result
 in a deterioration in our ability

 We
have a limited operating history and operate in an industry in its very early stages of development.

 In
July 2019, we announced our new investment focus of CEA and our first greenhouse property acquisition. As our greenhouse portfolio has
expanded, we continue to be subject to many of the business risks and uncertainties associated with any new business enterprise. Furthermore,
our tenants and properties are concentrated in the regulated cannabis industry, an industry in its very early stages of development with
significant uncertainties, and we cannot predict how tenant demand and competition for these properties will change over time. We cannot
assure you that we will be able to operate our business successfully or profitably or find additional suitable investments. There can
be no assurance that we will be able to continue to generate sufficient revenue from operations to pay our operating expenses and make
distributions to stockholders. The results of our operations and the execution on our business plan depend on the availability of additional
opportunities for investment, the performance of our existing properties and tenants, the evolution of tenant demand for regulated cannabis
facilities, competition, the evolution of alternative capital sources for potential tenants, the availability of adequate equity and
debt financing, the federal and state regulatory environment relating to the regulated cannabis industry, and conditions in the financial
markets and economic conditions.

 Our
tenants have limited operating histories and may be more susceptible to payment and other lease defaults, which could materially and
adversely affect our business

 Single
tenants currently occupy our properties, and we expect that our properties will continue to be operated by single tenants. Therefore,
the success of our investments will be dependent on the financial stability of these tenants. We rely on our management team to perform
due diligence investigations of our potential tenants, related guarantors and their properties, operations and prospects, of which there
is often very little public operating and financial information. We may not learn all of the material information we need to know regarding
these businesses through our investigations, and these businesses are subject to numerous risks and uncertainties, including but not
limited to regulatory risks and the rapidly evolving market dynamics of each state's regulated cannabis market. As a result, it
is possible that we could enter into leases with tenants that ultimately are unable to pay rent to us, which could adversely impact our
business.

 In
addition, in general, our tenants are more vulnerable to adverse conditions resulting from federal and state regulations affecting their
businesses or industries or other changes in the marketplace for their products and have limited access to traditional forms of financing.
The success of our tenants will heavily depend on the growth and development of the state markets in which the tenants operate, many
of which have a very limited history or are still in the stages of establishing the regulatory framework.

 Any
lease payment defaults by a tenant could adversely affect our cash flows and cause us to reduce the amount of distributions to stockholders.
In the event of a default by a tenant, we may also experience delays in enforcing our rights as landlord and may incur substantial costs
in protecting our investment and re-leasing our property as cannabis operators are generally subject to extensive state licensing requirements.

 Our
tenants may be unable to renew or maintain their licenses and authorizations for their cannabis operations, which may result in such
tenants not being able to operate their businesses and defaulting on their lease payments.

 We
rely on our tenants to renew or otherwise maintain the required state and local cannabis licenses and other authorizations on a continuous
basis. If one or more of our tenants are unable to remain compliant, such tenants may default on their lease payments and may also subject
us, as the owner of such properties, to potential penalties, fines or other liabilities.

 Our
business activities, and the business activities of our cannabis tenants, while believed to be compliant with applicable U.S. state and
local laws, are currently illegal under U.S. federal law.

 While
certain states in the U.S. have legalized "medical cannabis," "adult-use cannabis" or both, medical and adult-use
cannabis remains illegal under federal law. The U.S. Controlled Substances Act (the "CSA") classifies "marijuana"
as a Schedule I drug. Under U.S. federal law, a drug or other substance is placed on Schedule I if:

 "[t]he
 drug or other substance has a high potential for abuse";

 "[t]he
 drug or other substance has no accepted medical use in the United States"; and

 "[t]here
 is a lack of safety for the use of the drug or other substance under medical supervision."

 As
such, cannabis-related business activities, including, without limitation, the cultivation, manufacture, importation, possession, use
or distribution of cannabis, remains illegal under U.S. federal law. Although we believe our cannabis-related activities are compliant
with the laws and regulations of the states in which the properties are located, strict compliance with state and local rules and regulations
with respect to cannabis neither absolves us of liability under U.S. federal law, nor provides a defense to any proceeding that may be
brought against us under U.S. federal law. Furthermore, we cannot give any assurance that our cannabis tenants, and any future cannabis
tenants, are currently operating, and will continue to operate, in strict compliance with state and local rules and regulations in which
they operate. Any proceeding that may be brought against us could have a material adverse effect on our business, financial condition
and results of operations.

 Violations
of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements,
arising from either civil or criminal proceedings brought by either the U.S. federal government or private citizens, including, but not
limited to, property seizures, disgorgement of profits, cessation of business activities or divestiture. Such fines, penalties, administrative
sanctions, convictions or settlements could have a material adverse effect on us, including, but not limited to:

 our
 reputation and our ability to conduct business and/or maintain our current business relationships;

 the
 listing of our securities on the NYSE American, LLC (the "NYSE American"); and

 the
market price of our common shares.

 Certain
of Power REIT's properties have been negatively impacted by State and local government regulations and approvals that relate to
cannabis cultivation. Power REIT does not believe that its business is likely to be negatively impacted by existing or probable federal
government regulation or the need for any federal governmental approval.

 Our
business strategy includes growth plans. Our financial condition and results of operations could be negatively affected if we fail to
grow or fail to manage our growth or investments effectively.

 Power
REIT is pursuing a growth strategy focused on non-traditional asset classes that qualify as real estate for REIT purposes. Our prospects
must be considered in light of the risks, expenses and difficulties frequently encountered by companies in significant growth stages
of development. We cannot assure you that we will be able to expand our market presence in our existing markets or successfully enter
new markets or that any such expansion will not adversely affect our results of operations. Failure to manage potential transactions
to successful conclusions, or failure more generally to manage our growth effectively, could have a material adverse effect on our business,
future prospects, financial condition or results of operations and could adversely affect our ability to successfully implement our business
strategy or pay dividends in the future.

 Even
if we are able to execute our business strategy, that strategy may not be successful.

 Even
if we are able to expand our business as we intend, our investments may not be successful due to a variety of factors, including but
not limited to asset under-performance, higher than forecast expenses, failure or delinquency on the part of our lessees, changes in
market conditions or other factors, any of which may result in lower returns than expected and may adversely affect our financial condition,
results of operations and ability to pay dividends.

 We
operate in a highly competitive market for investment opportunities and we may be unable to identify and complete acquisitions of real
property assets.

 We
compete with public and private funds, commercial and investment banks, commercial financing companies and public and private REITs to
make the types of investments that we plan to make. Many of our competitors are substantially larger and have considerably greater financial,
technical and marketing resources than us. For example, some competitors may have a lower cost of funds and access to funding sources
that are currently not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments,
allowing them to pay higher consideration, consider a wider variety of investments and establish more effective relationships than us.
Furthermore, many of our competitors are not subject to the restrictions that our REIT status imposes on us. These competitive conditions
could adversely affect our ability to make investments in the infrastructure sector and could adversely affect our distributions to stockholders.
Moreover, our ability to close transactions will be subject to our ability to access financing within stipulated contractual time frames,
and there is no assurance that we will have access to such financing on terms that are favorable to us, if at all.

 We
acquired some of our properties, and expect to acquire other properties, "as-is" or otherwise with limited recourse to the
prior owner, which significantly increases the risk of an investment.

 We
acquired some of our properties, and expect to acquire other real estate properties, "as is" or otherwise with limited recourse
to the prior owner and with only limited representations and warranties from such prior owner regarding matters affecting the condition,
use and ownership of the property. There may also be environmental or other conditions associated with properties we acquire of which
we are unaware despite our diligence efforts or that we have identified during diligence If environmental contamination exists on properties
we acquire or develops after acquisition, we could become subject to liability for the contamination. If defects in the property (including
any building on the property) or other matters adversely affecting the property are discovered or otherwise subject us to unknown claims
or liabilities, we may not be able to pursue a claim for any or all damages against the property seller. Such a situation could materially
harm our business.

 Because
we may distribute a significant portion of our income to our stockholders or lenders, we will continue to need additional capital to
make new investments. If additional funds are unavailable or not available on favorable terms, our ability to make new investments will
be impaired.

 Because
we may distribute a significant portion of our income to our shareholders or lenders, our business may from time to time require substantial
amounts of new capital if we are to achieve our growth plans. In addition, in order to continue making acquisitions, we would require
additional capital. We may acquire additional capital from the issuance of securities senior to our common shares, including additional
borrowings or other indebtedness, preferred shares (such as our Series A Preferred Stock) or the issuance of other securities. We may
also acquire additional capital through the issuance of additional common shares. However, we may not be able to raise additional capital
in the future, on favorable terms or at all. Unfavorable business, market or general economic conditions could increase our funding costs,
limit our access to capital markets or result in a decision by lenders not to extend credit to us.

 To
the extent we issue debt securities, other instruments of indebtedness or additional preferred stock, or borrow additional money from
banks or other financial institutions, we will be additionally exposed to risks associated with leverage, including increased risk of
loss. If we issue additional preferred securities that rank senior to our common shares in our capital structure, the holders of such
preferred securities may have separate voting rights and other rights, preferences or privileges, economic and otherwise, more favorable
than those of our common shares, and the issuance of such preferred securities could have the effect of delaying, deferring or preventing
a transaction or a change of control that might involve a premium price for common shareholders.

 Any
inability to access additional financing on terms that are favorable to us may adversely affect our ability to grow and our business
generally.

 The
investment portfolio is, and in the future may continue to be, concentrated in its exposure to a relatively few numbers of investments,
industries and lessees.

 Historically,
the Trust's revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the twelve
months ended December 31, 2023, Power REIT collected approximately 84% of its consolidated revenue from two properties. The tenants are
Norfolk Southern Railway and Regulus Solar LLC which represent 45% and 39% of consolidated revenue respectively.

 We
are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on the part
of any single lessee or a default on any single lease will expose us to a greater risk of loss than would be the case if we were more
diversified and holding numerous investments, and the underperformance or non-performance of any of its assets may severely adversely
affect our financial condition and results from operations. Our lessees could seek the protection of bankruptcy, insolvency or similar
laws, which could result in the rejection and termination of our lease agreements and could cause a reduction in our cash flows. Furthermore,
we may continue to concentrate our investment activities in the CEA and cannabis sectors, which subjects us to more risks than if we
were diversified across many sectors. At times, the performance of the infrastructure sector may lag the performance of other sectors
or the broader market as a whole.

 Our
property portfolio has a high concentration of properties located in certain states.

 Certain
of our properties are located in areas that may experience catastrophic weather and other natural events from time to time, including
hurricanes or other severe weather, flooding fires, snow or ice storms, windstorms or earthquakes. These adverse weather and natural
events could cause substantial damages or losses to our properties which could exceed our insurance coverage. In the event of a loss
in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue from
that property. We could also continue to be obligated to repay any mortgage indebtedness or other obligations related to the property.
Any such loss could materially and adversely affect our business and our financial condition and results of operations.

 To
the extent that significant changes in the climate occur, we may experience extreme weather and changes in precipitation and temperature
and rising sea levels, all of which may result in physical damage to or a decrease in demand for properties located in these areas or
affected by these conditions. Should the impact of climate change be material in nature, including destruction of our properties, or
occur for lengthy periods of time, our financial condition or results of operations may be adversely affected. In addition, changes in
federal and state legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency
of our existing properties or to protect them from the consequence of climate change.

 Our
operating results may be negatively affected by potential development and construction delays and cost overruns.

 Several
of our CEA properties were development projects that include risks associated with construction delays, costs and construction quality.
In connection with our development activities, we are subject to uncertainties associated with zoning and other required approvals, environmental
concerns of governmental entities or community groups and our builder or partner's ability to build in conformity with plans, specifications,
budgeted costs, and timetables. Performance also may be affected or delayed by conditions beyond our control. We may incur additional
risks when we make periodic progress payments or other advances to builders before they complete construction. If a builder or development
partner fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance,
but there can be no assurance any legal action would be successful. These and other factors can result in increased costs of a project
or loss of our investment. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. We also must
rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when
agreeing upon a price at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property, and
our return on our investment could suffer.

 A
failure to maintain properties can lead to deterioration of value.

 A
number of our CEA properties have suffered significant tenant defaults and tenants may not be properly adhering to their responsibilities
related to maintaining the properties. Other CEA properties are vacant and may not have been properly maintained prior to the tenants
vacating. There is the potential for deterioration of property value due to maintenance issues and incidences of theft of property materials
which we have experienced.

 A
perceived difficulty of operating special purpose properties may affect profitably and property values.

 Based
on the state of the cannabis and food cultivation CEA industry, our current and prior tenants within our CEA portfolio have had difficulty
generating profits. The value of these special purpose properties my continue to decline due to the perceived difficulty of operating
profitably.

 The valuation and accounting treatment of certain
long-lived assets, such as real estate, or of intangible assets, such as goodwill, could result in future asset impairments, which would
be recorded as operating losses.

 Real
estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances, such as a decrease
in net operating income, the loss of a tenant or an agreement of sale at a price below book value, indicate that the carrying amount
of the property might not be recoverable. An operating property to be held and used is considered impaired under applicable accounting
authority only if management's estimate of the aggregate future cash flows to be generated by the property, undiscounted and without
interest charges, is less than the carrying value of the property. In addition, this estimate may consider a probability weighted cash
flow estimation approach when alternative courses of action to recover the carrying amount of a long-lived asset are under consideration
or when a range of possible values is estimated. This estimate takes into consideration factors such as expected future net operating
income, trends and prospects, and upcoming lease maturities, as well as the effects of demand, competition and other factors. If we find
that the carrying value of real estate investments and related intangible assets has been impaired, we will recognize impairment with
respect to such assets. Applicable accounting principles require that goodwill and certain intangible assets be tested for impairment
annually or earlier upon the occurrence of certain events or substantive changes in circumstances. If we find that the carrying value
of goodwill or certain intangible assets exceeds estimated fair value, we will reduce the carrying value of the real estate investment
or goodwill or intangible asset to the estimated fair value, and we will recognize impairment with respect to such investments or goodwill
or intangible assets.

of long-lived assets is required to be recorded as a non-cash operating expense. During the fourth quarter of 2022 and the third quarter
of 2023, the Trust concluded that an impairment of value of certain assets within its CEA portfolio was appropriate based on market conditions.
These impairments also take into account assets held for sale and the write off of the lease of any associated lease intangible. In 2023,
we recorded approximately $8.2 million in non-cash impairment charges. In 2022, we recorded approximately $16.7 million in non-cash impairment
charges. Any decline in the estimated fair values of our assets could result in additional impairment charges in the future. It is possible
that such impairments, if required, could be material. There can be no assurance that the impaired carrying values will equate to the
ultimately realizable value of such assets.

 The
illiquidity of real estate investments might delay or prevent us from selling properties that we determine no longer meet the strategic
and financial criteria we apply and could significantly affect our ability to respond in a timely manner to adverse changes in the performance
of our properties and harm our financial condition.

 Substantially
all of our assets consist of investments in real properties, and we review our portfolio regularly. Because real estate investments are
relatively illiquid, our ability to quickly sell one or more properties in our portfolio in response to our evaluation or to changing
economic and financial conditions is limited. The real estate market is affected by many factors that are beyond our control, such as
general economic conditions, the availability of financing, interest rates, the supply and demand for space, and since our assets are
special purpose, the underlying market for the use of such assets can further affect its liquidity. We cannot predict whether we will
be able to sell any property for the price or on the terms we set, or whether any price or other terms offered by a prospective purchaser
would be acceptable to us. The number of prospective buyers interested in purchasing CEA properties is limited. We also cannot predict
the length of time needed to find a willing purchaser and to close the sale of a property. In addition, prospective buyers might experience
increased costs of debt financing or other difficulties in obtaining debt financing, which might make it more difficult for us to sell
properties or might adversely affect the price we receive for properties that we do sell.

 Many
factors, including changes in interest rates and the negative perceptions of the cannabis sector generally, can have an adverse effect
on the market value of our securities.

 As
is the case with other publicly traded companies, a number of factors might adversely affect the price of our securities, many of which
are beyond our control. These factors include:

 Increases
 in market interest rates, which could cause certain prospective purchasers to invest elsewhere. Higher market interest rates would
 not, however, result in more funds being available for us to distribute to shareholders and, to the contrary, would likely increase
 our borrowing costs and potentially decrease funds available for distribution to our shareholders, if any. Thus, higher market interest
 rates could cause the market price of our shares to decrease;

 A
 decline in the anticipated benefits of an investment in our securities as compared to an investment in securities of companies in
 other industries (including benefits associated with the tax treatment of any dividends and distributions);

 Perception,
 by market professionals and participants, of REITs generally and REITs in the cannabis sector, in particular. Our portfolio of properties
 includes significant exposure to cannabis related properties;

 Perception
 by market participants of our potential for growth;

 Relatively
 low trading volumes in our securities;

 Our
 results of operations and financial condition; and

 Investor
 confidence in the stock market, the real estate sector generally, and the cannabis sector generally.

 Individual
taxpayers might perceive REIT securities as less desirable relative to the securities of other corporations because of the lower tax
rate on certain dividends from such corporations to the extent we pay dividends in the future, which might have an adverse effect on
the market value of our securities.

 Currently,
the maximum federal income tax rate on dividends, excluding tax on net investment income, from most publicly traded corporations is 20%.
Dividends from REITs, however, do not qualify for this favorable tax treatment, and the maximum federal income tax rate on dividends
from REITs is 29.6% (which excludes tax on new investment income). It is possible also that tax legislation enacted in subsequent years
might increase this rate differential. Our credit facilities limit our ability to pay dividends on our common and preferred shares, subject
to certain exceptions, and thus we have deferred payments on our preferred shares and suspended payments on our common shares. To the
extent we pay dividends in the future, the differing treatment of dividends received from REITs and other corporations might cause individual
investors to view an investment in REITs as less attractive relative to other corporations, which might negatively affect the value of
our shares.

 The
issuance of securities with claims that are senior to those of our common shares, including our Series A Preferred Stock, may limit or
prevent us from paying dividends on our common shares. There is no limitation on our ability to issue securities senior to the Trust's
common shares or incur indebtedness.

 Our
common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available
to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital
structure, including our Series A Preferred Stock. As of December 31, 2023, we had outstanding debt in the principal amount of $36.7
million and had issued approximately $9.3 million of our Series A Preferred Stock. This debt and these preferred securities rank senior
to the Trust's common shares in our capital structure. It is possible that we may incur more debt, and issue additional preferred
securities as we pursue our business strategy.

 In
the case of indebtedness, specified amounts of principal and interest are customarily payable on specified due dates. In the case of
preferred securities, such as our Series A Preferred Stock, holders are provided with a senior claim to distributions, according to the
specific terms of the securities. In contrast, however, in the case of common shares, dividends are payable only when, as and if declared
by the Trust's board of trustees and depend on, among other things, the Trust's results of operations, financial condition,
debt service requirements, obligations to pay distributions to holders of preferred securities, such as the Series A Preferred Stock,
other cash needs and any other factors that the board of trustees may deem relevant or that they are required to consider as a matter
of law. The incurrence by the Trust of additional debt, and the issuance by the Trust of additional preferred securities, may limit or
eliminate the amounts available to the Trust to pay dividends on our Series A Preferred Stock and common shares.

 We
are dependent upon Mr. David H. Lesser for our success.

 We
are dependent on the diligence, expertise and business relationships of our management team, particularly Mr. David H. Lesser our Chairman
and Chief Executive Officer and Susan Hollander our Chief Accounting Officer, to implement our strategy of acquiring and benefitting
from the ownership of infrastructure-related real property assets. If Mr. Lesser or Ms. Hollander were unable to function on behalf of
the Trust, the Trust's business and prospects would be adversely affected. Moreover, Mr. Lesser has other business interests to
which he dedicates a portion of his time that are unrelated to Power REIT. Ms. Hollander is also a part time employee. Although Mr. Lesser
is one of our major shareholders, on occasion, those other interests of his may conflict with his interests in Power REIT, and such conflicts
may be unfavorable to us.

 From
time to time, our management team may own interests in our lessees or other counterparties, and may thereby have interests that conflict
or appear to conflict with the Trust's interests.

 On
occasion, our management may have financial interests that conflict, or appear to conflict with the Trust's interests. For example,
four of Power REIT's properties were leased by tenants in which Millennium Sustainable Ventures Corp., formerly Millennium Investment
& Acquisition Company (ticker: MILC) had controlling interests. David H. Lesser, Power REIT's Chairman and CEO, is also Chairman
and CEO of MILC. MILC established cannabis cultivation projects in Colorado (through a loan), Oklahoma, and Michigan which are related
to our May 21, 2021, June 11, 2021, and September 3, 2021 acquisitions and a food crop cultivation project in Nebraska related to our
March 31, 2022 acquisition. Total rental income recognized for the twelve months ended December 31, 2023 from the affiliated tenants
in Colorado, Oklahoma, Michigan and Nebraska was $0. The above leases are currently in default and the Trust is evaluating the best path
forward related thereto. Also, a portion of the property improvement budget contained in a lease amendment with NorthEast Kind Assets,
LLC for the property located in Maine, amounting to $2,205,000, was to be supplied by IntelliGen Power Systems LLC which is owned by
HBP, an affiliate of David Lesser, Power REIT's Chairman and CEO. On January 23, 2023, the
lease was amended to restructure the timing of rent payments and eliminate the funding of remaining capital improvements for the cogeneration
project, which includes eliminating payments that were expected to be paid to IntelliGen, a related party. As of December 31,
2023, $1,102,500 had been paid to IntelliGen for equipment supplied.

 Although
our Declaration of Trust permits this type of business relationship and a majority of our disinterested trustees must approve, and in
those instances did approve, Power REIT's involvement in such transactions, in any such circumstance, there may be conflicts of
interest between Power REIT on one hand, and subsidiaries of MILC, IntelliGen, Mr. Lesser and his affiliates and interests on the other
hand, and such conflicts may be unfavorable to us.

 Our
lessees and many future lessees will likely be structured as special purpose vehicles ("SPVs"), and therefore their ability
to pay us is expected to be dependent solely on the revenues of a specific project, without additional credit support.

 Most
of our lessees will likely be structured as SPVs whose only source of cash flow will be from the operations of a single property. If
the property fails to perform as projected, the SPV lessee might not have sufficient cash flow to make lease or interest payments to
us. While we would expect the lenders or other parties connected to such SPVs to step in and continue to make payments to us, there can
be no assurance that such parties would do so, rather than, for example, liquidating the facility. Further, if the property materially
underperforms or if energy supply contracts or other contracts are cancelled, there may be little value in such SPV lessees, and our
investments in real estate may become impaired.

 Some
losses related to our real property assets may not be covered by insurance or indemnified by our lessees, and so could adversely affect
us.

 Our
leases generally require our lessees to carry insurance on our properties against risks customarily insured against by other companies
engaged in similar businesses in the same geographic region, and to indemnify us against certain losses. However, there are some types
of losses, including catastrophic acts of nature, acts of war or riots, for which we or our lessees cannot obtain insurance at an acceptable
cost. Also, certain of our vacant properties are not covered by insurance. If there is an uninsured loss or a loss in excess of insurance
limits, we could lose the revenues generated by the affected property and the capital we have invested in the property, assuming our
lessee fails to pay us the casualty value in excess of such insurance limit, if any, or to indemnify us for such loss. Nevertheless,
in such a circumstance we might still remain obligated to repay any secured indebtedness or other obligations related to the property.
Any of the foregoing could adversely affect our financial condition or results of operations.

 Discovery
of previously undetected environmentally hazardous conditions may adversely affect our operating results.

 We
are subject to various federal, state and local laws and regulations that (a) regulate certain activities and operations that may have
environmental or health and safety effects, such as the management, generation, release or disposal of regulated materials, substances
or wastes, (b) impose liability for the costs of cleaning up, and damages to natural resources from, past spills, waste disposals on
and off-site, or other releases of hazardous materials or regulated substances, and (c) regulate workplace safety. Compliance with these
laws and regulations could increase our operational costs. Violation of these laws may subject us to significant fines, penalties or
disposal costs, which could negatively impact our results of operations, financial position and cash flows. Under various federal, state
and local environmental laws (including those of foreign jurisdictions), a current or previous owner or operator of currently or formerly
owned, leased or operated real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under
or in such property. The costs of removal or remediation could be substantial. Such laws often impose liability whether or not the owner
or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Certain environmental laws and common
law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos-containing materials
into the air, and third parties may seek recovery from owners or operators of real properties for personal injury or property damage
associated with exposure to released hazardous substances. In addition, when excessive moisture accumulates in buildings or on building
materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may
cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant
mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected
property or development project.

 Accordingly,
we may incur significant costs to defend against claims of liability, to comply with environmental regulatory requirements, to remediate
any contaminated property, or to pay personal injury claims.

 Moreover,
environmental laws also may impose liens on property or other restrictions on the manner in which property may be used or businesses
may be operated, and these restrictions may require substantial expenditures or prevent us or our lessees from operating such properties.
Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material
expenditures. Future laws, ordinances or regulations or the discovery of currently unknown conditions or non-compliances may impose material
liability under environmental laws.

 Legislative,
regulatory, accounting or tax rules, and any changes to them or actions brought to enforce them, could adversely affect us.

 We
and our lessees are subject to a wide range of legislative, regulatory, accounting and tax rules. The costs and efforts of compliance
with these laws, or of defending against actions brought to enforce them, could adversely affect us, either directly if we are subject
to such laws or actions, or indirectly if our lessees are subject to them.

 In
addition, if there are changes to the laws, regulations or administrative decisions and actions that affect us, we may have to incur
significant expenses in order to comply, or we may have to restrict or change our operations. For example, changes to the accounting
treatment of leases by both lessors and lessees under accounting principles generally accepted in the United States ("GAAP")
could change the presentation of information in our financial statements and as a result affect the perception of our business and our
growth plans. Changes to Internal Revenue Service interpretations of "real assets" or changes to the REIT portion of the
Internal Revenue Code could affect our plans, operations, financial condition and share price.

 We
have invested, and expect to continue to invest, in real property assets which are subject to laws and regulations relating to the protection
of the environment and human health and safety. These laws and regulations generally govern wastewater discharges, noise levels, air
emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal
of solid and hazardous materials and the remediation of contamination associated with disposals. Environmental laws and regulations may
impose joint and several liabilities on tenants, owners or operators for the costs to investigate and remediate contaminated properties,
regardless of fault or whether the acts causing the contamination were legal. This liability could be substantial. In addition, the presence
of hazardous substances, or the failure to properly remediate these substances, could adversely affect our ability to sell, rent or pledge
an affected property as collateral for future borrowings. We intend to take commercially reasonable steps when we can to protect ourselves
from the risks of environmental law liability; however, we will not obtain independent third-party environmental assessments for every
property we acquire. In addition, any such assessments that we do obtain may not reveal all environmental liabilities, or whether a prior
owner of a property created a material environmental condition not known to us. In addition, there are various local, state and federal
fire, health, safety and similar regulations with which we or our lessees may be required to comply, and that may subject us or them
to liability in the form of fines or damages. In all events, our lessees' operations, the existing condition of land when we buy
it, operations in the vicinity of our properties or activities of unrelated third parties could all affect our properties in ways that
lead to costs being imposed on us.

 Any
material expenditures, fines, damages or forced changes to our business or strategy resulting from any of the above could adversely affect
our financial condition and results of operations.

in interest rates may negatively affect the value of our assets, our access to debt financing and the trading price of our securities.

 The
value of our investments in certain assets may decline if long-term interest rates increase. Interest rates have risen significantly
of late relative to their recent historically low levels which will continue to have a negative impact on the perceived or actual values
of our assets and dividends, and consequently the prices of our securities may decline.

 Furthermore,
to the extent the Trust has borrowed funds, a rise in interest rates may result in re-financing risk when those borrowings become due,
and the Trust may be required to pay higher interest rates or issue additional equity to refinance its borrowings, which could adversely
affect the Trust's financial condition and results of operations.

 Our
quarterly results may fluctuate.

 We
could experience fluctuations in our quarterly operating results due to a number of factors, including variations in the returns on our
current and future investments, the interest rates payable on our debt, the level of our expenses, the levels and timing of the recognition
of our realized and unrealized gains and losses, the degree to which we encounter competition in our markets and other business, market
and general economic conditions. Consequently, our results of operations for any current or historical period should not be relied upon
as being indicative of performance in any future period.

 We
may not be able to sell our real property assets when we desire. In particular, in order to maintain our status as a REIT, we may be
forced to borrow funds or sell assets during unfavorable market conditions.

 Investments
in real property are relatively illiquid compared to other investments. Accordingly, we may not be able to sell real property assets
when we desire or at prices acceptable to us. This could substantially reduce the funds available for satisfying our obligations, including
any debt or preferred share obligations, and for distributions to our common shareholders.

 As
a REIT, we must distribute at least 90% of our annual REIT taxable income, subject to certain adjustments, such as net operating losses,
to our shareholders. To the extent that we satisfy the REIT distribution requirement but distribute less than 100% of our taxable income,
we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible
excise tax if the actual amount that we pay to our shareholders in a calendar year is less than a minimum amount specified under federal
tax laws. In addition to applicable federal taxation, we may be subject to state taxation.

 From
time to time, we may have taxable income greater than our cash flow available for distribution to our shareholders (for example, due
to substantial non-deductible cash outlays, such as capital expenditures or principal payments on debt). If we did not have other funds
available in these situations, we could be required to borrow funds, sell investments at disadvantageous prices or find alternative sources
of funds in order to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution
requirement and avoid income and excise taxes in a particular year. Any of these outcomes could increase our operating costs and diminish
our available cash flows or ability to grow.

 We
may fail to remain qualified as a REIT, which would reduce the cash available for distribution to our shareholders and may have other
adverse consequences.

 Qualification
as a REIT for federal income tax purposes is governed by highly technical and complex provisions of the Internal Revenue Code, for which
there are only limited judicial or administrative interpretations. Our qualification as a REIT also depends on various facts and circumstances
that are not entirely within our control. In addition, legislation, new regulations, administrative interpretations and court decisions
might all change the tax laws with respect to the requirements for qualification as a REIT or the federal income tax consequences of
qualification as a REIT.

 If,
with respect to any taxable year, we were to fail to maintain our qualification as a REIT, we would not be able to deduct distributions
to our shareholders in computing our taxable income and would have to pay federal corporate income tax (including any applicable alternative
minimum tax) on our taxable income. If we had to pay federal income tax, the amount of money available to distribute to our shareholders
would be reduced for the year or years involved. In addition, we would be disqualified from treatment as a REIT for the four taxable
years following the year during which qualification was lost and thus our cash available for distribution to our shareholders would be
reduced in each of those years, unless we were entitled to relief under relevant statutory provisions. Failure to qualify as a REIT could
result in additional expenses or additional adverse consequences, which may include the forced liquidation of some or all of our investments.

 Although
we currently intend to operate in a manner designed to allow us to continue to qualify as a REIT, future economic, market, legal, tax
or other considerations might cause us to lose our REIT status, which could have a material adverse effect on our business, prospects,
financial condition and results of operations, and could adversely affect our ability to successfully implement our business strategy
and pay dividends.

 If
an investment that was initially believed to be a real property asset is later deemed not to have been a real property asset at the time
of investment, we could lose our status as a REIT or be precluded from investing according to our current business plan.

 Power
REIT must meet income and asset tests to qualify as a REIT. If an investment that was originally believed to be a real asset is later
deemed not to have been a real asset at the time of investment, our status as a REIT could be jeopardized or we could be precluded from
investing according to our current business plan, either of which would have a material adverse effect on our business, financial condition
and results of operations. Further, we may not seek a private letter ruling from the Internal Revenue Service with respect to some or
all of our infrastructure investments. The lack of such private letter rulings may increase the risk that an investment believed to be
a real asset could later be deemed not to be a real asset. In the event that an investment is deemed to not be a real asset, we may be
required to dispose of such investment, which could have a material adverse effect on us, because even if we were successful in finding
a buyer, we might have difficulty finding a buyer on favorable terms or in a sufficient time frame.

 Our
failure to remain qualified as a REIT would subject us to U.S. federal income tax and applicable state and local taxes, which would reduce
the amount of cash available for distribution to our stockholders and have significant adverse consequences on the market price of our
common stock.

 We
elected to be taxed as a REIT under Sections 856 through 860 of the U.S. Code commencing with our taxable year ended December 31, 2019.
We believe that we have been organized and operated in such a manner as to remain qualified for taxation as a REIT under the Code for
such taxable year and all subsequent taxable years to date and intend to continue to operate in such a manner in the future. We have
not requested and do not intend to request a ruling from the Internal Revenue Service (the "Service") that we remain qualified
as a REIT, and the statements in this report are not binding on the Service or any court. Qualification as a REIT involves the application
of highly technical and complex Code provisions and regulations promulgated by the U.S. Treasury Department thereunder ("Treasury
Regulations") for which there are limited judicial and administrative interpretations. Accordingly, we cannot provide assurance
that we will remain qualified as a REIT.

 To
remain qualified as a REIT, we must meet, on an ongoing basis, various tests regarding the nature and diversification of our assets and
our income, the ownership of our outstanding stock, and the amount of our distributions to stockholders. Our ability to satisfy these
asset tests depends upon the characterization and fair market values of our assets, some of which are not susceptible to a precise determination,
and for which we will not obtain independent appraisals. Our compliance with the REIT income and quarterly asset requirements also depends
upon our ability to manage successfully the composition of our income and assets on an ongoing basis. Moreover, new legislation, court
decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for us
to remain qualified as a REIT. Thus, while we intend to operate in a manner to remain qualified as a REIT, in view of the highly complex
nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in our circumstances,
we cannot provide assurance that we will so qualify for any particular year. These considerations also might restrict the types of income
we can realize, or assets that we can acquire in the future.

 If
we fail to remain qualified as a REIT in any taxable year, and we do not qualify for certain statutory relief provisions, we would be
required to pay U.S. federal income tax on our taxable income at regular corporate rates (and possibly increased state and local taxes).
We will not be able to deduct distributions to our stockholders in any year in which we fail to qualify, nor will we be required to make
distributions to our stockholders. In such a case, we might need to borrow money, sell assets, or reduce or even cease making distributions
in order to pay our taxes. Our payment of income tax would reduce significantly the amount of cash available for distribution to our
stockholders. If we fail to remain qualified as a REIT, all distributions to stockholders, to the extent of current and accumulated earnings
and profits, will be taxable to the stockholders as dividend income (which may be subject to tax at preferential rates) and corporate
distributions may be eligible for the dividends received deduction if they satisfy the relevant provisions of the Code. Furthermore,
if we fail to remain qualified as a REIT, we no longer would be required to distribute substantially all of our net taxable income to
our stockholders. In addition, unless we were eligible for certain statutory relief provisions, we could not re-elect to qualify as a
REIT until the fifth calendar year following the year in which we failed to qualify. We might not be entitled to the statutory relief
described in this paragraph in all circumstances.

 If
we are deemed to be subject to Section 280E of the Code because of the business activities of our tenants, the resulting disallowance
of tax deductions could cause us to incur U.S. federal income tax and jeopardize our REIT status.

 Section
280E of the Code provides that, with respect to any taxpayer, no deduction or credit is allowed for expenses incurred during a taxable
year "in carrying on any trade or business if such trade or business (or the activities which comprise such trade or business)
consists of trafficking in controlled substances (within the meaning of Schedule I and II of the Controlled Substance Act) which is prohibited
by federal law or the law of any State in which such trade or business is conducted." Because cannabis is a Schedule I controlled
substance under the CSA, Section 280E of the Code by its terms applies to the purchase and sale of medical-use and adult-use cannabis
products. Although we will not be engaged in the purchase, sale, growth, cultivation, harvesting, or processing of medical-use and adult-use
cannabis products, we will lease our properties to tenants who will engage in such activities, and therefore our tenants likely will
be subject to Section 280E of the Code. If the Service were to take the position that, through our rental agreements with our state-licensed
cannabis tenants, we are primarily or vicariously liable under federal law for "trafficking" a Schedule 1 substance (cannabis)
under Section 280E of the Code or for any other violations of the CSA, the Service may seek to apply the provisions of Section 280E of
the Code to our company and disallow certain tax deductions, including for employee salaries, depreciation or interest expense. If such
tax deductions are disallowed, it might impact our ability to meet the distribution requirements applicable to REITs under the Code,
which could cause us to incur U.S. federal income tax and fail to remain qualified as a REIT. Because we are not engaged in the purchase
or sale of a controlled substance, we do not believe that we will be subject to the disallowance provisions of Section 280E of the Code,
and neither we nor our tax advisors are aware of any tax court cases or guidance from the Service in which a taxpayer not engaged in
the purchase or sale of a controlled substance was disallowed deductions under Section 280E of the Code. However, there is no assurance
that the Service will not take such a position either currently or in the future.

payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect
the value of our common stock.

 Qualified
dividend income payable to U.S. investors that are individuals, trusts, and estates is subject to the reduced maximum tax rate applicable
to long- term capital gains. Dividends (other than capital gain dividends) payable by REITs, however, generally are not eligible for
the reduced rates. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does
not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends
could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than
investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of our common
stock.

 Non-corporate
stockholders, including individuals, generally may deduct 20% of "qualified REIT dividends" (generally, dividends received
by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), for taxable years beginning before
January 1, 2026, subject to certain limitations. If we fail to remain qualified as a REIT, such stockholders may not claim this deduction
with respect to dividends paid by us.

 Legislative,
regulatory or administrative changes could adversely affect us or our stockholders.

 At
any time, the U.S. federal income tax laws or Treasury Regulations governing REITs or the administrative interpretations of those laws
or regulations may be changed, possibly with retroactive effect, and may adversely affect us and our stockholders. We cannot predict
if or when any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal
income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective or whether any such law,
regulation or interpretation may take effect retroactively.

 In
addition, several proposals have been made that would make substantial changes to the federal income tax laws generally. We cannot predict
whether any of these proposed changes will become law. We cannot predict the long-term effect of any recent or future tax law changes
on REITs and their stockholders. Prospective investors are urged to consult with their tax advisors regarding the effect of potential
changes to the federal tax laws on an investment in our stock.

 If
we were deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical
for us to continue our business as contemplated and could have a material adverse effect on the price of our securities.

 A
company such as ours would be considered an investment company under the Investment Company Act of 1940, as amended (the "1940
Act"), if, among other things, it owned investment securities (including minority ownership interests in subsidiaries or other
entities) that have an aggregate value exceeding 40% of the value of its total assets on an unconsolidated basis, or it failed to qualify
under the exemption from investment company status available to companies primarily engaged in the business of purchasing or otherwise
acquiring mortgages and other liens on and interests in real estate.

 We
do not believe that we are, or are likely to become, an investment company under the 1940 Act. Nevertheless, if we were deemed to be
an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure, could make it impractical
for us to continue our business as contemplated and could have a material adverse effect on our operations and the price of our common
shares.

 Net
leases may not result in fair market lease rates over time.

 We
expect a portion of our future income to come from net leases, whereby the lessee is responsible for all the costs, insurance and taxes
of a property, including maintenance. Net leases typically have longer lease terms and, thus, there is an increased risk that if market
rental rates increase in future years, the rates under our net leases will be less than fair market rental rates during those years.
As a result, our income and distributions could be lower than they would otherwise be if we did not enter into net leases. When appropriate,
we will seek to include a clause in each lease that provides increases in rent over the term of the lease, but there can be no assurance
that we will be successful in securing such a clause. Some of our investments may include "percentage of gross revenue" lease
payments, which may result in positive or negative outcomes depending on the performance of the acquired asset.

 If
a sale-leaseback transaction is recharacterized in a lessee's bankruptcy proceeding, our financial condition could be adversely
affected.

 In
certain cases, we intend to enter into sale-leaseback transactions, whereby we would purchase a property and then simultaneously lease
the same property back to the seller. In the event of the bankruptcy of a lessee company, a transaction structured as a sale-leaseback
may be recharacterized as either a financing or a joint venture, either of which outcomes could adversely affect our business. If the
sale-leaseback were recharacterized as a financing, we might not be considered the owner of the property, and as a result would have
the status of a creditor in relation to the lessee company. In that event, we would no longer have the right to sell or encumber our
ownership interest in the property. Instead, we would have a claim against the lessee company for the amounts owed under the lease, with
the claim arguably secured by the property, and the lessee company/debtor might have the ability to restructure the terms, interest rate
and amortization schedule of its outstanding balance. If new terms were confirmed by the bankruptcy court, we could be bound by them,
and prevented from foreclosing on the property. If the sale-leaseback were recharacterized as a joint venture, we and the lessee company
could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts
incurred by the lessee company relating to the property. Either of these outcomes could adversely affect our financial condition and
results of operations.

 Provisions
of the Maryland General Corporation Law and our Declaration of Trust and Bylaws could deter takeover attempts and have an adverse impact
on the price of our common shares.

 The
Maryland General Corporation Law and our Declaration of Trust and Bylaws contain provisions that may have the effect of discouraging,
delaying or making difficult a change in control of Power REIT. The business combination provisions of Maryland law (if our Board of
Trustees decides to make them applicable to us), the control share acquisition provisions of Maryland law (if the applicable provisions
in our Bylaws are rescinded), the limitations on removal of Trustees, the restrictions on the acquisition of our common shares, the power
to issue additional shares and the advance notice provisions of our Bylaws could have the effect of delaying, deterring or preventing
a transaction or a change in control that might involve a premium price for holders of the common shares or might otherwise be in their
best interests.

 In
order to assist us in complying with limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code,
among other purposes, our charter provides that no natural person or entity may, directly or indirectly, beneficially or constructively
own more than 9.9% (in value or number of shares, whichever is more restrictive) of the aggregate amount of our outstanding shares of
all classes. In addition, our Board of Trustees may, without stockholder action, authorize the issuance of shares of stock in one or
more classes or series, including preferred stock. Our Board of Trustees may, without stockholder action, amend our charter to increase
the number of shares of stock of any class or series that we have authority to issue. The existence of these provisions, among others,
may have a negative impact on the price of our common shares and may discourage third party bids for ownership of our Trust. These provisions
may prevent any premiums being offered to holders of common shares.

 Our
business and operations would suffer in the event of system failures.

 Our
computer systems are vulnerable to damage from computer viruses, unauthorized access, natural disasters (including hurricanes), terrorism,
war and telecommunication and electrical failures. If such an event were to occur and cause interruptions in our operations, it could
result in a material disruption of our business. To the extent that any disruption or security breach were to result in a loss of or
damage to our data or applications, or inappropriate disclosure of personal, confidential or proprietary information, we could incur
liability and our business could be adversely affected.

 We
are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity
and data leakage risks.

 Significant
disruptions to our information technology systems or breaches of information security could adversely affect our business. The size and
complexity of our information technology systems, and those of our third-party vendors with whom we contract, make such systems potentially
vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners or vendors,
from attacks by malicious third parties, or from intentional or accidental physical damage to our systems infrastructure maintained by
us or by third parties. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation
or misuse of proprietary information, or other confidential information, whether as a result of theft, hacking, fraud, trickery or other
forms of deception, or for any other reason, could adversely affect our business or financial condition. Further, any such interruption,
security breach, loss or disclosure of confidential information, could result in financial, legal, business, and reputational harm to
us and could have a material adverse effect on our business, financial position, results of operations or cash flow.

 Risks
Related to our Investment Strategy

 Each
property in our portfolio could be considered a special purpose use asset which may impact market value and the ability to lease to generate
income.

 Our
properties span across the special purposes of solar power production, railroad, and CEA facilities in the form of greenhouses. As special
purpose assets they cannot be easily pivoted to alternative uses and tend to support industry-specific tenants (i.e. greenhouse with
a cultivator). This specialization can work against the marketability of the asset and in the case that the tenant or the under-lying
industry experiences default or downturn, the value of the asset could fall accordingly. We can provide no assurance that the industries
utilizing our assets will succeed and if a tenant fails there is no visibility as to when we would find a replacement tenant or if there
are any potential solutions in the broader market.

 Our
real estate investments are concentrated in greenhouse properties suitable for the cultivation of cannabis, and a decrease in demand
for such facilities could materially and adversely affect our business. These properties may be difficult to sell or re-lease upon tenant
defaults or lease terminations, either of which could adversely affect our business.

 Our
portfolio of properties is concentrated in greenhouse properties suitable for the cultivation of cannabis used therefore, we are subject
to risks inherent in investments heavily in a single industry. A decrease in the demand for cannabis cultivation, processing and dispensary
facilities would have a greater adverse effect on our rental revenues than if we owned a more diversified real estate portfolio. Demand
for cannabis cultivation and processing facilities has been and could be adversely affected by changes in state or local laws or any
change in the federal government's current enforcement posture with respect to state-licensed cannabis operations, among others.
To the extent that any of these conditions occur, they are likely to affect demand and market rents for cannabis cultivation and processing
and dispensary facilities, which could materially and adversely affect our business.

 In
addition, if we are forced to sell or re-lease a property, we may have difficulty finding qualified purchasers who are willing to buy
the property or tenants who are willing to lease the property on terms that we expect, or at all. As our tenants and properties are concentrated
in the regulated cannabis industry, a shift in property preferences by regulated cannabis operators, including but not limited to changing
preferences regarding location and types of improvements, could have a significant negative impact on the desirability of our properties
to prospective tenants when we need to re-lease them, in addition to other challenges, such as obtaining the necessary state and local
authorizations for a new tenant to commence operations at the property. These and other limitations may affect our ability to sell or
re-lease properties, which may materially and adversely affect our business.

 Our
focus on non-traditional real estate asset classes including CEA, alternative energy and transportation infrastructure sectors will subject
us to more risks than if we were broadly diversified to include other asset classes.

 Because
we specifically focus on non-traditional real estate assets, investments in our securities may present more risks than if we were broadly
diversified over numerous sectors of the economy. For example, a downturn in the U.S. CEA, alternative energy or transportation infrastructure
sectors would have a larger impact on us than on a trust that does not concentrate in one sector of the economy. Factors that may adversely
affect our investments include, but are not limited to, changes in supply and demand for infrastructure consumption, prices of national
and global commodities, government regulation, world and regional events and general economic conditions.

energy resources are complex, and our investments in them rely on long-term projections of resource and equipment availability and capital
and operating costs; if our or our lessees' projections are incorrect, we may suffer losses.

 Although
the projection of renewable energy resource availability has been analyzed for decades across different geographies, technologies and
topologies, long-term projections of renewable resource availability at a particular site, the availability of generating equipment and
the operating costs of harvesting such renewable energy are subject to various uncertainties and in many cases must rely on estimates
at best. If any such projections are materially incorrect, our lessees could suffer financial losses, which could adversely affect our
investments. In addition, investments based on a percentage of gross revenue could under-perform our investment projections, leading
to adverse effects on our financial condition and results of operations.

assets may be subject to the risk of fluctuations in commodity prices and in the supply of and demand for infrastructure consumption.

 The
operations and financial performance of companies in the infrastructure sector may be directly or indirectly affected by commodity prices
and fluctuations in infrastructure supply and demand. Commodity prices and infrastructure demand fluctuate for several reasons, including
changes in market and economic conditions, the impact of weather on demand or supply, levels of domestic production and imported commodities,
energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate
transportation systems. Fluctuations in commodity prices may increase costs for consumers of energy-related infrastructure assets and
therefore reduce demand for such infrastructure. Further, extreme price fluctuation upwards or downwards could lead to the development
of alternatives to existing energy-related infrastructure and could impair the value of our investments.

 Volatility
in commodity prices or in the supply of and demand for infrastructure assets may make it more difficult for companies in the infrastructure
sector to raise capital to the extent the market perceives that their performance may be tied directly or indirectly to commodity prices.
Historically, commodity prices have been cyclical and have exhibited significant volatility. Should infrastructure companies experience
variations in supply and demand, the resulting decline in operating or financial performance could adversely affect the value or quality
of our assets.

investments are subject to obsolescence risks.

assets are subject to obsolescence risks that could occur as a result of changing supply and demand, new types of construction, changing
demographics, changing weather patterns and new technologies. In any such event, there might be few alternative uses for our investments,
and our investments might drop in value.

energy investments may be adversely affected by variations in weather patterns.

energy investments may be adversely affected by variations in weather patterns, including shifting wind or solar resources and including
variations brought about by climate changes, which would cause earnings volatility for our lessees or borrowers and which could affect
their ability to make lease or other contractual payments to us. Lease payments that are structured as a percentage of gross revenue
typically fluctuate from period to period. Although we believe these fluctuations tend to average out over time, to the extent that our
projections are incorrect because weather patterns change significantly, our financial condition and results of operations could be adversely
affected.

 Investments
in renewable energy may be dependent on equipment or manufacturers that have limited operating histories or financial or other challenges.

 Although
most wind, solar and other renewable energy projects use technologies that are well understood by the market, many technologies are undergoing
rapid changes and improvements and many have not been tested in operating environments for the expected durations of our investments.
Some manufacturers are new or relatively new and may not have the financial ability to support their extended warranties. As a result,
if the future performance of equipment that is a basis for a lessee's revenues is lower than projected, such a lessee may have
difficulty making its lease payments to us and our business could suffer.

 Risks
Related to our Securities

 There
is a 9.9% limit on the amount of our equity securities that any one person or entity may own.

 In
order to assist us in complying with limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code,
among other purposes, our charter provides that no natural person or entity may, directly or indirectly, beneficially or constructively
own more than 9.9% (in value or number of shares, whichever is more restrictive) of the aggregate amount of our outstanding shares of
all classes. If a person were found to own more than this amount, whether as a result of intentionally purchasing our securities, developments
outside such person's control or otherwise – for example, as a result of changes in the Trust's capital structure,
the inheritance of securities, or otherwise – then, among other things, the transfers leading to the violation of the 9.9% limit
would be void and the Board of Trustees would be authorized to take such actions as it deemed advisable to insure the undoing of the
transfers.

 Factors
could lead to the Trust losing one or both of its NYSE listings.

 The
Trust could lose its common shares listing or its Series A Preferred Stock listing, both on the NYSE American, depending on a number
of factors, including a failure by us to continue to qualify as a REIT, a failure to meet the NYSE American ongoing listing requirements,
including those relating to the number of shareholders, the price of the Trust's securities and the amount and composition of the
Trust's assets, changes in NYSE American ongoing listing requirements and other factors.

 Low
trading volumes in the Trust's listed securities may adversely affect holders' ability to resell their securities at prices
that are attractive, or at all.

 Power
REIT's common shares are traded on the NYSE American under the ticker "PW". The average daily trading volume of Power
REIT's common shares is less than that of the listed securities of many other companies, including larger companies. During the
12 months ended December 31, 2023, the average daily trading volume for the Trust's common shares was approximately 39,836 shares.
Power REIT's Series A Preferred Stock is traded on the NYSE American under the ticker "PW PRA". The Series A Preferred
Stock has been listed since March 18, 2014. Because the Series A Preferred Stock has no maturity date, investors seeking liquidity may
be limited to selling their shares of Series A Preferred Stock in the secondary market. In part due to the relatively small trading volume
of the Trust's listed securities, any material sales of such securities by any person may place significant downward pressure on
the market price of the Trust's listed securities. In general, as a result of low trading volumes, it may be difficult for holders
of the Trust's listed securities to sell their securities at prices they find attractive, or at all.

 Our
stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our
common shares could incur substantial losses.

 Our
stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. On December 11, 2023, the reported
low sale price of our common shares was $.50, while the reported high sales price was $5.59, on February 2, 2023. We may incur rapid
and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects.
The stock market in general and the market for cannabis focused companies in particular have experienced extreme volatility. In addition,
sales of substantial amounts of our common shares, or the perception that such sales might occur, could adversely affect prevailing market
prices of our common shares and our stock price may decline substantially in a short period of time. As a result of this volatility,
investors may experience losses on their investment in our common shares. The market price for our common shares may be influenced by
many factors, including the following:

 sale
 of our common shares by our stockholders, executives, and directors;

 volatility
 and limitations in trading volumes of our securities;

 our
 ability to obtain financings to implement our business plans;

 our
 ability to attract new customers;

 The
 impact of pandemics;

 changes
 in our capital structure or dividend policy, future issuances of securities and sales of large blocks of securities by our stockholders;

 our
 cash position;

 announcements
 and events surrounding financing efforts, including debt and equity securities;

 reputational
 issues;

 our
 inability to successfully manage our business or achieve profitability;

 changes
 in general economic, political and market conditions in any of the regions in which we conduct our business;

 changes
 in industry conditions or perceptions;

 analyst
 research reports, recommendation and changes in recommendations, price targets, and withdrawals of coverage;

 departures
 and additions of key personnel;

 disputes
 and litigation related to intellectual properties, proprietary rights, and contractual obligations;

 changes
 in applicable laws, rules, regulations, or accounting practices and other dynamics;

 market
 conditions or trends in our industry; and

 other
 events or factors, many of which may be out of our control.

 These
broad market and industry factors may seriously harm the market price of our common shares, regardless of our operating performance.
Since the stock price of our common shares has fluctuated in the past, has been recently volatile and may be volatile in the future,
investors in our common shares could incur substantial losses. In the past, following periods of volatility in the market, securities
class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial
costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial
condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices or
that future sales of our common shares will not be at prices lower than those sold to investors.

 Additionally,
recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of common
shares, known as a "short squeeze." These short squeezes have caused extreme volatility in those companies and in the market
and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying
value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant
portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. While we have
no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won't be in the future,
and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnected
from our underlying value.

 The
issuance of securities with claims that are senior to those of our common shares, including our Series A Preferred Stock, may limit or
prevent us from paying dividends on its common shares. There is no limitation on our ability to issue securities senior to the Trust's
common shares or incur indebtedness.

 Our
common shares are equity interests that rank junior to our indebtedness and other non-equity claims with respect to assets available
to satisfy claims against us, and junior to our preferred securities that by their terms rank senior to our common shares in our capital
structure, including our Series A Preferred Stock. As of December 31, 2023, we had outstanding debt in the principal amount of $36.7
million and have approximately $9 million (par value) of our Series A Preferred Stock outstanding. This debt and these preferred securities
rank senior to the Trust's common shares in our capital structure. We expect that in due course we may incur more debt, and issue
additional preferred securities as we pursue our business strategy.

 In
the case of indebtedness, specified amounts of principal and interest are customarily payable on specified due dates. In the case of
preferred securities, such as our Series A Preferred Stock, holders are provided with a senior claim to distributions, according to the
specific terms of the securities. In contrast, however, in the case of common shares, dividends are payable only when, as and if declared
by the Trust's board of trustees and depend on, among other things, the Trust's results of operations, financial condition,
debt service requirements, obligations to pay distributions to holders of preferred securities, such as the Series A Preferred Stock,
other cash needs and any other factors that the board of trustees may deem relevant or that they are required to consider as a matter
of law. The incurrence by the Trust of additional debt, and the issuance by the Trust of additional preferred securities, may limit or
eliminate the amounts available to the Trust to pay dividends on our Series A Preferred Stock and common shares.

 Our
ability to issue preferred stock in the future could adversely affect the rights of existing holders of our equity securities.

 Our
charter permits our Board of Trustees to increase the number of authorized shares of our capital stock without the approval of holders
of our common shares or Series A Preferred Stock. In addition, our charter permits our Board of Trustees to reclassify any or all of
our unissued authorized shares as shares of preferred stock in one or more new series on terms determinable by our Board of Trustees,
without the approval of holders of our common shares or Series A Preferred Stock. Future reclassifications or issuances by us of preferred
stock, whether Series A Preferred Stock or some new series of preferred stock, could effectively diminish our ability to pay dividends
or other distributions to existing equity security holders, including distributions upon our liquidation, dissolution or winding up.

 The
issuance of additional equity securities may dilute existing equity holders.

 The
issuance of additional equity securities may result in the dilution of existing equity securities holders. Although the Trust expects
to deploy additional equity capital principally for the purpose of seeking to make accretive transactions, and in such cases seeks to
not dilute the economic value of equity securities held by existing holders, such additional issuances may dilute existing equity securities
holders' percentage ownership of the Trust, and the percentage of voting power they hold, depending on the terms of the newly issued
equity securities.

 Our
Preferred Stock is subject to interest rate risk.

 Distributions
payable on our Series A Preferred Stock are subject to interest rate risk. Because dividends on our Series A Preferred Stock are fixed,
our costs may increase upon maturity or redemption of the securities. This might require us to sell investments at a time when we would
otherwise not do so, which could affect adversely our ability to generate cash flow. To the extent that our Series A Preferred Stock
may have call or conversion provisions that are in our favor at a given time, such provisions may be detrimental to the returns experienced
by the holders of the securities.

 Inflation
may negatively affect the value of our preferred stock and the dividends we pay.

 Inflation
is the reduction in the purchasing power of money, resulting from an increase in the price of goods and services. Inflation risk is the
risk that the inflation-adjusted, or "real", value of an investment will be worth less in the future. If and when the economy
experiences material rates of inflation, the real value of our Series A Preferred Stock and the dividends payable to holders will decline.

 Our
Series A Preferred Stock has not been rated and is junior to our existing and future debt, and the interests of holders of Series A Preferred
Stock could be diluted by the issuance of additional parity-preferred securities and by other transactions.

 Our
Series A Preferred Stock has not been rated by any nationally recognized statistical rating organization, which may negatively affect
its market value and a holder's ability to sell it. It is possible that one or more rating agencies might independently determine
to issue such a rating and that such a rating, if issued, could adversely affect the market price of our Series A Preferred Stock. In
addition, we may elect in the future to obtain a rating of our Series A Preferred Stock, which could adversely affect its market price.
Ratings reflect only the views of the rating agency or agencies issuing the ratings, and they could be revised downward or withdrawn
entirely at the discretion of the issuing rating agency if in its judgment circumstances so warrant. Any such downward revision or withdrawal
of a rating could have an adverse effect on the market price of our Series A Preferred Stock.

 The
payment of amounts due on the Series A Preferred Stock will be junior in payment preference to all of our existing and future debt and
any securities we may issue in the future that have rights or preferences senior to those of the Series A Preferred Stock. We may issue
additional shares of Series A Preferred Stock or additional shares of preferred stock in the future which are on a parity with (or, upon
the affirmative vote or consent of the holders of two-thirds of the outstanding shares of Series A Preferred Stock, senior to) the Series
A Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up.
Additional issuance of preferred securities or other transactions could reduce the pro-rata assets available for distribution upon liquidation
and you may not receive your full liquidation preference if there are not sufficient assets. In addition, issuance of additional preferred
securities or other transactions could dilute your voting rights with respect to certain matters that require votes or the consent of
holders of our Series A Preferred Stock.

 Holders
of Series A Preferred Stock have limited voting rights.

 The
voting rights of a holder of Series A Preferred Stock are limited. Our common shares are the only class of our securities carrying full
voting rights. Voting rights for holders of Series A Preferred Stock exist only with respect to amendments to our charter (whether by
merger, consolidation or otherwise) that materially and adversely affect the terms of the Series A Preferred Stock, the authorization
or issuance of classes or series of equity securities that are senior to the Series A Preferred Stock and, if we fail to pay dividends
on the Series A Preferred Stock for six or more quarterly periods (whether or not consecutive), the election of additional trustees.
Holders would not, however, have any voting rights if we amend, alter or repeal the provisions of our charter or the terms of the Series
A Preferred Stock in connection with a merger, consolidation, transfer or conveyance of all or substantially all of our assets or otherwise,
so long as the Series A Preferred Stock remains outstanding and its terms remain materially unchanged or holders receive stock of the
successor entity with substantially identical rights, taking into account that, upon the occurrence of an event described in this sentence,
we may not be the surviving entity. Furthermore, if holders receive the greater of the full trading price of the Series A Preferred Stock
on the last date prior to the first public announcement of an event described in the preceding sentence, or the $25.00 liquidation preference
per share of Series A Preferred Stock plus accrued and unpaid dividends (whether or not declared) to, but not including, the date of
such event, pursuant to the occurrence of any of the events described in the preceding sentence, then holders will not have any voting
rights with respect to the events described in the preceding sentence.

on our Series A Preferred Stock can be suspended and not paid on a current basis.

 The
Trust is not obligated to distribute a dividend on its Series A Preferred Stock on a current basis. During 2023, the Trust did not declare
dividends on Power REIT's 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock Dividends not declared accumulate and
are added to the liquidation preference.

 The
change of control conversion and delisting conversion features of our Series A Preferred Stock may not adequately compensate a holder
of such securities upon a Change of Control or Delisting Event (as such terms as defined in regard to our Series A Preferred Stock),
and the change of control conversion, delisting conversion and redemption features of our Series A Preferred Stock may make it more difficult
for a party to take over our trust or may discourage a party from taking over our trust.

 Upon
a Change of Control or Delisting Event, holders of our Series A Preferred Stock will have the right (subject to our special optional
redemption rights) to convert all or part of their Series A Preferred Stock into shares of our common stock (or equivalent value of alternative
consideration). If our common share price were less than $5.00 subject to adjustment, holders will receive a maximum of 5 shares of our
common stock per share of Series A Preferred Stock, which may result in a holder receiving value that is less than the liquidation preference
of the Series A Preferred Stock. In addition, the foregoing features of our Series A Preferred Stock may have the effect of inhibiting
a third party from making an acquisition proposal for our trust or of delaying, deferring or preventing a change in control of our trust
under circumstances that otherwise could provide the holders of our common shares and Series A Preferred Stock with the opportunity to
realize a premium over the then current market prices of those securities, or that holders may otherwise believe is in their best interests.

 We
may issue additional Series A Preferred Stock at a discount to liquidation value or at a discount to the issuance value of shares of
Series A Preferred Stock already issued.

 We
may offer additional Series A Preferred Stock at prices or yields that represent a discount to liquidation value, or that represent a
discount to the price paid for or the yield applicable to shares of Series A Preferred Stock previously issued and sold. Such sales could
adversely affect the market price of the Series A Preferred Stock.

 Ownership
limitations may restrict change in control or business combination opportunities in which our stockholders might receive a premium for
their shares.

 To
qualify as a REIT under the Code, shares of our stock must be owned by 100 or more persons during at least 335 days of a taxable year
of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter
taxable year. Also, not more than 50% of the value of the outstanding shares of our stock may be owned, directly or indirectly, by five
or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first
year for which an election to be a REIT has been made). In order for us to remain qualified as a REIT under the Code, the relevant sections
of our charter provide that, subject to certain exceptions, no person or entity may own, or be deemed to own, by virtue of the applicable
constructive ownership provisions of the Code, more than 7.5% (in value or number of shares, whichever is more restrictive) of the aggregate
of our outstanding shares of stock or more than 7.5% (in value or number of shares, whichever is more restrictive) of our outstanding
common stock or any class or series of our outstanding preferred stock. These ownership limits and other restrictions could have the
effect of discouraging a takeover or other transaction in which holders of our common stock might receive a premium for their shares
over the then prevailing market price or which holders might believe to be otherwise in their best interests.

 We
cannot assure you that our common shares and our Series A Preferred Stock will remain listed on the NYSE American.

 Our
common shares and our Series A Preferred shares are currently listed on the NYSE. To our knowledge, The NYSE American has not approved
for listing any U.S.-based REITs engaged in the ownership of cannabis-related properties, other than Innovative Industrial Properties,
Inc. (NYSE: IIPR), a cannabis-focused real estate investment trust listed in late 2016 just prior to the nomination of former Attorney
General Sessions. Although we currently believe we meet the maintenance listing standards of the NYSE American, we cannot assure you
that we will continue to meet those standards, or that the NYSE American will not seek to delist our common shares or Series A Preferred
shares as a result of our entry into lease agreements with licensed U.S. cannabis cultivators. If our common shares or Preferred shares
are delisted from the NYSE American, then our common shares and our Series A Preferred Stock will trade, if at all, only on the over-the-counter
market, such as the OTCQB or OTCQX trading platforms, and then only if one or more registered broker-dealer market makers comply with
quotation requirements. Any potential delisting of our common shares from the NYSE American could, among other things, depress our share
price, substantially limit liquidity of our common shares and materially adversely affect our ability to raise capital on terms acceptable
to us, or at all.

 The
U.S. federal government's approach towards cannabis laws may be subject to change or may not proceed as previously outlined.

 In
an effort to provide guidance to U.S. federal law enforcement, under former President Barak Obama, the U.S. Department of Justice (the
"DOJ"), released a memorandum on August 29, 2013 entitled "Guidance Regarding Marijuana Enforcement" from former
Deputy Attorney General James Cole (the "Cole Memorandum"). The Cole Memorandum sought to limit the use of the U.S. federal
government's prosecutorial resources by providing United States attorneys ("U.S. Attorneys") with certain priorities
(the "Cole Priorities") on which to focus their attention in states that have established cannabis programs with regulatory
enforcement systems. U.S. Attorneys were required to adhere to the Cole Priorities until the rescission of the Cole Memorandum in January
2018.

 While
the rescission of the Cole Memorandum did not create a change in U.S. federal law, as the Cole Memorandum was policy guidance and not
law, the revocation removed the DOJ's guidance to U.S. Attorneys that state-regulated cannabis industries substantively in compliance
with the Cole Memorandum's guidelines should not be a prosecutorial priority. Accordingly, the rescission added to the uncertainty
of U.S. federal enforcement of the CSA in states where cannabis use is regulated. Pursuant to his rescission of the Cole Memorandum,
former Attorney General Jeffrey B. Sessions also issued a one-page memorandum known as the "Sessions Memorandum." According
to the Sessions Memorandum, the Cole Memorandum was "unnecessary" due to existing general enforcement guidance adopted in
the 1980s, as set forth in the U.S. Attorney's Manual (the "USAM"). The USAM enforcement priorities, like those of
the Cole Memorandum, are also based on the U.S. federal government's limited resources, and include "law enforcement priorities
set by the Attorney General," the "seriousness" of the alleged crimes, the "deterrent effect of criminal prosecution,"
and "the cumulative impact of particular crimes on the community." To date, U.S. Attorney General William Barr has not issued
statements or guidance in his official capacity since becoming Attorney General with respect to the medical or adult-use of cannabis,
although in his confirmation hearings he indicated that he believed that rescinding the Cole Memorandum was a mistake.

 The
United States House of Representatives passed an amendment to the Commerce, Justice, Science, and Related Agencies Appropriations Bill
(currently known as the "Joyce Amendment" and formerly known as the "Rohrabacher-Blumenauer Amendment"), which
funds the DOJ. Under the Joyce Amendment, the DOJ is prohibited from using federal funds to prevent states "from implementing their
own State laws that authorize the use, distribution, possession, or cultivation of medical marijuana." In particular, the Joyce
Amendment only prohibits the use of federal funds to prosecute individuals and businesses operating cannabis companies in compliance
with state laws regulating the medical use of cannabis and does not apply to adult-use cannabis operations. The Joyce Amendment must
be renewed each federal fiscal year and was subsequently renewed by the U.S. Congress ("Congress"). There can be no assurance
that Congress will further renew the Joyce Amendment in the future.

 The
U.S. federal government's approach towards cannabis and cannabis-related activities remains uncertain. If the Joyce Amendment is
not renewed in the future, and/or until the U.S. federal government amends the laws and its enforcement policies with respect to cannabis,
there is a risk that the DOJ and other U.S. federal agencies may utilize U.S. federal funds to enforce the CSA in states with a medical
and adult-use cannabis program, which could have a material adverse effect on our current and future cannabis tenants.

 Furthermore,
while we have acquired and may acquire additional cannabis facilities with the intent to lease those facilities for the cultivation and
processing of medical-use cannabis facilities, our lease agreements do not prohibit our cannabis tenant from cultivating and processing
cannabis for adult use, provided that such tenant complies with all applicable state and local rules and regulations. Certain of our
tenants may opt to cultivate adult-use cannabis in our medical-use cannabis facilities, which may in turn subject our cannabis tenant,
us and our properties to federal enforcement actions.

 and
could result in our inability to implement our business plan.

 We
currently, and may in the future, have assets held at financial institutions that may exceed the insurance coverage offered by the Federal
Deposit Insurance Corporation, the loss of such assets would have a severe negative affect on our operations and liquidity.

 We
may maintain our cash assets at certain financial institutions in the U.S. in amounts that may be in excess of the Federal Deposit Insurance
Corporation ("FDIC") insurance limit of $250,000. In the event of a failure of any financial institutions where we maintain
our deposits or other assets, we may incur a loss to the extent such loss exceeds the FDIC insurance limitation, which could have a material
adverse effect upon our liquidity, financial condition and our results of operations.

 Risks Related to Regulation

 Laws,
regulations and the policies with respect to the enforcement of such laws and regulations affecting the cannabis industry in the United
States are constantly changing, and we cannot predict the impact that future regulations may have on us.

 Medical
and adult-use cannabis laws and regulations in the United States are complex, broad in scope, and subject to evolving interpretations.
As a result, compliance with such laws and regulations could require us to incur substantial costs or alter certain aspects of our business.
Violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and may have a material
adverse effect on certain aspects of our planned operations. Further, regulations may be enacted in the future that will be directly
applicable to certain aspects of our cannabis-related activities. We cannot predict the nature of any future laws, regulations, interpretations
or applications, especially in the United States, nor can we determine what effect additional governmental regulations or administrative
policies and procedures, when and if promulgated, could have on our business.

 Currently,
there are 33 states plus the District of Columbia and certain U.S. territories that have laws and/or regulations that recognize, in one
form or another, consumer use of cannabis in connection with medical treatment. Of those, 11 states plus the District of Columbia and
certain U.S. territories have laws and/or regulations that permit the adult-use of cannabis. As cannabis is classified as a Schedule
I substance under the CSA, U.S. federal laws and regulations prohibit a range of activities regarding cannabis. Unless and until Congress
amends the CSA with respect to cannabis (the timing and scope of which is not assured and hard to predict), there is a risk that governmental
authorities in the United States may enforce current U.S. federal law, and we may, through our business activities, be deemed to be operating
in direct violation of U.S. federal law. Accordingly, active enforcement of the current U.S. federal regulatory position on cannabis
could have a material adverse effect on us. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings,
and stated policy remains uncertain, and any regulations prohibiting the use of cannabis, or prohibiting cannabis-related activities,
could have an adverse effect on our business, financial condition and results of operations.

 In
addition, relevant state or local rules and regulations may be amended or repealed, or new rules and regulations may be enacted in the
future to eliminate prohibiting the cultivation, processing and dispensing of cannabis. If our cannabis tenants, or any future cannabis
tenants, are forced to cease operations, we would be required to replace such tenant with one that is not engaged in the cannabis industry,
who may pay significantly lower rents. Any changes in state or local laws that reduce or eliminate the ability to cultivate and produce
cannabis would likely result in a high vacancy rate for the kinds of properties that we seek to acquire, which would depress our lease
rates and property values. In addition, we would realize an economic loss on any and all improvements made to properties that were to
be used in connection with cannabis cultivation and processing.

 We
may be subject to anti-money laundering laws and regulations in the United States.

 Financial
transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution under the U.S. money laundering,
financial recordkeeping and proceeds of crime, including the U.S. Currency and Foreign Transactions Reporting Act of 1970 (the "Bank
Secrecy Act"), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001.

 The
Financial Crimes Enforcement Network ("FinCEN"), a bureau within the U.S. Department of the Treasury primarily charged with
administering and enforcing the Bank Secrecy Act, previously issued a memorandum providing instructions to banks seeking to provide services
to cannabis-related businesses (the "FinCEN Memorandum"). The FinCEN Memorandum states that in some circumstances, it is
permissible for banks to provide services to cannabis-related businesses without risking prosecution for violation of U.S. federal money
laundering laws, and explicitly refers to the Cole Priorities. As discussed above, the Cole Memorandum was rescinded in January 2018
and the decision to prosecute was left to the discretion of each U.S. Attorney in each district. As a result, it is unclear at this time
whether the current administration will follow the guidelines of the FinCEN Memorandum and whether Attorney General Barr will reinstate
the Cole Priorities, adopt a different enforcement policy or take no action at all. Treasury Secretary Steven Mnuchin did state, following
rescission of the Cole Memorandum, that the FinCEN Memorandum remains in place. If any of our investments, or any proceeds thereof, any
dividends or distributions therefrom, or any profits or revenues accruing from such investments in the United States were found to be
in violation of anti-money laundering laws or otherwise, such transactions may be viewed as proceeds of crime, including under one or
more of the statutes discussed above. Any property, real or personal, and its proceeds, involved in or traceable to such a crime is subject
to seizure by and forfeiture to governmental authorities. Any such seizure, forfeiture or other action by law enforcement regarding our
assets could restrict or otherwise jeopardize our ability to declare or pay dividends or effect other distributions, and could have a
material adverse effect on our business, financial condition and results of operations.

 Litigation,
complaints, enforcement actions and governmental inquiries could have a material adverse effect on our business, financial condition
and results of operations.

 Our
participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions and governmental inquiries.
Litigation, complaints, enforcement actions and governmental inquiries could consume considerable amounts of our financial and other
resources, which could have a material adverse effect on our sales, revenue, profitability, and growth prospects.

 Litigation,
complaints, enforcement actions and governmental inquiries could result from cannabis-related activities in violation of federal law,
including, but not limited to, the Racketeer Influenced Corrupt Organizations Act ("RICO"). RICO is a U.S. federal statute
providing criminal penalties in addition to a civil cause of action for acts performed as part of an ongoing criminal organization. Under
RICO, it is unlawful for any person who has received income derived from a pattern of racketeering activity, to use or invest any of
that income in the acquisition of any interest, or the establishment or operation of, any enterprise that is engaged in interstate commerce.
RICO also authorizes private parties whose properties or businesses are harmed by such patterns of racketeering activity to initiate
a civil action against the individuals involved. Recently, a number of RICO lawsuits have been brought by neighbors of state-licensed
cannabis farms, who allege they are bothered by noise and odor associated with cannabis production, which has also led to decreased property
values. By alleging that the smell of cannabis interferes with the enjoyment of their property and drives down their property value,
plaintiffs in these cases have effectively elevated common law nuisance claims into federal RICO lawsuits. These lawsuits have named
not only the cannabis operator, but also supply chain partners and vendors that do not directly handle or otherwise "touch"
cannabis. To our knowledge, none of these cases has been entirely dismissed at the pleadings stage, and we cannot be certain how the
courts will rule on cannabis-related RICO lawsuits in the future. If a property owner were to assert such a claim against us, we may
be required to devote significant resources and costs to defending ourselves against such a claim, and if a property owner were to be
successful on such a claim, our cannabis tenant may be unable to continue to operate its business in its current form at the property,
which could materially adversely impact such tenant's business and the value of our property, our business and, financial condition
and results of operations.

 Further,
although we are not currently subject to any litigation, from time to time in the normal course of our business operations, we, or any
of our subsidiaries, may become subject to litigation, complaints, enforcement actions and governmental inquiries that may result in
liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations
are required. The cost to defend such litigation, complaints, actions or inquiries may be significant and may require a diversion of
our resources. There also may be adverse publicity associated with such litigation, complaints, actions or inquiries that could negatively
affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable.
Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment
or other liability in excess of our insurance coverage for any claims could have a material adverse effect on our business, financial
condition and results of operations.

 State
and local regulation of cannabis may negatively impact our properties and the viability of tenant operations related thereto.

 Due
to the illegal status of cannabis at the national level, the power to regulate the market through licensing, taxes, and other instruments
lies with state and local governments. Increasing licensing costs and permitting requirements, excise tax, and limiting plant count are
just a few of the ways that the viability of our tenants can be threatened, and, in turn, the value of our properties could fall.

 We
and our cannabis tenants may have difficulty accessing the service of banks, which may make it difficult for us and for them to operate.

 Financial
transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution under the U.S. federal anti-money
laundering statutes, unlicensed money transmitter statutes and the Bank Secrecy Act. As noted above, guidance issued by FinCEN clarifies
how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy
Act. Furthermore, since the rescission by U.S. Attorney General Jefferson B. Sessions on January 4, 2018 of the Cole Memorandum, U.S.
federal prosecutors have had greater discretion when determining whether to charge institutions or individuals with any of the financial
crimes described above based upon cannabis-related activity. As a result, given these risks and their own related disclosure requirements,
despite the guidance provided in the FinCEN Memorandum, most banks remain hesitant to offer banking services to cannabis-related businesses.
Consequently, those businesses involved in the cannabis industry continue to encounter difficulty establishing or maintaining banking
relationships.

 While
we do not presently have challenges with our banking relationships, should we have an inability to maintain our current bank accounts,
or the inability of our cannabis tenants to maintain their current banking relationships, it would be difficult for us to operate our
business, may increase our operating costs, could pose additional operational, logistical and security challenges and could result in
our inability to implement our business plan.

 Item
1B. Unresolved Staff Comments.

 None

 Item
1C. Cybersecurity.

 We
maintain a cyber risk management protocol designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. We have
undertaken, on an annual basis, to conduct an assessment of our cyber risk management processes and controls to identify, quantify, and
categorize material cyber risks. In addition, we have developed a risk mitigation plan to address such risks, and where necessary, remediate
potential vulnerabilities identified through the annual assessment process.

 We
employ a risk management strategy for the assessment, identification and management of material risks stemming from cybersecurity threats.
Our methodologies involve a systematic evaluation of potential threats, vulnerabilities, and their potential impacts on our organization's
operations, data, and systems. Our cybersecurity risk management program includes:

 Risk
 assessments designed to help identify material cybersecurity risks to our critical systems, and our IT environment;

 The
 use of external service providers to assess, test or otherwise assist with aspects of our security controls;

 Cybersecurity
 awareness training of our employees and senior management including consultation with third parties as deemed necessary;

 A
 cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

 We
 design and assess our program using the National Institute Cybersecurity Framework ("NIST CSF") as a set of guiding principles.

 Our management team is responsible for oversight and
administration of our cyber risk management protocol, and for informing relevant stakeholders regarding the prevention, detection, mitigation,
and remediation of cybersecurity incidents. Our management team does not have prior experience administrating
cybersecurity initiatives and processes, but intends to rely on threat intelligence as well as other information obtained from governmental,
public or private sources and, if necessary, third-party consultants providing cyber risk services. Our Audit Committee also provides
oversight of risks from cybersecurity threats, and specifically reviews and discusses our policies regarding information technology security
and protection from cyber risks.

 Our
third-party service providers are primarily responsible for the security of their own information technology environments and in certain
instances we rely significantly on third-party service providers to supply and store our sensitive data in a secure manner. All of these
third parties face potential risks relating to cybersecurity similar to ours which could disrupt their businesses and therefore adversely
impact us. While we provide guidance and specific requirements in some cases, we do not directly control any of these parties'
information technology security operations, or the amount of investment they place in guarding against cybersecurity threats. Accordingly,
we are subject to any flaw or breaches to their information technology systems, or those which they operate for us, which could have
a material adverse effect on our financial condition or results of operations.

 We
face risks from cybersecurity threats that could have a material adverse effect on our business, financial condition, results of operations,
cash flows or reputation. We acknowledge that the risk of cyber incidents is prevalent in the current threat landscape and that a future
cyber incident may occur in the normal course of its business. To date, we have not had a cybersecurity incident. We proactively seek
to detect and investigate unauthorized attempts and attacks against our IT assets, data, and services, and to prevent their occurrence
and recurrence where practicable through changes or updates to internal processes and tools and changes or updates to service delivery;
however, potential vulnerabilities to known or unknown threats will remain. Further, there is increasing regulation regarding responses
to cybersecurity incidents, including reporting to regulators, investors, and additional stakeholders, which could subject us to additional
liability and reputational harm. See Item 1A. "Risk Factors" for more information on cybersecurity risks.

 Item
2. Properties.

 As
of December 31, 2023, our portfolio consisted of a total of approximately 112 miles of railroad infrastructure plus branch lines and
related real estate, approximately 501 acres of fee simple land leased to a number of utility scale solar power generating projects with
an aggregate generating capacity of approximately 88 Megawatts ("MW"), and approximately 256 acres of land with approximately
2,162,000 square feet of existing or partially complete greenhouse/processing space.

 As
of December 31, 2023, the Trust considered Desert Hot Spring (CA), Walsenburg (CO), Vinita (OK),
Maverick 14 (Ordway, CO), Tamarack 4 and 5 (Ordway, CO), Sherman 6 (Ordway, CO), Tamarack 14 (Ordway, CO), Tamarack 13 (Ordway, CO),
Maverick 1 (Ordway, CO) and Salisbury (MA) as Assets Held for Sale. See Note 8 of our Financial Statements for discussion of impairments
and of our assets held for sale.

 Below
is a chart that summarizes our properties owned as of December 31, 2023:

 Property Type/Name

 Acres

 Size 1

 Gross Book Value 3

 Railroad Property

 P&WV - Norfolk Southern

 112 miles

 $
 9,150,000

 Solar Farm Land

 Massachusetts

 PWSS 7,9

 5.7

 1,005,538

 California

 PWRS

 82.0

 9,183,548

 Solar Total

 87.7

 $
 10,189,086

 Greenhouse - Cannabis

 Ordway, Colorado

 Maverick 1 4,6,7

 5.20

 16,416

 1,594,582

 Tamarack 18 4,6

 2.11

 12,996

 1,075,000

 Maverick 14 4,6,7

 5.54

 26,940

 1,908,400

 Sherman 6 - Green Street/Chronic 5,6,7,9

 5.00

 26,416

 1,995,101

 Tamarack 7 4,6

 4.32

 18,000

 1,364,585

 Tamarack 7 (MIP) 5

 636,351

 Tamarack 19 4,6

 2.11

 18,528

 1,311,116

 Tamarack 8 - Apotheke 5,6

 4.31

 21,548

 2,061,542

 Tamarack 14 4,6,7,9

 2.09

 24,360

 2,252,187

 Tamarack 13 4,6,7

 2.37

 9,384

 1,031,712

 Tamarack 3 4,6

 2.20

 24,512

 2,080,414

 Tamarack 27 and 28 4,6

 4.00

 38,440

 1,872,340

 Sherman 21 and 22 2,4,6

 10.00

 24,880

 1,782,136

 Maverick 5 - Jacksons Farms 5,6

 5.20

 15,000

 1,358,634

 Tamarack 4 and 5 4,6,7

 4.41

 27,988

 2,239,870

 Walsenburg, Colorado 4,6,7

 35.00

 102,800

 4,219,170

 Desert Hot Springs, California 6,7

 0.85

 37,000

 7,685,000

 Vinita, Oklahoma 4,6,7

 9.35

 40,000

 2,593,313

 Marengo Township, Michigan 4

 61.14

 556,146

 24,171,151

 Greenhouse - Food Crop

 O'Neill, Nebraska 4

 90.88

 1,121,153

 9,350,000

 Greenhouse Total

 256.08

 2,162,507

 $
 72,582,605

 Total Portfolio (Real Estate Owned)

 $
 91,921,691

 Mortgage Loan 8

 $
 850,000

 20,673,182

 Depreciation and Amortization

 6,739,995

 Net Book Value Net of Impairment, Depreciation and Amortization

 $
 65,358,514

 Solar Farm Land size represents Megawatts and CEA property size represents greenhouse square feet

 Building structure construction incomplete

 Gross Book Value for our Greenhouse Portfolio represents purchase price (excluding capitalized acquisition costs) plus improvements
 costs

 4 Property
 is vacant

 5 Tenant
 is not current on rent/in default

 6 An
 impairment has been taken against this asset

 7 Asset
 held for sale

 8 Loan
 secured by a second mortgage related to property in Maine sold on November 1, 2023

 9 Property
 sold after December 31, 2023 - see Note 13 Subsequent Events

 Railway
Property

 Pittsburgh
& West Virginia Railroad ("P&WV"), a wholly owned subsidiary, is a business trust organized under the laws of Pennsylvania
which owns railroad assets that are currently leased to Norfolk Southern Railway ("NSC") pursuant to a 99-year lease that
became effective in 1964 and is subject to an unlimited number of 99-year renewal periods under the same terms and conditions, including
annual rent payments, at the option of NSC (the "Railroad Lease"). Norfolk Southern Corporation has an investment grade rating
of BBB+ by S&P Global Ratings. P&WV's assets consist of a railroad line of approximately 112 miles in length plus branch
lines, extending through Connellsville, Washington and Allegheny Counties in the Commonwealth of Pennsylvania, through Brooke County
in the State of West Virginia and through Jefferson and Harrison Counties in the State of Ohio, to Pittsburgh Junction in Harrison County,
Ohio. There are also branch lines that total approximately 20 miles in length located in Washington and Allegheny Counties in Pennsylvania
and Brooke County in West Virginia. NSC pays P&WV base cash rent of $915,000 per year, payable in quarterly installments.

 Solar
Properties

 PW
Salisbury Solar, LLC ("PWSS") is a Massachusetts limited liability company and a wholly owned subsidiary of the Trust,
that until January 30, 2024 owned approximately 54 acres of land located in Salisbury, Massachusetts that was leased by Power REIT
to a 5.7 Megawatts (MW) utility scale solar farm. Pursuant to the lease agreement, PWSS' tenant pays rent of $80,800 cash for
the year December 1, 2012 to November 30, 2013, with a 1.0% escalation in each corresponding year thereafter. Rent was payable to
Power REIT quarterly in advance and was recorded by Power REIT for accounting purposes on a straight-line basis with $89,494 having
been recorded during the year ended December 31, 2023. The PWSS property was sold on January 30, 2024 (see Note 13 Subsequent Events
in the notes to the financial statements contained elsewhere in this Annual Report).

 PW
Regulus Solar, LLC ("PWRS") is a California limited liability company and a wholly owned subsidiary of the Trust that owns
approximately 447 acres of land leased to a utility scale solar farm with an aggregate generating capacity of approximately 82 Megawatts
in Kern County, California near Bakersfield. PWRS's lease was structured to provide it with initial quarterly rental payments until
the solar farm achieved commercial operation which occurred on November 11, 2014. During the primary term of the lease which extends
for 20 years from achieving commercial operations, PWRS receives an initial annual rent of approximately $735,000 per annum which grows
at 1% per annum. The lease is a "triple net" lease with all expenses to be paid by the tenant. At the end of the primary
term of the lease, the tenant has three options to renew the lease for 5-year terms in the first two options, and 4 years and 11 months
in the third renewal option. Rent during the renewal option periods is to be calculated as the greater of a minimum stated rental amount
or a percentage of the total project-level gross revenue. The acquisition price, not including transaction and closing costs, was approximately
$9.2 million. For the twelve months ended December 31, 2023, PWRS recorded rental income of $803,117.

 CEA
Greenhouse Properties – Cannabis Related

 Colorado
Portfolio

 From
July 2019 to June 2021, through a series of wholly owned indirect subsidiaries, the Trust acquired a number of properties located in
Ordway, Colorado for the development of greenhouse cannabis cultivation facilities. The total size of the Ordway, Colorado portfolio
is approximately 59 acres and approximately 300,000 square feet of greenhouse and related structures have been constructed for a total
investment of approximately $24 million. Each property was acquired based on entering into a triple-net lease with a cultivation operator.
A significant portion of the Ordway portfolio is vacant and the Trust is seeking to sell or re-tenant these properties. The Trust has
taken an impairment against the Ordway, CO assets.

 On
May 21, 2021, through a wholly owned indirect subsidiary, the Trust purchased a 35-acre property that includes greenhouses plus processing/auxiliary
facilities ("Walsenburg Property") approved for cannabis cultivation in Huerfano County, Colorado. PW Walsenburg's
total capital investment as of December 31, 2023 is approximately $4.2 million. Concurrent with the acquisition, PW Walsenburg entered
into a 20-year "triple-net" lease (the "Walsenburg Lease") with Walsenburg Cannabis LLC. During 2022, the Trust
recognized revenue of $250,000 related to a security deposit from the tenant and the Walsenburg Property is considered an asset held
for sale as the Trust has initiated an active program to locate a buyer through a third party and the assets are not in operations, therefore,
not generating any rental income and we are evaluating collectability related to the guaranties. No income was recognized for this property
in 2023. The Trust has taken an impairment against the PW Walsenburg assets.

 Unfortunately,
the market for cannabis cultivation in Colorado deteriorated dramatically in 2022 and 2023 and all of the tenants have encountered an
inability to pay contracted rent and are either paying a reduced amount or have vacated the premises.

 California

 On
February 3, 2021, through a wholly owned indirect subsidiary, the Trust acquired an.85 acre property with a 37,000 square foot greenhouse
located in Riverside County, CA (the "Canndescent Property") and the Trust assumed an existing lease. During the fourth quarter
of 2022, the tenant defaulted on the lease and vacated the property. On October 2, 2023 a lease with a replacement tenant was executed
and the tenant is gearing up for operations. As of December 31, 2023, the Canndescent Property is considered held for sale as the Trust
initiated an active program to locate a buyer through a third party. The Trust has taken an impairment against this asset.

 Oklahoma

 On
June 11, 2021, through a wholly owned subsidiary, the Trust purchased a 9.35-acre property that includes approximately 40,000 square
feet of greenhouse space, 3,000 square feet of office space and 100,000 square feet of fully fenced outdoor growing space including hoop
houses ("Vinita Property") that was approved for medical cannabis cultivation in Craig County, OK. Concurrent with the acquisition,
PW Vinita entered into a 20-year "triple-net" lease with VinCann LLC ("VC LLC") to operate a cannabis cultivation
facility. During the second quarter of 2022, the tenant defaulted on the lease and revenue recognition is currently being handled on
a cash-basis but no revenue is expected as the tenant has ceased operations and we are evaluating collectability related to the guaranties.
The Trust has taken an impairment against this asset.

 Michigan

 On
September 3, 2021, Power REIT, through a wholly owned indirect subsidiary, PW MI CanRE Marengo, LLC, ("PW Marengo"), completed
the acquisition of a 556,146 square foot greenhouse cultivation facility on a 61.14-acre property in Marengo Township, Michigan ("Marengo
Property").

 Concurrent
with the acquisition, PW Marengo entered into a 20-year "triple-net" lease (the "Marengo Lease") with Marengo
Cannabis, LLC ("MC") for the operation of a cannabis cultivation facility.

 As
previously announced, cannabis licensing at the Marengo Township greenhouse cultivation facility was delayed based on a dispute with
Marengo Township Building Official ("BO"). The BO has taken the position that changing the plant grown in the greenhouse
to cannabis would require building permits and a Certificate of Occupancy for the existing structure which previously did not require
any. On November 21, 2022, representatives of Power REIT met with the Marengo Township Construction Board of Appeals which has agreed
to allow the project to proceed as follows:

 The
 existing greenhouse portion of the facility was granted the following variances:

 A
 variance from the Energy Code requirements

 A
 variance from fire suppression consistent with the conclusion of the Michigan Bureau of Fire Services

 A
 variance related to egress requirements consistent with the conclusion of the Michigan Bureau of Fire Services

 Building
 permits may be required for modifications to the structure but not for the pre-existing structure itself

 We
continue to work on a strategy related to seeking the required permits for some work that has been completed or is in process after which
we could receive a Certificate of Occupancy for cannabis cultivation purposes but the process the process with Marengo Township remains
quite challenging. There can be no assurance that Marengo Township will ultimately approve proceeding with cannabis cultivation at this
property or do so on terms that are economically feasible given the current state of the market.

 Unfortunately,
the market for cannabis has compressed dramatically in Michigan over the course of 2022 and 2023. This greenhouse property would be the
largest cultivation facility in Michigan if put into operation for cannabis and would have the potential to produce a significant percentage
of the overall Michigan cannabis market opportunity. The Trust is currently evaluating alternatives for this asset included but not limited
to: (i) restructuring the lease with the original Tenant, (ii) finding a replacement tenant interested in the cultivation of cannabis
at the property, or (iii) finding a replacement tenant interested in the cultivation of produce at the property, or (iv) the sale of
the property. There can be no assurance as to how long this process will take.

 CEA
Greenhouse Properties – Food Related

 Nebraska

 On
March 31, 2022, Power REIT, through a wholly owned subsidiary, completed its first acquisition with the focus on the cultivation of food
crops. The property consists of an approximately 1.1 million square foot greenhouse cultivation facility on an approximately 86-acre
property and a separate approximately 4.88-acre property with a 21-room employee housing building. Simultaneous with the acquisition,
the subsidiary entered into a 10-year "triple-net" lease (the "MillPro Lease") with Millennium Produce of Nebraska
LLC ("MillPro"), a subsidiary of Millennium Sustainable Ventures Corp., of which David Lesser is CEO and Chairman. During
2022, MillPro operated the Facility for the cultivation of tomatoes. During the third quarter of 2022, the tenant defaulted on the lease
by not paying rent that was due and revenue recognition is currently being handled on a cash-basis but no rental income is expected as
the tenant has ceased operations at the property.

 Unfortunately,
the market for tomatoes compressed and the tenant was unable to meet its financial obligations and has vacated the property. We have
been actively exploring alternatives to secure a new tenant to put the facility back into operation and the potential to sell the MillPro
Facility. In February of 2024, our subsidiary entered into a 20 year triple-net lease with an initial rent of $1 million per year after
a 6 month deferred rent period along with a Letter of Intent to purchase the property for $9.2 million with a deadline of December 31,
2024. There can be no assurance that the tenant will perform on either the Lease or Purchase.

Concentration

 The
Trust's revenue is highly concentrated. For the fiscal year ended 2023, Power REIT collected approximately 84% of its consolidated
revenue from two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 45% and 39% of consolidated
revenue respectively. For the fiscal year ended 2022, Power REIT collected approximately 57% of its consolidated revenue from four properties.
The tenants are NorthEast Kind Assets, LLC ("Sweet Dirt"), Fiore Management LLC ("Canndescent"), Norfolk Southern
Railway and JAB Industries, Ltd ("JAB"), which represent 22%, 10%, 11% and 14% of consolidated revenue respectively.

 Item
3. Legal Proceedings.

 We
are, from time to time, the subject of claims and suits arising out of matters related to our business. In general, litigation claims
can be expensive, and time consuming to bring or defend against and could result in settlements or damages that could significantly affect
financial results. It is not possible to predict the final resolution of the current litigation to which we are party to, and the impact
of certain of these matters on our business, results of operations, and financial condition could be material. Regardless of the outcome,
litigation has adversely impacted our business because of defense costs, diversion of management resources and other factors.

 On
January 15, 2022, Power REIT's subsidiary, PW CanRe Cloud Nine LLC ("PW Cloud Nine"), filed for the eviction of its
tenant Cloud Nine for failure to pay rent when due in District Court, Crowly County, Colorado and a judgement against Cloud Nine and
the lease guarantor for unpaid rent. On February 11, 2022 the court granted a Writ of Restitution for the eviction of Cloud Nine LLC
which was appealed but Cloud Nine ultimately agreed to turn over possession of the property. On February 14, 2022, the defendants in
the case filed counterclaims against PW Cloud Nine, Power REIT and David Lesser for: (i) fraudulent misrepresentation, (ii) negligent
misrepresentation and/or concealment, (iii) breach of contract, (iv) breach of the duty of good faith and fair dealing, (v) alter ego/piercing
the corporate veil, and (vi) unjust enrichment. The case was pending in Crowley County Colorado District Court (Case Number: 2022CV8).
On February 13, 2024, the court issued a ruling dismissing all of the counterclaims and granting a default judgement against Cloud Nine
and the guarantor of the lease.

 On
April 8, 2022, JKL2 Inc., Chelsey Joseph, Alan Kane and Jill Lamoureux (collectively the "JKL Parties") filed a complaint
in District Court, Crowley County Colorado (Case Number: 2022CV30009) against PW CO CanRe JKL LLC ("PW JKL"), Power REIT
and David H. Lesser (the "Power REIT parties") and Crowley County Builders, LLC and Dean Hiatt (the "CC Parties").
The JKL Parties are owners of JKL 2 Inc. and have provided personal guaranties of the lease between PW JKL, a wholly owned subsidiary
of Power REIT, and JKL 2, Inc. The complaint is seeking a judgement against the Power REIT Parties for (i) fraudulent inducement and
(ii) breach of duty of good faith and fair dealing and (iii) civil conspiracy and (iv) unjust enrichment. On May 2, 2022, PW CO CanRe
JKL LLC commenced an eviction process against JKL2 Inc. for failure to pay rent when due and has filed counter-claims seeking damages
for unpaid rent including against the guarantors of the lease. The Trust does not believe it has material exposure to the claims brought
by the JKL Parties beyond the costs associated with the litigation. A trial was held in May of 2023 and we are awaiting a ruling from
the court.

 On
November 17, 2023, Anchor Hydro ("Anchor") initiated a complaint, as amended, in the Michigan Circuit Court for the County
of Calhoun (Case No. 2023-3145-CB) against Power REIT, PW MI CanRE Marengo LLC for Breach of Contract, Unjust Enrichment and Account
Stated. The litigation relates to purported work by Anchor at the property owned by PW MI CanRE Marengo LLC in Michigan.

 On
March 13, 2024, East West Bank ("EWB") initiated a complaint in the Superior Court of California, County of Los Angeles (Case
24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co
CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC,
PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE
LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC. The litigation relates to a loan secured by various properties held by
PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint. The complaint is seeking
(i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security
Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated.

 Item
4. Mine Safety Disclosures.

 Not
Applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Trading
Market and Historical Prices

 Our
common shares of $0.001 par value are listed for trading on the NYSE American under the symbol "PW" and our shares of Series
A Preferred Stock are listed for trading on the NYSE American under the symbol "PW.A".

 As
of March 27, 2024, there were approximately 375 registered holders of registrant's common shares.

 Registrar,
Transfer Agent and Disbursing Agent

 The
transfer agent and registrar for our common shares is Broadridge Corporate Issuer Solutions, Inc.

 The
registrar, transfer agent and disbursing agent for dividends and other distributions in respect of our Series A Preferred Stock is Broadridge
Corporate Issuer Solutions, Inc.

 Stock
Issued for Cash

the twelve months ended December 31, 2023 or 2022, we did not issue any securities.

 Distributions

 U.S.
federal income tax law generally requires that a REIT distribute annually to its shareholders at least 90% of its REIT taxable income,
without regard to any deduction for dividends paid and excluding net capital gains, and pay tax at regular corporate rates on any taxable
income that it does not distribute. As of December 31, 2022, our last tax return completed to date, we have a net operating loss of $24.5
million which reduces our taxable net income, thereby reducing the amount we are required to distribute to our shareholders as dividends,
until such Net Operating Losses are exhausted.

 The
timing and frequency of our distributions are authorized and declared by our Board of Trustees based upon a number of factors, including:

 our
 funds from operations;

 our
 debt service requirements;

 our
 taxable income, combined with the annual distribution requirements necessary to maintain REIT qualification;

 tax
 loss carryforwards

 requirements
 of Maryland law;

 our
 overall financial condition; and

 other
 factors deemed relevant by our Board of Trustees.

 Any
distributions that we make will be at the discretion of our Board of Trustees, and there can be no assurance that dividends will be paid
in any particular period or at any particular level, or sustained in future periods based on past timing of payments and payments levels.
Dividends on our Series A Preferred Stock are cumulative and must be paid in full and on a current basis in order for the Trust to pay
dividends on its common shares.

 Issuer
Purchases of Equity Securities

 On
January 19, 2017, the board of trustees approved a stock repurchase program of up to $750,000 and which is approved for both common shares
and preferred shares of the Trust. Purchases made pursuant to the stock repurchase program will be made in the open market, in privately
negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18 of the Exchange Act. The
authorization of the stock repurchase program does not obligate the Trust to acquire any particular amount of common or preferred stock.
The timing, manner, price and amount of any repurchases will be determined by the Trust in its discretion and will be subject to economic
and market conditions, stock price, applicable legal requirements and other factors. The stock repurchase program may be suspended or
discontinued by us at any time and without prior notice.

 As
of December 31, 2023, the Company has not repurchased any shares of stock under the stock repurchase program.

 Sales
of Unregistered Equity Securities

 There
were no unregistered sales of equity securities by us during the year ended December 31, 2023 or 2022.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 Power
REIT's 2020 Equity Incentive Plan (the "Plan"), which superseded the 2012 Equity Incentive Plan, was adopted by the
Board on May 27, 2020 and approved by shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive
Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and
(vii) Other Awards. The Plan's purpose is to secure and retain the services of Employees, Directors and Consultants, to provide
incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be
given an opportunity to benefit from increases in value of the common shares through the granting of awards.

 The
following table provides information regarding our equity compensation plans as of December 31, 2023:

 Number of securities to

 be

 issued upon exercise of outstanding options,

 warrants and rights

 average
 exercise price
 of

 outstanding options,

 warrants and rights

 Number of securities remaining available for future

 issuance

 under

 Plan

 (excluding securities in

 first column) (1)

 Equity compensation plans approved by security holders

 197,500

 13.44

 1,501,295

 Equity compensation plans not approved by security holders

 n/a

 n/a

 n/a

 Total

 197,500

 13.44

 1,501,295

 (1) The number of shares of our common stock reserved
for issuance under the Plan will automatically increase on January 1 of each year, beginning on January 1, 2020 and ending on and including
January 1, 2029, by 12.5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year,
or a lesser number of shares determined by the Board of Trustees.

 Performance
Graph

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required
under this item.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis is based on, and should be read in conjunction with, the Consolidated and Combined Consolidated Financial
Statements and the related notes thereto of the Trust as of and for the years ended December 31, 2023 and December 31, 2022.

 We
are structured as a holding company and owns our assets through twenty-four direct and indirect wholly-owned, special purpose subsidiaries
that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 2023, the
Trust's assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary
Pittsburgh & West Virginia Railroad ("P&WV"), approximately 501 acres of fee simple land leased to a number of utility
scale solar power generating projects with an aggregate generating capacity of approximately 88 Megawatts ("MW") and approximately
256 acres of land with approximately 2,163,000 square feet of existing or under construction CEA properties in the form of greenhouses.

 Our
primary objective is to maximize the long-term value of the Trust for our shareholders. To that end, our business goals are to obtain
the best possible rental income at our properties in order to maximize our cash flows, net operating income, funds from operations, funds
available for distribution to shareholders and other operating measures and results, and ultimately to maximize the values of our properties.

 To
achieve this primary goal, we have developed a business strategy focused on increasing the values of our properties, and ultimately of
the Trust, which includes:

Raising capital by monetizing the embedded value in our portfolio to improve our liquidity position and, as appropriate reducing debt
levels to strengthen our balance sheet;

Selling off non-core properties and underperforming assets;

Seeking to re-lease properties that are vacant or have non-performing tenants

Raising the overall level of quality of our portfolio and of individual properties in our portfolio;

Improving the operating results of our properties; and

 Taking
steps to position the Company for future growth opportunities.

 Improving
Our Balance Sheet by Reducing Debt and Leverage; Maintaining Liquidity

 Leverage

 We
continue to seek ways to reduce our debt and debt leverage by improving our operating performance and through a variety of other means
available to us. These means might include leasing vacant properties, selling properties, raising capital or through other actions.

 Recent
Events

 On
November 1, 2023, a wholly owned subsidiary of Power REIT ("PW SD") sold its interest in a cannabis related greenhouse cultivation
facility located in Maine to an affiliate of its tenant. As previously announced, PW SD had entered into a Purchase and Sale Agreement
related to this property that has been renegotiated based on current circumstances as part of proceeding towards closing. The total consideration
was $4,787,000, of which $3,400,000 was paid in cash, $537,000 was paid in the form of the release of the security deposit held by PW
SD and seller financing in the form of an $850,000 note with an 8.5% interest rate that will accrue until maturity on October 30, 2025.
The note is secured by a second mortgage on the property and certain corporate and personal guarantees. Of the cash proceeds received
from the Sweet Dirt sale, $1,642,187.50 was used to pay down the Greenhouse Loan.

 Capital
Recycling

 In
the later part of 2022, we commenced property reviews to establish a plan for the portfolio and, where appropriate, have been disposing
of and seeking to dispose of properties that we do not believe meet financial and strategic criteria given economic, market and other
circumstances. Disposing of these properties can enable us to redeploy or recycle our capital to other uses, such as to repay debt, to
reinvest in other real estate assets and development and redevelopment projects, and for other corporate purposes. Along these lines,
in 2023 we completed sales of assets for total gross proceeds of approximately $7.3 million. We also have several properties that we
are marketing for sale and/or lease which have been classified as "Assets Held for Sale."

 Improving
Our Portfolio

 We
are currently seeking to refine our property holdings by selling properties and/or re-leasing them in an effort to improve the overall
performance going forward.

 Taking
Steps to Position the Company for Future Growth Opportunities

 We
are taking steps designed to position the Trust to create shareholder value. In connection therewith, we have implemented processes designed
to ensure strong internal discipline in the use, harvesting and recycling of our capital, and these processes will be applied in connection
with seeking to reposition properties.

 We
may continue to seek to acquire, in an opportunistic, selective and disciplined manner, properties that have operating metrics that are
better than or equal to our existing portfolio averages, and that we believe have strong potential for increased cash flows and appreciation
in value. Taking advantage of any acquisition opportunities would likely involve some use of debt or equity capital. We will pursue transactions
that we expect can meet the financial and strategic criteria we apply, given economic, market and other circumstances. In addition, we
are exploring the potential to use our existing corporate structure for strategic transactions including potentially merging assets or
companies with the Trust.

 On
January 6, 2023, a wholly owned subsidiary of Power REIT, sold its interest in five ground leases related to utility scale solar farms
located in Tulare County, California for gross proceeds of $2,500,000. The purchaser is an unaffiliated third party and the price was
established based on an arm's length negotiation. The properties were acquired by Power REIT in 2013 for $1,550,000.

 On
November 1, 2023, a wholly owned subsidiary of Power REIT ("PW SD") sold its interest in a cannabis related greenhouse cultivation
facility located in Maine to an affiliate of its tenant. PW SD had entered into a Purchase and Sale Agreement related to this property
that had been renegotiated as part of proceeding toward closing. The total consideration was $4,787,000, of which $3,400,000 was paid
in cash, $537,000 was paid in the form of the release of the security deposit held by PW SD and seller financing in the form of an $850,000
note with an 8.5% interest rate that will accrue until maturity on October 30, 2025. The note is secured by a second mortgage on the
property and certain corporate and personal guarantees.

 The
sale of the Tulare solar ground leases and the PW SD cannabis related greenhouse cultivation facility are part of a strategic review
as we continue to evaluate alternatives to enhance liquidity and improve our opportunities.

 Results
of Operations

 Results
of Operations for the Year ended December 31, 2023 as compared to the year ended December 31, 2022

during the years ending December 31, 2023 and 2022 was $2,357,695 and $8,517,720, respectively. Revenue during the year ended December
31, 2023, consisted of rental income of $1,139,148, direct financing lease income of $915,000 and other income of $303,547. The decrease
in total revenue was primarily related to a decrease of $5,884,400 in rental income from unrelated parties and to a lesser extent a decrease
in rental income of $578,991 from transactions with related parties, due to defaulted leases related to the challenges within the cannabis
industry. The decrease in revenue is offset by an increase in other income of $303,366. Expenses for the year ended December 31, 2023
decreased $5,154,072 as compared to 2022. This is primarily due to a larger non-cash impairment charge of $16,739,040 in 2022 versus
a non-cash impairment charge of $8,235,136 in 2023. Due to tenant defaults, property maintenance expense increased $1,465,462 and property
tax increased $95,529. Also, general and administrative expense increased $234,113, depreciation expense increased $755,185, interest
expense increased $943,859 offset by a decrease in amortization of intangible assets of $144,316. Other income increased by $893,923
due to a gain on disposal of the Tulare and Sweet Dirt properties netted with debt modification expense of $160,000. Net loss attributable
to common shareholders during the years ended December 31, 2023 and 2022 was $15,018,342 and $14,906,310, respectively. Net loss attributable
to common shareholders increased by $112,032.

 For
the year ended December 31, 2023, we accrued a dividend of our holders of Series A Preferred Stock of $652,829. For the year ended December
31, 2022, we accrued a dividend to our holders of Series A Preferred Stock of 163,207 and paid a cash dividend to our holders of Series
A Preferred Stock of $489,620.

 Our
expenses, other than dividend payments on our Series A Preferred Stock, are for general and administrative expenses, which consist principally
of insurance, legal and other professional fees, consultant fees, NYSE American listing fees, shareholder service company fees and auditing
costs as well as property related expenses that are not covered by tenants.

2023, the Trust's revenue has been concentrated from certain tenants. For the fiscal year ended 2023, Power REIT collected approximately
84% of its consolidated revenue from two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 45%
and 39% of consolidated revenue respectively. For the fiscal year ended 2022, Power REIT collected approximately 57% of its consolidated
revenue from four properties. The tenants are NorthEast Kind Assets, LLC ("Sweet Dirt"), Fiore Management LLC ("Canndescent"),
Norfolk Southern Railway and JAB Industries, Ltd ("JAB"), which represent 22%, 10%, 11% and 14% of consolidated revenue respectively.

 Liquidity
and Capital Resources

 Our
cash and cash equivalents and restricted cash totaled $4,104,884 as of December 31, 2023, an increase of $257,013 from December 31, 2022.
During the year ended December 31, 2023, the increase in cash was primarily due to the proceeds from the sale of the Tulare and Sweet
Dirt properties.

 Our
current loan liabilities totaled approximately $15.5 million as of December 31, 2023. The current loan liabilities include
approximately $14.4 million of a bank loan secured by the majority of the greenhouse portfolio (the "Greenhouse Loan")
and which is non-recourse to the Trust as well as approximately $456,000 of debt secured by a property (Salisbury, MA) that was sold
in early 2024 and the loan was paid off.

 Of
the total amount of cash, approximately $2.2 million is non-restricted cash available for general corporate purposes and $1.9 million
is restricted cash related to the Greenhouse Loan.

 For
the year ended December 31, 2023, the Trust determined that there was substantial doubt as to its ability to continue as a going concern
as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue and increased property
expenses related to the greenhouse portfolio.

 In
early 2024, the Trust sold three properties which should help with liquidity. The net proceeds from the sale of the Salisbury, MA
property was approximately $662,000 of unrestricted cash and the approximately $456,000 loan was retired at closing and is
eliminated from current liabilities. The other sale produced approximately $53,000 of restricted cash and should generate cash flow
from the seller financing provided that should help with liquidity to service the Greenhouse Loan.

 The
Greenhouse Loan is in default and we continue to try to work with the lender to establish a path forward. However, the Greenhouse
Loan is non-recourse to Power REIT which means that in the event it cannot resolve issues with the lender and they foreclose on the
properties, Power REIT should be able to continue as a going concern albeit with a smaller portfolio of assets. In March 2024, the
lender filed a litigation seeking among other things, foreclosure and appointment of a receiver (See Note 13 Subsequent Events).
Unfortunately, this may lead to distressed sales which would have a negative impact on our prospects.

 As
of the filing date, The Trust's current liabilities far exceed current assets. If the Trust's plan to focus on selling properties,
entering into new leases, improving cash collections from existing tenants and raising capital in the form of debt or equity is effectively
implemented, the Trust's plan could potentially provide enough liquidity. However, the Trust cannot predict, with certainty, the
outcome of its actions to generate liquidity.

 Our
cash outlays at Power REIT (parent company) consist principally of professional fees, consultant fees, NYSE American listing fees, legal,
insurance, shareholder service company fees, auditing costs and general and administrative expenses. Our cash outlays related to our
various property-owning subsidiaries consist principally of principal and interest expense on debts, property maintenance, property taxes,
insurance, legal as well as other property related expenses that are not covered by tenants. To the extent we need to raise additional
capital to meet our obligations, there can be no assurance that financing on favorable terms will be available when needed. If we are
unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments.

 Cash
Flows

 Our
cash and cash equivalents and restricted cash totaled $4,104,884 as of December 31, 2023, an increase of $257,013 from December 31, 2022.
During the year ended December 31, 2023, the primary use of cash was for working capital requirements and financing activities which
was offset by proceeds from the sale of two properties.

the year ended December 31, 2023, our net cash used by operating activities was $2,622,874. During the year ended December 31, 2022,
the Trust's net cash generated by operating activities was $6,840,237. The difference was due to the decrease in net income generated
by tenants defaulting on leases.

the year ended December 31, 2023, our net cash generated in investing activities was $5,228,456. During the year ended December 31, 2022,
the Trust's net cash used in investing activities was $20,955,110. The difference was due to selling two properties in 2023.

the year ended December 31, 2023, our net cash used for financing activities was $2,348,569 which was used to repay principal on long-term
debt. During the year ended December 31, 2022, our net cash generated was $14,791,443 which included $16,000,000 of proceeds from a new
Greenhouse Loan, payments on long-term debt of $674,979, payment of debt issuance costs of $43,958 and payments for dividend payments
to the holders of our Series A Preferred Stock of $489,620.

 Our
cash outlays at Power REIT (parent company) consist principally of professional fees, consultant fees, NYSE American listing fees, legal,
insurance, shareholder service company fees, auditing costs and general and administrative expenses. Our cash outlays related to our
various property-owning subsidiaries consist principally of principal and interest expense on debts, property maintenance, property taxes,
insurance, legal as well as other property related expenses that are not covered by tenants. To the extent we need to raise additional
capital to meet our obligations, there can be no assurance that financing on favorable terms will be available when needed. If we are
unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient cash to fund operations and commitments.

 To
meet our working capital and longer-term capital needs, we rely on cash provided by our operating activities, proceeds received from
the issuance of equity securities, proceeds received from borrowings, which may be secured by liens on assets as well as proceeds from
the sale of assets. Based on our leases in place as of December 31, 2023, we anticipate generating approximately $1,700,000 in cash rent
from PWRS and PWV. In addition, the Trust sold two properties in the first quarter of 2024 for approximately $2,450,000 and is seeking
additional property sales that may occur over the next twelve months. At December 31, 2023, we owed debt in the principal amount of approximately
$36,700,000 of which $14,700,000 relates to PWV, approximately $7,200,000 relates to PWRS, approximately $14,400,000 relates to the Greenhouse
Loan and approximately $500,000 relates to the Salisbury loan that was retired during the first quarter or 2024 from sale proceeds. The
debt service, related to the PWV and the PWRS loans is anticipated to be approximately $700,000 over the next twelve months and the Greenhouse
Loan is currently in default and the subject of litigation so the balance is currently due along with a default rate of interest. To
the extent we need to raise additional capital to meet our obligations, there can be no assurance that financing will be available when
needed on favorable terms.

 Preferred
Stock

2014, the Trust expanded its equity financing activities by offering a series of preferred shares to the public. The Series A Preferred
Stock ranks, as to dividend rights and rights upon liquidation, dissolution or winding up, senior to the Trust's common shares.
Voting rights for holders of Series A Preferred Stock exist only with respect to amendments to the Trust's charter that materially
and adversely affect the terms of the Series A Preferred Stock, the authorization or issuance of equity securities that are senior to
the Series A Preferred Stock and, if the Trust fails to pay dividends on the Series A Preferred Stock for six or more quarterly periods
(whether or not consecutive), the election of two additional trustees to our Board of Trustees. The Trust had previously closed on the
sale of approximately $3,492,000 of its Series A $25 Par Value Preferred Stock pursuant to a public offering prospectus supplement dated
January 23, 2014.

 On
January 7, 2021, the Trust filed Articles Supplementary with the State of Maryland to classify an additional 1,500,000 unissued shares
of beneficial interest, par value $0.001 per share, 7.75% Series A Preferred Stock, such that the Trust now has authorized an aggregate
of 1,675,000 shares of Series A Preferred Stock, all of which shall constitute a single series of Series A Preferred Stock.

 On
February 3, 2021, as part of the closing for the Canndescent (Desert Hot Spring, CA) acquisition, the Trust issued 192,308 shares of
Power REIT's Series A Preferred Stock with a fair value of $5,000,008 less $2,205 of costs.

 The
Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding
indefinitely unless we redeem or otherwise repurchase them or they are converted.

 Preferred
Dividend Arrearages

 As
of December 31, 2023, the Trust has 336,944 aggregate outstanding shares of Series A Preferred Stock of (par value $25.00 per share).
During the year of 2023, the Trust did not declare a dividend on its Series A Preferred Stock. Dividends on the Series A Preferred Shares
are cumulative and therefore will continue to accrue at an annual rate of $0.4844 per share per quarter. As of December 31, 2023, the
cumulative amount of unpaid dividends on our issued and outstanding Series A Preferred Shares totaled approximately $816,000.

 Borrowings

 On
December 31, 2012, as part of the Salisbury land acquisition, PWSS assumed existing municipal financing ("Municipal Debt").
The Municipal Debt has approximately 10 years remaining. The Municipal Debt has a simple interest rate of 5.0% that is paid annually,
due on February 1 of each year. The balance of the Municipal Debt as of December 31, 2023 was approximately $51,000. On January 30, 2024,
the PWSS property was sold and the Municipal Debt was paid off (see Note 13 Subsequent Events).

 In
July 2013, PWSS borrowed $750,000 from a regional bank (the "PWSS Term Loan"). The PWSS Term Loan carries a fixed
interest rate of 5.0% for a term of 10 years and amortizes based on a 20-year principal amortization schedule. The PWSS Term Loan
matured on August 1, 2023 and the bank agreed to provide a 6-month extension of the maturity. The loan is secured by PWSS'
real estate assets and a parent guarantee from the Trust. The balance of the PWSS Term Loan as of December 31, 2023 was
approximately $456,000 (net of approximately $0 of capitalized debt costs). On January 30, 2024, the PWSS property was sold and the
loan was paid off (see Note 13 Subsequent Events).

 On
November 6, 2015, PWRS entered into a loan agreement (the "2015 PWRS Loan Agreement") with a lender for $10,150,000 (the
"2015 PWRS Loan"). The 2015 PWRS Loan is secured by land and intangibles owned by PWRS. PWRS issued a note to the benefit
of the lender dated November 6, 2015 with a maturity date of October 14, 2034 and a 4.34% interest rate. The 2015 PWRS Loan is non-recourse
to Power REIT. The balance of the PWRS Bonds as of December 31, 2023 was approximately $6,957,000 (net of approximately $235,000 of capitalized
debt costs).

 On
November 25, 2019, Power REIT, through a subsidiary, PW PWV Holdings LLC ("PW PWV"), entered into a loan agreement (the "PW
PWV Loan Agreement") with a certain lender for $15,500,000 (the "PW PWV Loan"). The PW PWV Loan is secured by pledge
of PW PWV's equity interest in P&WV, its interest in the Railroad Lease and a security interest in a deposit account (the "Deposit
Account") pursuant to a Deposit Account Control Agreement dated November 25, 2019 into which the P&WV rental proceeds are deposited.
Pursuant to the Deposit Account Control Agreement, P&WV has instructed its bank to transfer all monies deposited in the Deposit Account
to the escrow agent as a dividend/distribution payment pursuant to the terms of the PW PWV Loan Agreement. The PW PWV Loan is evidenced
by a note issued by PW PWV to the benefit of the lender for $15,500,000, with a fixed interest rate of 4.62% and fully amortizes over
the life of the financing which matures in 2054 (35 years). The PW PWV Loan is non-recourse to Power REIT. The balance of the loan as
of December 31, 2023 was approximately $14,412,000 (net of approximately $276,000 of capitalized debt costs).

 On
December 21, 2021, a wholly-owned subsidiary of Power REIT ("PW CanRE Holdings") entered into the Greenhouse Loan with initial
availability of $20 million. The facility is non-recourse to Power REIT and has perfected liens against all of Power REIT CEA portfolio
properties except for the property located in Vinita, OK. On October 28, 2022, the terms of the Greenhouse Loan were amended such that
the amortization period was extended from 5 years to 10 years for the calculation of debt service coverage ratio and a 6-month debt service
payment reserve requirement of $1 million was established. On March 13, 2023 the Greenhouse Loan entered into an additional modification
of which the terms are summarized as follows:

 -

 The
 total commitment is reduced from $20 million to $16 million.

 -

 The
 interest rate is changed to the greater of: (i) 1% above the Prime rate and (ii) 8.75%.

 -

 Monthly
 payments on the Greenhouse Loan will be interest only until maturity.

 -

 A
 portion of the proceeds from the sale of assets within the Borrowing Base for the Greenhouse Loan will be required to pay the outstanding
 loan amount.

 -

 The
 maturity date of the Greenhouse Loan is changed to December 21, 2025.

 -

 The
 Debt Service Coverage ratio will be 1.50 to 1.00 and the test will be performed on an annual basis and is eliminated until the calendar
 year 2024.

 -

 The
 definition of assets included in the Borrowing Base for the Greenhouse Loan no longer eliminates assets where tenants are in default
 for failure to make timely rent payments.

 -

 An
 agreed upon minimum liquidity amount shall be maintained in the amount of $1 million.

 -

 A
 $160,000 fee will be charged by the bank for the modification.

 Debt
issuance expenses of approximately $0 and $44,000 have been capitalized during the twelve months ended December 31, 2023 and 2022, respectively.
Amortization of approximately $264,600 and $44,000 has been recognized for the years ended December 31, 2023 and 2022, respectively and
approximately $46,000 deferred debt issuance costs were re-classed as contra liability upon the loan commitment reduction for the year
ended December 31, 2023; approximately $255,165 deferred debt issuance costs were re-classed as contra liability upon the loan draw for
the year ended December 31, 2022. The balance of the loan as of December 31, 2023 and 2022 is approximately $14,358,000 (net of approximately
$0 of debt costs) and $15,781,000 (net of approximately $219,000 of unamortized debt costs) During the year ended December 31, 2023,
the Trust also recognized $160,000 loan modification expense in connection with the March 13, 2023 modification.

 As
of December 31, 2023, PW CanRe Holdings, LLC has an outstanding balance on the Greenhouse Loan of $14,358,000. The lender has
declared a default which allows for the acceleration of the Greenhouse Loan which is being treated as a current debt obligation. In
March 2024, the lender filed a litigation seeking among other things, foreclosure and appointment of a receiver (See Note 13
Subsequent Events.) There can be no assurance that PW CanRe, LLC Holdings will be able to satisfy the requirements of the lender
which could result in the foreclosure of collateral. Although the Greenhouse Loan is non-recourse to Power REIT, foreclosure of
properties, would result in a significant decrease in assets and potential income to Power REIT.

 The
amount of principal payments remaining on Power REIT's long-term debt as of December 31, 2023 is as follows:

 Total Debt

 2024

 15,529,584

 2025

 755,634

 2026

 797,628

 2027

 841,452

 2028

 887,325

 Thereafter

 17,933,071

 Long term debt

 $
 36,744,694

 Critical
Accounting Estimates

 Critical
accounting policies are those that require the application of management's most difficult, subjective, or complex judgments, often
because of the need to make estimates about the effect of matters that are inherently uncertain and that might change in subsequent periods.
In preparing the consolidated financial statements, management has made estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during
the reporting periods. In preparing the consolidated financial statements, management has utilized available information, including our
past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving
due consideration to materiality. Management has also considered events and changes in property, market and economic conditions, estimated
future cash flows from property operations and the risk of loss on specific accounts or amounts in determining its estimates and judgments.
Actual results may differ from these estimates.

 The
preparation of financial statements in accordance with generally accepted accounting principles requires management to make significant
judgments and estimates to develop certain amounts reflected and disclosed. In many cases, there are alternative policies or estimation
techniques that could be used. We regularly review the application of our accounting policies and evaluate the appropriateness of the
estimates that are required to be made in order to prepare our consolidated financial statements. Typically, estimates may require adjustments
from time to time based on, among other things, changing circumstances and new or better information.

 The
accounting policies that we consider to be our "critical accounting policies" are those that we believe are either the most
judgmental or involve the selection or application of alternative accounting policies, and that in each case are material to our consolidated
financial statements. We believe that our revenue recognition policies meet these criteria. These policies are as follows:

 Asset

 Real
estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of the property might not be recoverable, which is referred to as a "triggering event." A property to
be held and used is considered impaired only if management's estimate of the aggregate future cash flows, less estimated capital
expenditures, to be generated by the property, undiscounted and without interest charges, are less than the carrying value of the property.
This estimate takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects
of demand, competition and other factors.

 If
there is a triggering event in relation to a property to be held and used, the Trust will estimate the aggregate future cash flows, less
estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate
may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of
a long-lived asset are under consideration or when a range of possible values is estimated.

 The
determination of undiscounted cash flows requires significant estimates by management, including the expected course of action at the
balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in
the anticipated action to be taken with respect to the property could impact the determination of whether an impairment exists and whether
the effects could materially affect the Trust's net income. To the extent estimated undiscounted cash flows are less than the carrying
value of the property, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of
the property.

 While
the Trust believes its estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including
market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived
asset is adjusted to an estimate of fair value. In estimating fair value, the Trust uses the sales comparable, income or cost approach
methodology where applicable within appraisal reports. The Trust will record an impairment charge if it believes that there is other
than temporary decline in market value below the carrying value of the investment.

of long-lived assets is required to be recorded as a non-cash operating expense. During the fourth quarter of 2022 and the third quarter
of 2023, the Trust concluded that an impairment of value of certain assets within its CEA portfolio was appropriate based on market conditions.
These impairments also take into account assets held for sale and the write off of the lease of any associated lease intangible. In 2023,
we recorded approximately $8.2 million in non-cash impairment charges. In 2022, we recorded approximately $16.7 million in non-cash impairment
charges. Any decline in the estimated fair values of our assets could result in additional impairment charges in the future. It is possible
that such impairments, if required, could be material. There can be no assurance that the impaired carrying values will equate to the
ultimately realizable value of such assets.

 For
further information, see Note 2 to the consolidated financial statements appearing following Item 16 of this document, which is incorporated
herein by reference.

 Funds
From Operations – Non-GAAP Financial Measures

 We
assess and measure our overall operating results based upon an industry performance measure referred to as Core Funds From Operations
("Core FFO") which management believes is a useful indicator of our operating performance. This Annual Report contains supplemental
financial measures that are not calculated pursuant to U.S. GAAP, including the measure identified by us as Core FFO. The following is
a definition of this measure, an explanation as to why we present it and, at the end of this section, a reconciliation of Core FFO to
the most directly comparable GAAP financial measure. Core FFO is a non-GAAP financial measure and should not be substituted for net income.

 Core
FFO: Management believes that Core FFO is a useful supplemental measure of the Trust's operating performance. Management believes
that alternative measures of performance, such as net income computed under GAAP, or Funds From Operations computed in accordance with
the definition used by the National Association of Real Estate Investment Trusts ("NAREIT"), include certain financial items
that are not indicative of the results provided by the Trust's asset portfolio and inappropriately affect the comparability of
the Trust's period-over-period performance. These items include non-recurring expenses, such as those incurred in connection with
litigation, one-time upfront acquisition expenses that are not capitalized under ASC-805 and certain non-cash expenses, including stock-based
compensation expense amortization and certain up front financing costs. FFO does not include gains and losses on sales of operating real
estate assets or impairment write downs of depreciable real estate, which are included in the determination of net loss in accordance
with GAAP. Accordingly, FFO is not a comprehensive measure of our operating cash flows. Therefore, management uses Core FFO and defines
it as net income excluding such items. Management believes that, for the foregoing reasons, these adjustments to net income are appropriate.
The Trust believes that Core FFO is a useful supplemental measure for the investing community to employ, including when comparing the
Trust to other REITs that disclose similarly adjusted FFO figures, and when analyzing changes in the Trust's performance over time.
Readers are cautioned that other REITs may use different adjustments to their GAAP financial measures than we do, and that as a result,
the Trust's Core FFO may not be comparable to the FFO measures used by other REITs or to other non-GAAP or GAAP financial measures
used by REITs or other companies.

 CORE FUNDS FROM OPERATIONS (FFO)

 Years ended December 31,

 2023

 2022

 $
 2,357,695

 $
 8,517,720

 Net Loss

 $
 (14,365,513
)

 $
 (14,253,483
)

 Stock-Based Compensation

 885,314

 682,259

 Interest Expense - Amortization of Debt Costs

 290,554

 87,430

 Amortization of Intangible Lease Asset

 371,804

 Amortization of Intangible Lease Liability

 -

 (29,776
)

 Depreciation on Land Improvements

 2,260,655

 1,505,470

 Impairment Expense

 8,235,136

 16,739,040

 Gain on sale of property

 (1,053,923
)

 -

 Core FFO Available to Preferred and Common Stock

 (3,520,289
)

 5,102,744

 Preferred Stock Dividends

 (652,829
)

 (652,827
)

 Core FFO Available to Common Shares

 $
 (4,173,118
)

 $
 4,449,917

 Weighted Average Shares Outstanding (basic)

 Core FFO per Common Share

 (1.23
)

 1.32

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk.

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data.

 This
information appears following Item 15 of this document and is incorporated herein by reference.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Management
is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined in Rules 13a- 15(e) of the Exchange
Act) that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to our management as appropriate, to allow timely decisions regarding required
disclosure.

 Our
management assessed the effectiveness of the design and operation of our disclosure controls and procedures. Based on our evaluation,
we believe that our disclosure controls and procedures as of December 31, 2023 were effective. Management and the Audit Committee believe
that that they have established appropriate mechanisms for oversight of the Trust's financial affairs.

in Internal Control over Financial Reporting

 Power
REIT maintains a system of internal accounting controls that is designed to provide reasonable assurance that its books and records accurately
reflect its transactions and that its policies and procedures are followed. There have been no material changes in our internal control
during the year ended December 31, 2023 or thereafter through the date of filing of this document that have materially affected, or are
reasonably likely to materially affect, such controls.

 Management's
Annual Report on Internal Control over Financial Reporting

 The
management of Power REIT is responsible for establishing and maintaining adequate internal control over financial reporting. Power REIT's
internal control system was designed to provide reasonable assurance to management and the trustees regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 All
internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement presentation and preparation. Further, because of changes in conditions,
the effectiveness of internal control may vary over time.

 Management
conducted an evaluation of the effectiveness of Power REIT's internal control over financial reporting based on the framework in
the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that the Trust's internal control over financial reporting was effective as of December
31, 2023.

 This
Annual Report does not include an attestation report of the Trust's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Trust's registered public accounting
firm to pursuant Section 989G of the Dodd-Frank Wall Street and Consumer Protection Act and Section 404(c) of the Sarbanes-Oxley Act
of 2002, as adopted and amended by the SEC, which provides that Section 404(b) of the Sarbanes-Oxley Act is not applicable with respect
to any audit report prepared for an issuer that is neither an accelerated filer nor a large accelerated filer as defined in Rule 12b-2
under the Exchange Act. Pursuant to Rule 12b-2 the Trust is a smaller reporting company and not subject to the internal control over
financial reporting attestation requirements by the Trust's registered independent public accounting firm.

 Item
9B. Other Information.

the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "nonRule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
Applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 BOARD
OF TRUSTEES AND EXECUTIVE OFFICERS OF THE TRUST

 The
following table sets forth information concerning our trustees and executive officers, including their ages as of March 29, 2024. There
are no family relationships among any of our trustees or executive officers.

 Name

 Age

 or

 Officer
 Since

 Position

 David
 H. Lesser

 2009*

 of Board of Trustee,

 Chief
 Executive Officer, Chief Financial Officer, Secretary

 Susan
 P. Hollander

 2020

 Chief
 Accounting Officer

 William
 S. Susman

 2010*

 of Compensation Committee

 of Nominating Committee

 of Special Committee – Related Party Transactions

 of the Audit Committee

 Patrick
 R. Haynes, III

 2011*

 of Nominating Committee

 of Compensation Committee

 of Special Committee – Related Party Transactions

 Dionisio
 J. D'Aguilar

 2022

 of Nominating Committee

 of Audit Committee

 of Special Committee – Related Party Transactions

 *

 Trustees
 of Power REIT since December 2011 and are and have been trustees of Pittsburgh & Virginia Railroad, a wholly owned subsidiary
 of Power REIT, since the dates listed in the table above.

 David
H. Lesser has over 35 years of experience in real estate, including substantial experience creating shareholder value in REITs. Mr.
Lesser is currently, and has been for more than the past 25 years, President of Hudson Bay Partners, LP ("HBP"), an investment
firm focused on real estate, real estate-related situations and alternative energy. Since October 2013, Mr. Lesser has served as Chairman,
CEO and CFO of Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company. Mr. Lesser is co-founder
and CEO of IntelliStay Hospitality Management, LLC a sponsor of investments in hotels. Mr. Lesser has previously held leadership roles
with public REITs, having served as a Senior Vice President of Crescent Real Estate Equities and as a Trustee of Keystone Property Trust.
Prior to his time at Crescent, Mr. Lesser was a Director of Investment Banking at Merrill Lynch & Co. within the real estate finance
group.

 Since
1995, Mr. Lesser has, through HBP, invested in numerous real estate and alternative energy transactions, including a reverse merger transaction
in 1997 that led to the formation of Keystone Property Trust ("Keystone"). Mr. Lesser, as president of HBP, led an investor
group and structured a reverse merger transaction with American Real Estate Investment Corporation to ultimately form Keystone. The transaction
involved an investment of $30 million of cash, the merger of a property management company and the acquisition of a family-owned portfolio
of industrial properties for ownership in the REIT. In addition to initial structuring and equity investment by HBP, Mr. Lesser served
on Keystone's board of trustees until June 2000. Keystone was acquired by Prologis in 2004 for a total enterprise value of $1.4
billion, delivering a compound annual shareholder return of 16.5% from the initial transaction.

 HBP
currently owns Intelligen Power Systems, LLC ("IPS") which is an alternative energy business focused on the manufacturing
and the development of distributed energy projects related to cogeneration.

 Mr.
Lesser holds an M.B.A. from Cornell University and a B.S. in Applied Management and Economics from Cornell University.

 Mr.
Lesser has been Chairman of Power REIT's Board of Trustees, our Chief Executive Officer since December 2011, and our Chief Financial
Officer, Secretary and Treasurer since February 2014. Mr. Lesser has been a trustee of Pittsburgh & West Virginia Railroad, a wholly
owned subsidiary of Power REIT ("P&WV"), from 2009 to the present, Chairman of P&WV's Board of Trustees from
December 2010 to the present and CEO of P&WV from February 2011 to the present.

 We
believe that Mr. Lesser's years of experience as a real estate investor, as a board director and in creating shareholder value
for REITs provide significant benefits to the Trust.

 Susan
P. Hollander is the Chief Accounting Officer of Power REIT and is responsible for strategic accounting, compliance and financial
functions including SEC and statutory filings. She has been working with our CEO, David Lesser, since 2017 as Controller for Intelligen
Power Systems, Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company and IntelliStay Hospitality
Management, LLC, and is increasingly focusing her efforts on Power REIT. Prior to that Ms. Hollander was Controller at Boston Provident,
LP, a long-short, multi asset hedge fund specializing in the financial services industry for over 22 years where she focused primarily
on financial reporting, trading operations, fund accounting and performance reporting. Ms. Hollander has more than 30 years of accounting,
finance and tax experience, primarily within the financial services/real estate industry. In addition, Ms. Hollander has public company
reporting expertise. Ms. Hollander graduated from Binghamton University, State University of New York with a Bachelor of Science in Economics.

 William
S. Susman has over 30 years of investment banking experience, including significant experience in the transportation and railroad
industry. As the former head of Merrill Lynch's Transportation and Consumer Group, Mr. Susman advised numerous railroad clients,
including Burlington Northern, CSX, Kansas City Southern, Norfolk Southern Railways, TMM and Union Pacific. Mr. Susman is currently founder
and CEO of a boutique investment advisory firm, Threadstone Advisors, and has held such position since 2011. Prior to founding Threadstone
Advisors, he was President of Financo, an investment bank focused on retail and consumer goods, where he worked from 2004-2011. Mr. Susman
began his investment banking career at Salomon Brothers, in their transportation group. Mr. Susman sits on the boards of two private
companies: Preferred Fragrances and Jonathan Adler Enterprises. Mr. Susman is a graduate of the University of Michigan, with a B.S. in
Business Administration and a Masters from the Kellogg Graduate School of Management at Northwestern University.

 Mr.
Susman has been a Trustee and Power REIT's Compensation Committee Chairman since December 2011 and has been a member of the
Nominating Committee since August 2012 and in March 2022 was nominated to Chair of the Nominating Committee. Mr. Susman has been a
trustee of P&WV from May 2011 to the present and was P&WV's Compensation Committee Chairperson from August 2011 to
December 2011. Mr. Susman has been a member of the Special Committee – Related Party Transaction since March 2022. In February
of 2024, Mr. Susman was appointed by the Board of Trustees to serve on the Audit Committee.

 We
believe that Mr. Susman's understanding of business, finance and the railroad industry, acquired through over 20 years of investment
banking experience, and his leadership as Chairman of the Compensation Committee and in regard to governance matters, provide significant
benefits to the Trust.

 Patrick
R. Haynes, III is a commercial real estate investment professional with over 15 years of direct real estate private equity and investment
experience across all asset classes. Mr. Haynes has served in the principal capacity on over $125m of commercial real estate investments
and worked on institutional private equity and family office investment teams.

 Mr.
Haynes is currently the founder and managing principal of Jackson River Capital ("JRC"). JRC is a private commercial real
estate holding company that sponsors/co-sponsors commercial real estate investments and platforms seeking to generate attractive risk-adjusted
returns.

 In
2018, Mr. Haynes co-founded Wellness Real Estate Partners (WREP), a private real estate investment platform focused on acquiring real
estate assets NNN leased to behavioral health operators. The model is to provide "PropCo" capital to behavioral health companies,
which have historically operated in a non-institutional sector of the healthcare industry constrained by less mature capital markets.
As a result, without access to more efficient capital market execution (i.e. lower cost funding), the stronger behavioral health service/care
providers have been restricted in their ability to grow. This ultimately hurts the communities they serve.

 Immediately
prior to founding Wellness Real Estate Partners, Mr. Haynes co-founded and ran a hospitality investment platform focused on aggregating
franchised selected service hotels located in secondary and tertiary US markets. Prior to this venture, Mr. Haynes was employed by Alliance
Partners HSP ("Alliance"), an opportunistic real estate investment and development company.

 Prior
to joining Alliance in 2013, Mr. Haynes worked for the Rockefeller Group Investment Management Corp. ("RGIM"). At RGIM he
was responsible for the financial analysis for RGIM's corporate acquisitions and direct real estate investments and supported institutional
fundraising and business development. Mr. Haynes began his career at Lehman Brothers in 2007 in the Real Estate Private Equity Group
where he performed financial analysis, market research and due diligence for over $2.0 billion in potential real estate acquisitions
across all asset classes nationally. Mr. Haynes supported the successful fund management led buyout of Lehman's real estate private
equity funds' advisory business, responsible for the management of approximately $18 billion in real estate assets globally. Mr.
Haynes remained with the go-forward venture created by the fund's management, Silverpeak Real Estate Partners ("Silverpeak"),
until joining RGIM.

 Mr.
Haynes received a Bachelor of Arts in U.S. History from Brown University.

 Mr.
Haynes has been a Trustee and a member of Power REIT's Compensation Committee since December 2011 and a Member of the Nominating
Committee since August 2012. Mr. Haynes has been a trustee of P&WV from May 2011 to the present and was a member of P&WV's
Compensation Committee from August 2011 to December 2011 and a member of P&WV's Audit Committee from 2010 to December 2011.
Mr. Haynes has been a member of the of the Special Committee – Related Party Transaction since March 2022.

 We
believe that Mr. Haynes' experience and contacts in real estate and his experience in transaction structuring and private equity
provide significant benefits to the Trust.

 Dionisio
J. D'Aguilar has more than 30 years of accounting, finance, and government experience. From March 1993 through May 2017 and
from September 2021 to present, Mr. D'Aguilar served as the President and CEO of Superwash Limited, which is the largest chain
of self-service laundries in the Bahamas. From May 2017 through September 2021, Mr. D'Aguilar, having been elected to the Bahamian
Parliament, served in the Cabinet of The Government of The Bahamas as the Minister of Tourism and Aviation. Mr. D'Aguilar also
served as President of The Bahamas Chamber of Commerce from 2007 – 2009 and the Honorary Consul for the Kingdom of The Netherlands
in The Bahamas from June 2009 to May 2017. Mr. D'Aguilar has significant board experience having served as Chairman of the Board
of AML Foods Limited from 2009 – 2017, Chairman of the Board of Insurance Company of the Bahamas from 2008 – 2017, Director
of J.S. Johnson Insurance Agents & Brokers from 2008 – 2017, Director of Millennium Sustainable Ventures Corp., formerly Millennium
Investment & Acquisition Company from 2013 – 2017, and Director of Bahamar from 2011 – 2015. Mr. D'Aguilar qualified
as a Certified Public Accountant (CPA) in the State of New York during his time at KPMG US. Mr. D'Aguilar holds both a Bachelor
of Science (Hotel Administration) and a Master of Business Administration (M.B.A.) from Cornell University.

 Mr.
D'Aguilar has been a Trustee and member of the Nominating Committee, Audit Committee and Special Committee – Related Party
Transaction since March 2022. In February of 2024, Mr. D'Aguilar agreed to serve as the Chairperson of the Audit Committee.

 We
believe that Mr. D'Aguilar's prior board experience and financial and accounting knowledge experience and contacts provide
significant benefits to the Trust.

 CORPORATE
GOVERNANCE

 Overview

 In
accordance with our Declaration of Trust and Bylaws, our Board of Trustees elects the Chairman of the Board and our executive officers,
and each of these positions may be held by the same or separate persons. Our corporate governance guidelines do not include a policy
on whether the role of the Chairman and Chief Executive Officer should be separate or, if not, whether a lead independent trustee is
to be elected. From February 2011, Mr. Lesser, the Chairman of our Board of Trustees, has also served as our Chief Executive Officer.
We believe that this arrangement is suitable for a company of our size. The Board of Trustees shall review the need for any changes to
these arrangements from time to time in light of the Trust's changing business needs.

 Risk
Oversight; Investments

 Our
Board of Trustees takes an active role in overseeing the management of our risks. The Board regularly reviews information regarding our
liquidity, operations, investment activities and cybersecurity risks, as well as the risks associated with each. The Board is responsible
for overseeing the implementation of our investment strategy, the principal goal of which is to enhance long-term shareholder value through
increases in earnings, cash flow and net asset value. Currently, each investment transaction is approved by the Board. In the future,
the Board may establish an investment committee consisting of trustees to oversee our investment activities, including the review and
approval of specific transactions.

 Leadership
Structure

 Our
Chief Executive Officer serves as our Chairman of the Board of Trustees. Our Board does not have a lead independent trustee. Our Board
has determined its leadership structure is appropriate and effective given the size of the Trust and our stage of development.

 Board
Committees

 Our
Board of Trustees has four committees: an Audit Committee, a Compensation Committee, a Nominating Committee and a Special Committee for
Related Party Concerns. Each of the four committees consist solely of independent trustees in accordance with the NYSE American Company
Guide.

 Audit
Committee

2023, our Audit Committee was Chaired by Virgil E. Wenger and Dionisio D'Aguilar served as a member. The Audit Committee has been
established in accordance with section 3(a)(58)(A) of the Exchange Act and consists of two independent trustees, each of whom the Board
of Trustees has determined is "financially literate" and "independent" under the rules of the NYSE American Company
Guide. Mr. Wenger served as chairman of the Audit Committee during 2023. The Board of Trustees has determined that Mr. Wenger and Mr.
D'Aguilar both met the definition of "audit committee financial expert," as defined in applicable SEC rules. Pursuant
to its charter, the Audit Committee, among other purposes, serves to assist the Board of Trustees in overseeing:

 the
 integrity of our financial statements;

 our
 compliance with legal and regulatory requirements and ethical behavior;

 the
 retention of independent public auditors, including oversight of their performance, qualifications and independence, as well as the
 terms of their engagement;

 our
 accounting and financial reporting processes, internal control systems and internal audit function, as applicable;

 our
 monitoring of compliance with laws and regulations and our code of business conduct and ethics; and

 our
 investigation of any employee misconduct or fraud.

2023, the Audit Committee met on two occasions, after conferring individually or via writing, took action by written consent. The Audit
Committee's charter is available on the Trust's website at: www.pwreit.com.

 In
early 2024, Mr. Wenger passed away and Mr. D'Aguilar was appointed as chair of the Audit Committee and Mr. Susman was appointed by the Board of Trustees to serve
on the Audit Committee.

Committee

2023, our Compensation Committee consisted of two independent trustees under the rules of the NYSE American Company Guide: William S.
Susman and Patrick R. Haynes, III. Mr. Susman serves as chairman of the Compensation Committee. The Compensation Committee, among other
purposes, serves to:

 establish
 and periodically review the adequacy of the compensation plans for our executive officers and other employees;

 review
 the performance of executive officers and adjust compensation arrangements as appropriate;

 establish
 compensation arrangements for our non-executive trustees; and

 evaluate
 and make grants under the Trust's 2012 Equity Incentive Plan and other stock grants pursuant to authority delegated to it by
 the Board of Trustees;

 review
 and monitor management developments and succession plans and activities.

2023, the Compensation Committee did not meet during but acted by Written Consent on one occasion. During 2023, the Compensation Committee
approved and adopted an amendment to the Charter of the Compensation Committee to establish a Compensation Clawback Policy. The Compensation
Committee also recommended the adoption of the Compensation Clawback Policy to the Board of Trustees which subsequently approved and
adopted the Compensation Clawback Policy. The Compensation Committee charter is available on the Trust's website at: www.pwreit.com.

 Nominating
Committee

2023, the Nominating Committee was chaired by William S. Susman with Dionisio D'Aguilar and Patrick Haynes, III serving as members.
The Nominating Committee evaluates potential nominees to serve as trustees and makes recommendations to the Board of Trustees for inclusion
in the Trust's annual proxy statement. The Nominating Committee met once in 2023.

Nomination Process

 The
Nominating Committee is responsible for developing and evaluating potential trustee candidates for consideration in the event of a vacancy
on the Board of Trustees, and making nominee recommendations to the Board of Trustees. The Nominating Committee seeks candidates for
election and appointment that possess the integrity, leadership skills and competency required to direct and oversee the Trust's
management in the best interests of its shareholders, customers and employees, as well as the communities it serves and other affected
parties. Nominee candidates must be willing to regularly attend committee and Board of Trustees meetings, to develop a strong understanding
of the Trust, its businesses and its requirements, to contribute his or her time and knowledge to the Trust and to be prepared to exercise
his or her duties with skill and care. In addition, each candidate should have an understanding of relevant governance concepts and the
legal duties of a trustee of a public company.

 To
propose a nominee, shareholders may contact the Nominating Committee Chairman, the Chairman of the Board or the Trust's Secretary
by writing to them in care of the Trust at its principal executive offices. Such correspondence should include a detailed description
of the proposed nominee's qualifications and a method to contact the nominee if the Nominating Committee so chooses. Candidates
viewed by the Nominating Committee as qualified and suitable for service as a trustee will be contacted to determine interest in being
considered to serve on the Board of Trustees and, if interested, will be interviewed and have their qualifications established and considered.

 The
Nominating Committee has established a charter outlining its purpose and the practices it follows. The Nominating Committee charter is
available on the Trust's website at www.pwreit.com.

 Special
Committee – Related Party Transactions

2023, the Special Committee – Related Party Transactions ("the Special Committee") was Chaired by William Susman with
Patrick R. Haynes, III, Virgil E. Wenger, and Dionisio J. Aguilar serving as members. The purpose of this Special Committee is to approve
all future transactions that can be considered Related Party Transactions. All such transactions will be presented to the Special Committee
which will then meet in an executive session to discuss the proposed transaction and ultimately vote on such transactions. The vote of
a majority of the members of the Special Committee will serve to approve transactions that are brought before the Special Committee on
behalf of the Board of Trustees. Additionally, the composition of the Special Committee will only include Independent Trustees. The Special
Committee did not meet during 2023.

 Code
of Business Conduct and Ethics

 The
Trust has a Code of Business Conduct and Ethics, with which all officers and trustees must comply. A copy of the code may be viewed on
our website at www.pwreit.com, and printed copies may be requested, without charge, by writing to us at 301 Winding Road, Old
Bethpage, NY 11804, Attention: Investor Relations. In addition, we intend to post on our website all disclosures that are required by
law or the NYSE American rules concerning any amendments to, or waivers from, any provision of the Code of Ethics and Conduct. The reference
to our website address does not constitute incorporation by reference of the information contained at or available through our website,
and you should not consider it to be a part of this Annual Report.

 Item
11. Executive Compensation.

 There
was no compensation paid to our independent trustees for the fiscal year ending December 31, 2023, see the table below.

 Trustee Name

 Fees Earned

 or Paid

 in Cash

 Stock Awards

 Option Awards (Shares)

 Non-Equity Incentive Plan Compensation

 Non-Qualified Deferred Compensation Earnings

 All Other Compensation

 Total

 Virgil E. Wenger

 $
 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 William S. Susman

 $
 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Patrick R Haynes, III

 $
 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Dionisio D'Aguilar

 $
 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 The
table below shows the aggregate number of option and stock awards outstanding at December 31, 2023 for each of our independent trustees.

 Trustee Name

 shares
 Subject to
 Outstanding Options

 Shares Subject
 to Outstanding
 Stock Awards

 Virgil E. Wenger

 10,000

 -

 William S. Susman

 10,000

 -

 Patrick R Haynes, III

 10,000

 -

 Dionisio D'Aguilar

 10,000

 -

 Executive
Officer Compensation

 The
Trust is managed by David H. Lesser, the Trust's Chief Executive Officer and Chairman, with oversight from its Board of Trustees.

Compensation Table

for our principal executive officer and principal accounting officer for the last two fiscal years ending December 31 is set forth in
the table below:

 Name and Principal Positions

 Year

 Salary

 Bonus

 Stock Awards

 Option Awards (Shares)(2)

 All Other Compensation

 Total

 David H. Lesser, Chairman, CEO and CFO

 2023

 $
 150,000

 $
 -

 $
 -

 -

 $
 -

 $
 150,000

 2022

 $
 62,500

 $
 -

 $
 268,800
 (1)

 1,189,895

 $
 -

 $
 1,521,195

 Susan Hollander, CAO

 2023

 $
 66,000

 $
 -

 $
 -

 -

 $
 -

 $
 66,000

 2022

 $
 63,000

 $
 -

 $
 -

 59,494

 $
 -

 $
 122,494

 (1)

 The
 value reflects the aggregate grant date fair value computed in accordance with FASB ASC 718. Shares vest monthly over 36 months beginning
 August 1, 2022.

 (2)

 For
all option awards, the value reflects date of grant using the Black-Scholes formula. Options vest monthly in a series of 36 equal monthly
installments starting on August 1, 2022.

 The
following table sets forth outstanding option equity and restricted stock awards granted to the Trust's principal executive officer
and principal accounting officer as of December 31, 2023:

 Outstanding
Equity Awards at Fiscal Year End

 Option Awards

 Stock Awards

 Name

 Year

 Number of shares underlying unexercised options (exercisable) (1)

 Number of shares underlying unexercised options (unexercisable)(1)

 Option exercise price

 Option expiration date

 Number of shares that have not vested

 Market value of shares that have not vested (5)

 David H. Lesser, CEO

 2023

 -

 -

 -

 -

 $
 -

 2022

 70,833

 79,167

 $
 13.44

 7/15/2032

 2022

 10,556

 (3)

 6,867

 2021

 -

 -

 -

 2,778
 (2)

 1,805

 Susan Hollander, CAO

 2023

 -

 -

 -

 -

 2022

 3,542

 3,958

 $
 13.44

 7/15/2032

 -

 -

 2021

 -

 -

 (4)

 (1)

 For
 all option awards, the value reflects date of grant using the Black-Scholes formula. Options vest monthly in a series of 36 equal
 monthly installments starting on August 1, 2022.

 (2)

 were granted on May 12, 2021 and vest monthly over 36 months on a pro-rata basis starting June, 2021.

 (3)

 were granted on July 15, 2022 and vest monthly over 36 months on a pro-rata basis starting August, 2022.

 (4)

 were granted on May 12, 2021 and vest quarterly over 12 quarters starting July 1, 2021.

 (5)

 Based
 on the stock price of our common stock at 12/31/23 which is $0.65.

 Clawback
Policy

 The
Board of Trustees has adopted a clawback policy which allows us to recover performance-based compensation, whether cash or equity, from
a current or former executive officer in the event of an Accounting Restatement. The clawback policy defines an Accounting Restatement
as an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under
the securities laws. Under such policy, we may recoup incentive-based compensation previously received by an executive officer that exceeds
the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts
in the Accounting Restatement.

 The
Board of Trustees has the sole discretion to determine the form and timing of the recovery, which may include repayment, forfeiture and/or
an adjustment to future performance-based compensation payouts or awards. The remedies under the clawback policy are in addition to,
and not in lieu of, any legal and equitable claims available to the Company. The clawback policy is annexed to this Annual Report as
an exhibit.

 COMPENSATION
DISCUSSION

 The
Trust's compensation program is designed to incentivize key individuals to provide services of value to the Trust, including services
in the long-term interest of the Trust. Neither the CEO, nor the CAO have written employment agreements and are both part-time employees.
Over the last few years, the Trust has focused on minimizing cash compensation and providing incentive compensation in the form of option
and restricted stock grants. The compensation program has consisted primarily of occasional option grants and restricted stock grants
to our independent trustees, occasional option grants and restricted stock grants to our CEO and occasional option grants to our CAO
in additions to the cash salary paid to our CEO and CAO. The Trust believes this approach provides the Trust with increased flexibility
to vary the amounts and types of compensation paid to the Trust's executive officer, to serve the goals of:

 more
 strongly aligning the interests of the Trust and the interests of its executive officers and trustees, among others, in support of
 our business expansion and improvement plans;

 rewarding
 our executive officers in proportion to the increased duties we are imposing on them and the increased levels of performance we are
 requiring of them; and

 rewarding
 our executive officers and trustees, among others, if and when they achieve substantial successes in expanding and improving our
 business and prospects, including, without limitation, by creating long-term shareholder value by increasing funds from operations
 ("FFO") and dividends per share through accretive acquisitions of energy and transportation infrastructure.

 In
furtherance of these compensation goals, the Compensation Committee approved certain stock grants and option during 2022 to our trustees
and CEO and an option grant to our CAO. During 2023 there were no stock grants or options granted to our trustees or officers. See the
"Trustee Compensation" table above, for further information as to these grants and our compensation amounts generally.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth certain information regarding the beneficial ownership and voting power of our common shares as of March 29,
2024, by: (i) each person who owns more than 5% of our shares and who has filed a Schedule 13D with the SEC that is publicly available
to the Trust and others at www.sec.gov, (ii) each of our trustees and executive officers and (iii) all of our trustees and executive
officers as a group. Unless otherwise indicated, the business address of each person listed is c/o Power REIT, 301 Winding Road, Old
Bethpage, NY 11804. Unless otherwise indicated, all shares are owned directly, and the indicated person has sole voting and investment
power.

 Percentage
of ownership is based on 3,389,661 shares of our Common Shares outstanding as of March 29, 2024.

 Owned at March 29, 2024

 Name of Beneficial Owner

 % of

 Outstanding

 Trustees and Executive Officers

 David H. Lesser (1)

 675,164

 19.40
 %

 Susan P. Hollander (2)

 6,883

 *

 William S. Susman (3)

 13,528

 *

 Patrick R. Haynes, III (4)

 26,337

 *

 Dionisio D'Aguilar (5)

 6,711

 *

 All trustees and executive officers as a group

 728,623

 20.79
 %

 *

 Less
 than 1%

 (1)
Mr. Lesser beneficially owns (i) 675,164 shares of common shares, which includes: (a) 514,818 shares owned directly or indirectly by
Mr. Lesser, (b) 68,679 shares owned indirectly through 13310 LMR2A LLC ("13310"), for which Mr. Lesser acts as the
Co-Managing Member and (ii) 10-year options granted on July 15, 2022 to purchase 91,667 shares of our common stock at $13.44 per
share which have vested or will vest within 60 days of March 29, 2024. Does not include 68,335 shares of common shares owned by MEL Generation Skipping Trust, an irrevocable
trust set up for the children of David H. Lesser, (the "MEL Trust"). Mr. Lesser disclaims any beneficial, pecuniary or
residual interest in the shares owned by the MEL Trust, does not serve as trustee of the MEL Trust and does not have the power to
revoke the MEL Trust.

 (2)
Ms. Susan P. Hollander beneficially owns (i) 2,300 shares of common stock and (ii) 10-year options granted on July 15, 2022 to purchase
4,583 shares of our common stock at $13.44 per share which have vested or will vest within 60 days of March 29, 2024.

 (3)
Mr. William S. Susman beneficially owns (i) 7,417 shares of common stock and (ii) 10-year options granted on July 15, 2022 to purchase
6,111 shares of our common stock at $13.44 per share which have vested or will vest within 60 days of March 29, 2024.

 (4)
Mr. Haynes beneficially owns (i) 26,337 shares of common shares, which includes: (a) 8,719 shares owned directly by Mr. Haynes, (b) 11,507
shares owned indirectly through JRC Management LLC ("JRC"), for which Mr. Haynes acts as the Managing Member and (ii) 10-year
options granted on July 15, 2022 to purchase 6,111 shares of our common stock at $13.44 per share which have vested or will vest within 60 days of March 29, 2024.

 (5)
Mr. Dionisio D'Aguilar beneficially owns (i) 600 shares of common stock and (ii) 10-year options granted on July 15, 2022 to purchase
6,111 shares of our common stock at $13.44 per share which have vested or will vest within 60 days of March 29, 2024.

in Control

 None

 Equity
Compensation Plan Information

 See
"Securities Authorized for Issuance Under Equity Compensation Plans" in Part II, Item 5 for information regarding our equity
compensation plans.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Transactions
with Related Persons

 Except
as set forth below and except as set forth under Executive Compensation, we had no reportable "Related Party Transactions"
since January 1, 2022.

 Power
REIT has a relationship with Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc. ("MILC').
David H. Lesser, Power REIT's Chairman and CEO, is also Chairman and CEO of MILC. MILC, through subsidiaries or affiliates, established
cannabis and food crop cultivation projects and entered into leases related to the Trust's Oklahoma, Michigan and Nebraska properties
and MILC is a lender to the tenant of one of the Trust's Colorado properties. As of December 31, 2023, these properties are currently
not operational and the Trust is evaluating alternatives related thereto. Total rental income recognized for the year ended December
31, 2023 from the tenants that are affiliated with MILC in Colorado, Oklahoma, Michigan and Nebraska was $0 compared to total rental
income recognized for the year ended December 31, 2022 from the affiliated tenants in Colorado, Oklahoma, Michigan and Nebraska of $260,296,
$125,695, $0 and $193,000 respectively. Power REIT retained former employees of MILC to maintain and upkeep the property in Nebraska.
The MILC employees were initially paid through a payroll service used by a subsidiary of MILC and a subsidiary of Power REIT reimbursed
MILC for the actual expenses related hereto. For the year ended December 31, 2023, total payments to MILC for payroll is $162,700. This
arrangement ended in January 2024.

 Effective
March 1, 2022, the Sweet Dirt Lease was amended (the "Sweet Dirt Lease Second Amendment") to provide funding in the amount
of $3,508,000 to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller
project to the Sweet Dirt Property. A portion of the property improvement budget, amounting to $2,205,000, was to be supplied by IntelliGen
Power Systems LLC ("IntelliGen") which is owned by Hudson Bay Partners, LLC, an affiliate of David Lesser, Power REIT's
Chairman and CEO. On January 23, 2023, the Sweet Dirt lease was amended to restructure the timing
of rent payments but maintain the same overall yield and eliminate the funding of remaining capital improvements for the cogeneration
project, which includes eliminating payments that were expected to be paid to IntelliGen, a related party. As of December 31,
2023, a total of $1,102,500 had been paid to IntelliGen for equipment supplied.

 Under
the Trust's Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial
interest; provided however, that in the case of a material financial interest, the transaction shall be disclosed to the Board of Trustees
or the transaction shall be fair and reasonable. After consideration of the conditions and terms of the payment to an affiliate of HBP
for accounting and administrative support, the independent trustees approved the agreement with the affiliate of HBP described above,
finding the aforementioned arrangements to be fair and reasonable and in the interest of the Trust.

 Review,
Approval or Ratification of Transactions with Related Persons

 The
Special Committee – Related Party Transactions was formed on March 11, 2022 for the purpose of approving all future transactions
that can be considered Related Party Transactions. All such transactions will be presented to the Special Committee which will then meet
in an executive session to discuss the proposed transaction and ultimately vote on such transactions. The vote of a majority of the members
of the Special Committee will serve to approve transactions that are brought before the Special Committee on behalf of the Board of Trustees.
Additionally, the composition of the Special Committee will only include Independent Trustees and includes all members of the Audit Committee.

 Independence
of Board of Trustees

 The
Trust's common shares and 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock are listed on the NYSE American. Under
the NYSE American listing standards, independent trustees must comprise a majority of a listed company's board of trustees and
all members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee must be independent. Audit
Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act and Compensation Committee
members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under the NYSE American listing standards,
a trustee will only qualify as an "independent trustee" if, in the opinion of that company's board of trustees, that
person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities
of a trustee.

 In
order to be considered to be independent for purposes of Rule 10A-3, a member of an Audit Committee of a listed company may not, other
than in his or her capacity as a member of the Audit Committee, the Board of Trustees, or any other board committee: (i) accept, directly
or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated
person of the listed company or any of its subsidiaries.

 The
Trust's Board of Trustees undertook a review of the independence of the members of the board of directors and considered whether
any director has a material relationship with our trust that could compromise his or her ability to exercise independent judgment in
carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning their background,
employment and affiliations, including family relationships, the Board of Trustees has determined that all of our current Trustees, except
Mr. Lesser, due to his position as Chief Executive Officer of our trust, is "independent" as that term is defined under the
rules of the NYSE American. As a result, are deemed to be "independent" as that term is defined under the rules of the NYSE
American.

 In
making these determinations, the Board of Trustees considered the current and prior relationships that each non-employee director has
with our trust and all other facts and circumstances the Board of Trustees deemed relevant in determining their independence, including
the beneficial ownership of capital stock by each non-employee Trustee.

 Item
14. Principal Accountant Fees and Services.

 Audit
Fees

 Effective
January 20, 2015, the Trust retained MaloneBailey, LLP as its independent registered public accounting firm. MaloneBailey, LLP billed
the Trust $178,260 and $146,000 for professional services in the years ended 2023 and 2022, respectively, related to the annual audit
of the Trust's financial statements and the inclusion of financial statements and other financial information in the Trust's
quarterly reports on Form 10-Q, registration statements and other submissions to the SEC.

 Audit-Related
Fees

 The
Trust did not pay any Audit Related Fees in the years ended December 31, 2023 and 2022.

 Tax
Fees

 The
Trust has engaged Malone Bailey, LLP to prepare its 2022 and 2021 tax return. The trust paid Malone Bailey, LLP $13,390 and $12,500 in
2023 and 2022 for professional services rendered related to the preparation of tax returns.

 All
Other Fees

 No
other fees were paid for 2023 or 2022.

 Audit
Committee Pre-Approval of Services to be Provided by Independent Auditor

 Our
policies and procedures require our Audit Committee to review and approve in advance all engagements for services to be rendered by the
Trust's independent auditors. In the case of any non-audit services proposed to be rendered by the Trust's independent auditors,
that review includes consideration by the Audit Committee as to whether the provision of such services would be compatible with maintaining
the auditors' independence.

 All
of the engagements for services rendered in 2023 and 2022 by the Trust's independent auditors were pre-approved by the Audit Committee.

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules.

 (1)

 Financial Statements:

 See
Index to Consolidated Financial Statements at page F-1.

 (2)

 Financial
 Statement Schedule:

 All
schedules are omitted because they are not required or the required information is included in the consolidated financial statements
or notes thereto.

 (3)

 Exhibits:

 The
exhibits listed in the accompanying index to exhibits are filed as part of, or incorporated by reference into, this Annual Report.

 A
list of all financial statements, financial statement schedules and related information filed as part of this document is set forth starting
on page F-1 hereof.

 Item
16. Form 10-K Summary.

 Not
applicable.

 EXHIBIT

 A
list of all exhibits that are filed as a part of this document is set forth below:

 3.1

 Declaration
 of Trust of Power REIT, dated August 25, 2011, as amended and restated November 28, 2011 and as supplemented effective February 12,
 2014, incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K (File No. 000-54560) filed with the Securities
 and Exchange Commission as of April 1, 2014.

 3.2

 Bylaws of Power REIT, dated October 20, 2011, incorporated herein by reference to Exhibit 3.2 to the Registration Statement on Form S-4 (File No. 333-177802) filed with the Securities and Exchange Commission as of November 8, 2011.

 3.3

 Articles
 Supplementary 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25.00 Per Share, incorporated
 herein by reference to Exhibit 3.3 to the Registrants Form 8-A12B (File No. 001-36312) filed with the Commission as of February 11,
 2014.

 4.1

 Description
 of Capital Stock, incorporated herein by reference to Exhibit 4.1 to the Annual Report on Form 10-K (File No. 000-36312) filed with
 the Securities and Exchange Commission as of March 24, 2021.

 4.2

 Power
 REIT 2020 Equity Incentive Plan incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement on Schedule
 14A (File No. 001-36312) filed with the Commission on May 29, 2020.

 4.6

 Power
 REIT 2012 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-54560)
 filed with the Securities and Exchange Commission as of March 29, 2013.

 10.1

 Lease
 Agreement between Pittsburgh & West Virginia Railway Company and Norfolk & Western Railway Company, dated July 12, 1962,
 incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-54560) filed with the Securities
 and Exchange Commission as of April 2, 2013.

 10.2

 Promissory
 Note A from PW Tulare Solar, LLC to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California,
 incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 000-54560) filed with the Securities
 and Exchange Commission as of July 15, 2013.

 10.3

 Promissory
 Note B from PW Tulare Solar, LLC to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California,
 incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 000-54560) filed with the Securities
 and Exchange Commission as of July 15, 2013.

 10.4

 Deed
 of Trust between PW Tulare Solar, LLC and Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County,
 California, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 000-54560) filed with the
 Securities and Exchange Commission as of July 15, 2013.

 10.5

 Guaranty
 from Power REIT to Hudson Bay Partners, LP, relating to the acquisition of real property in Tulare County, California, incorporated
 herein by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 000-54560) filed with the Securities and Exchange
 Commission as of July 15, 2013.

 10.7

 Lease
 Agreement between PW CO CanRE JAB LLC and JAB Industries Ltd dba WildFlower Farms (Maverick), dated July 12 th, 2019, incorporated
 herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange
 Commission as of July 15, 2019.

 10.8

 Lease between True North Energy, LLC and True North LLC (PW Salisbury Solar LLC), dated December 1, 2011 incorporated herein by reference to Exhibit 10.5 to the annual report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange Commission as of March 30, 2020.

 10.9

 Assignment
 and Assumption of Lease between True North, LLC and PW Salisbury Solar LLC, dated December 31, 2012, incorporated herein by reference
 to such Exhibit 10.6 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange Commission as
 of March 30, 2020.

 10.10

 Lease for Solar Energy System (Exeter 13) between ImMODO California 1 LLC and Tulare PV I LLC, dated March 11, 2013, incorporated
 herein by reference to Exhibit 10.7 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange

 10.11

 Lease for Solar Energy System (Ivanhoe 13) between ImMODO California 1 LLC and Tulare PV I LLC, dated March 11, 2013, incorporated
 herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange

 10.12

 Lease for Solar Energy System (Kinsburg) between ImMODO California 1 LLC and Tulare PV II LLC, dated March 26, 2013, incorporated
 herein by reference to Exhibit 10.9 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange

 10.13

 Lease for Solar Energy System (Lindsey 134) between ImMODO California 1 LLC and Tulare PV I LLC, dated March 11, 2013, incorporated
 herein by reference to Exhibit 10.10 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange

 10.14

 Lease for Solar Energy System (Porterville 125) between ImMODO California 1 LLC and Tulare PV I LLC, dated March 11, 2013, incorporated
 herein by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange

 10.15

 Assignment
 and Assumption of Lease between ImMODO California 1 LLC and PW Tulare Solar, LLC dated July 8, 2013, incorporated herein by reference
 to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange Commission as of March
 30, 2020.

 10.16

 Lease
 between PW Regulus Solar, LLC and Regulus Solar, LLC, dated April 10, 2014 incorporated herein by reference to Exhibit 10.13 to the
 Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange Commission as of March 30, 2020.

 10.17

 Amendment
 to Lease Agreement between PW CO CanRE JAB LLC and JAB Industries Ltd dba WildFlower Farms (Maverick), dated November 1st, 2019,
 incorporated herein by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities
 and Exchange Commission as of March 30, 2020.

 10.18

 Loan
 Agreement between CTL Lending Group LLC and PW PWV Holdings LLC, dated November 25, 2019, incorporated herein by reference to Exhibit
 10.17 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange Commission as of March 30, 2020.

 10.19

 Lease
 Agreement related to Maverick Lot 5, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.
 001-36312) filed with the Securities and Exchange Commission as of March 20, 2020.

 10.20

 Lease
 Amendment Related to Maverick Lot 5, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.
 001-36312) filed with the Securities and Exchange Commission as of May 1, 2020.

 10.21

 Lease
 Agreement with NorthEast Kind Assets, LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File
 No. 001-36312) filed with the Securities and Exchange Commission as of May 15, 2020.

 10.22

 First
 Amendment to Lease Agreement with NorthEast Kind Assets, LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report
 on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission as of September 18, 2020.

 10.23

 Lease
 Amendment with Green Street LLC, dated August 25, 2020, incorporated herein by reference to Exhibit 10.2 to the Current Report on
 Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission as of September 18, 2020.

 10.24

 Lease
 Agreement with Fifth Ace, LLC, incorporated herein by reference to Exhibit 10.1 to such exhibit to the Current Report on Form 8-K
 (File No. 001-36312) filed with the Securities and Exchange Commission as of September 21, 2020.

 10.25

 Lease
 Agreement with PSP Management LLC, dated October 15, 2020, incorporated herein by reference to Exhibit 10.1 to the Current Report
 on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission as of October 16, 2020.

 10.26

 Lease
 Agreement with Green Mile Cultivation LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File
 No. 001-36312) filed with the Securities and Exchange Commission as of December 7, 2020.

 10.27

 Form
 of Control Letter, incorporated herein by reference to Exhibit 99.4 to the Registration Statement on Form S-11 (File No. 333-251276)
 filed with the Securities and Exchange Commission on December 11, 2020, as amended on December 23, 2020.

 10.28

 Lease
 Agreement with The Grail Project LLC, dated January 1, 2021, incorporated herein by reference to Exhibit 10.1 to the Current Report
 on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on January 4, 2021.

 10.29

 Lease
 Agreement with DOM F LLC, dated January 14, 2021, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form
 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on January 14, 2021.

 10.30

 Lease
 Agreement with Fiore Management, LLC, dated April 14, 2017, as amended on August 31, 2017, February 1, 2018 and April 1, 2019, incorporated
 herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange
 Commission on February 4, 2021.

 10.31

 Lease
 Amendment related to The Grail Project, LLC, dated February 19, 2021, incorporated herein by reference to Exhibit 10.1 to the Current
 Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on February 23, 2021.

 10.32

 Lease
 Agreement with The Gas Station, LLC, dated March 11, 2021, incorporated herein by reference to Exhibit 10.1 to the Current Report
 on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on March 12, 2021.

 10.33

 Lease
 Agreement with Cloud Nine LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36312)
 filed with the Securities and Exchange Commission on April 20, 2021.

 10.34

 Lease
 Agreement with Walsenburg Cannabis LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File
 No. 001-36312) filed with the Securities and Exchange Commission on May 24, 2021.

 10.35

 Lease
 Agreement with VinCann LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36312)
 filed with the Securities and Exchange Commission on June 11, 2021.

 10.36

 Lease
 Agreement with to JKL2 LLC, dated June 18, 2021, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K
 (File No. 001-36312) filed with the Securities and Exchange CommissiononJune21,2021.

 10.37

 Lease
 Agreement with Marengo Cannabis LLC, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36312)
 filed with the Securities and Exchange Commission on September 9, 2021.

 10.38

 Lease
 Amendment with Marengo Cannabis LLC, dated November 2, 2021, incorporated by reference to Exhibit 10.1 to the Current Report on Form
 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on November 4, 2021.

 10.39

 Lease
 Agreement with Golden Leaf Lane LLC, dated November 5, 2021, incorporated by reference to Exhibit 10.1 to the Current Report on Form
 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on November 8, 2021.

 10.40

 Second
 Lease Amendment with NorthEast Kind Assets LLC, dated March 21, 2022, incorporated herein by reference to Exhibit 10.1 to the Current
 Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission as of March 21, 2022.

 10.41

 Loan
 Agreement between PW CanRE Holdings LLC and Lender, dated December 21, 2021 incorporated by reference to Exhibit 10.41 to the Annual
 Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange Commission as of March 31,2022.

 10.42

 Purchase
 Agreement between M. Shapiro Management Company, LLC as Court Appointed Receiver and Power REIT dated May 10, 2021, incorporated
 by reference to Exhibit 10.42 to the Annual Report on Form 10-K (File No. 001-36312) filed with the Securities and Exchange Commission
 as of March 31,2022.

 10.43

 Lease
 Agreement with Millennium Produce of Nebraska LLC, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File
 No. 001-36312) filed with the Securities and Exchange Commission on April 1, 2022.

 10.44

 Second
 Lease Amendment between PW ME CanRe SD LLC and NorthEast Kind Assets LLC dated March 21, 2022, incorporatedby reference to Exhibit
 10.1 to the Current Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on March 21, 2022.

 10.45

 Second
 Lease Amendment between PW CO CanRE Walsendburg LLC and Walsenburg Cannabis LLC, dated January 1, 2022, incorporated by reference
 to Exhibit 10.45 to the Current Report on Form 10-Q (File No. 001-36312) filed with the Securities and Exchange Commission on May
 9, 2022.

 10.46

 Purchase
 and Sale Agreement between PW MillPro NE LLC and O'Neill Ventures, Inc. dated March 4, 2022, incorporated by reference to Exhibit
 10.2 to the Current Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on April 1, 2022.

 10.47

 Second
 Amendment to Lease Agreement between PW MI CanRE Marengo LLC and Marengo Cannabis LLC dated June 27, 2022, incorporated by reference
 to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36312) filed with the Securities and Exchange Commission on July
 5, 2022.

 19.1*

 Insider Trading Policy

 21.1*

 Subsidiaries of the Registrant

 23.1*

 Consent of Independent Registered Public Accounting Firm (MaloneBailey, LLP)

 24.1

 Power of Attorney (included in the signature page hereto).

 31.1*

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Clawback Policy adopted on November 20, 2023.

 *

 Filed
 herewith.

 Indicates
 management contract or compensatory plan.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 POWER
 REIT

 By:

 /s/
 David H. Lesser

 David
 H. Lesser

 Chairman,
 CEO, CFO, Secretary and Treasurer

 (Principal
 executive officer and principal financial officer)

 Date:
 March 29, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David H. Lesser, his true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 Name

 Title

 Date

 /s/
 David H. Lesser

 and Chairman of the Board of Trustees, CEO,

 March

 David
 H. Lesser

 CFO,
 Secretary and Treasurer

 /s/
 Susan Hollander

 Chief
 Accounting Officer

 March

 Susan
 Hollander

 /s/
 William S. Susman

 March

 William
 S. Susman

 /s/
 Patrick R. Haynes, III

 March

 Patrick
 R. Haynes, III

 /s/
 Dionisio D'Aguilar

 March

 Dionisio
 D'Aguilar

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 206)

 Financial Statements:

 Balance Sheets, December 31, 2023 and 2022

 Statements of Operations, years ended December 31, 2023 and 2022

 Statements of Changes in Shareholders' Equity, years ended December 31, 2023 and 2022

 Statements of Cash Flows, years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 F- 1

 REPORT
 OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Trustees of

 Power
REIT

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Power REIT and its subsidiaries (collectively, the "Company")
as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in shareholders' equity, and cash
flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and
2022, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

 Going Concern Matter

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matter communicated below
is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to
the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Impairment of Controlled Environment
Agriculture ("CEA") properties

 Description of the Matter

 As described in Notes 2 and 8 to the
consolidated financial statements, the Company reviews for impairment on a property by property basis whenever events or changes in
circumstances indicate that the carrying value of a property may not be recoverable. Impairment is recognized on properties held for
use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time the property is
written down to its estimated fair value. Properties classified as held for sale are recorded at the lower of the carrying amount or
the expected sales price less costs to sell. Due to significant price compression in the wholesale cannabis market, all of the
Company's cannabis related tenants are currently experiencing severe financial distress and collections from the CEA
properties have diminished to a nominal amount. Based on the declines in revenues and operating income, the Company evaluated its
CEA properties for recoverability and determined that certain properties were not recoverable and impaired. As a result, the Company
recognized a $8.2 million impairment loss for the year ended December 31, 2023. Management's estimates of fair value are made
using sales comparison approach, income approach and cost approach as applicable. There are inherent uncertainties in making these
assumptions. We identified the impairment of CEA properties as a critical audit matter because of the significant estimates and
assumptions management makes to determine the fair value of these CEA properties. This required a high degree of auditor judgment
and an increased extent of effort, including the need to involve our fair value specialist, when performing audit procedures to
evaluate the reasonableness of management's estimates of fair value.

 How We Addressed the Matter in Our Audit

 Our audit procedures related to the
significant inputs and assumptions to the fair value of CEA properties included the following, among others: 1) we held discussions
with management to understand individual property specific factors that impacted the Company's fair value determination; 2) We
assessed the reasonableness of the valuation methodology used 3) We used the assistance of our fair value specialist in verifying
inputs and assumptions and performing sensitivity analysis, where necessary 4) We
considered the properties disposed of in the period and subsequent period to evaluate if it provides any
indication of error or bias in the fair value estimates.

 /s/
 MaloneBailey, LLP

 www.malonebailey.com

 We
 have served as the Company's auditor since 2015.

 Houston,
 Texas

 March

 F- 2

 POWER

 CONSOLIDATED
BALANCE SHEETS

 December
 31, 2023

 December
 31, 2022

 ASSETS

 Land

 $
 6,118,097

 $
 6,168,096

 Greenhouse
 cultivation and processing facilities, net of accumulated depreciation

 35,859,911

 40,405,022

 Net
 investment in direct financing lease - railroad

 9,150,000

 9,150,000

 Total
 real estate assets

 51,128,008

 55,723,118

 Cash
 and cash equivalents

 2,202,632

 2,847,871

 Restricted
 cash

 1,902,252

 1,000,000

 Accounts
 receivable

 -

 2,022

 Prepaid
 expenses and deposits

 224,707

 6,580

 Intangible
 lease asset, net of accumulated amortization

 2,504,421

 2,731,909

 Deferred
 debt issuance cost, net of amortization

 -

 46,023

 Deferred
 rent receivable

 438,994

 431,907

 Mortgage
 loan

 850,000

 -

 held for sale

 10,889,254

 23,407,493

 Other
 assets

 69,972

 -

 TOTAL
 ASSETS

 $
 70,210,240

 $
 86,196,923

 LIABILITIES
 AND EQUITY

 Accounts
 payable

 $
 741,668

 $
 1,408,351

 Accrued
 expenses

 802,500

 340,095

 Tenant
 security deposits

 881,724

 881,724

 Prepaid
 rent

 3,000

 -

 Other
 liabilities

 57,675

 -

 Liabilities
 held for sale

 1,227,128

 1,526,666

 Current
 portion of long-term debt, net of unamortized discount

 15,043,632

 624,491

 Long-term
 debt, net of unamortized discount

 20,682,869

 37,165,353

 TOTAL
 LIABILITIES

 39,440,196

 41,946,680

 Series
 A 7.75 % Cumulative Redeemable Perpetual Preferred Stock Par Value $ 25.00 ( 1,675,000 shares authorized; 336,944 issued and outstanding
 as of December 31, 2023 and December 31, 2022)

 9,305,988

 8,653,159

 Equity:

 Common
 Shares, $ 0.001 par value ( 98,325,000 shares authorized; 3,389,661 shares issued and outstanding as of December 31, 2023 and December
 31, 2022)

 3,389

 3,389

 Additional
 paid-in capital

 47,254,625

 46,369,311

 Accumulated
 deficit

 ( 25,793,958
)

 ( 10,775,616
)

 Total
 Equity

 21,464,056

 35,597,084

 TOTAL
 LIABILITIES AND EQUITY

 $
 70,210,240

 $
 86,196,923

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 POWER

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 REVENUE

 Lease
 income from direct financing lease – railroad

 $
 915,000

 $
 915,000

 Rental
 income

 1,139,148

 7,023,548

 Rental
 income - related parties

 -

 578,991

 Other
 income

 303,547

 TOTAL
 REVENUE

 2,357,695

 8,517,720

 EXPENSES

 of intangible assets

 371,804

 General
 and administrative

 1,752,997

 1,518,884

 Property
 expenses

 1,981,474

 516,012

 Property
 taxes

 457,537

 362,008

 expense

 2,260,655

 1,505,470

 expense

 8,235,136

 16,739,040

 Interest
 expense

 2,701,844

 1,757,985

 TOTAL
 EXPENSES

 17,617,131

 22,771,203

 OTHER
 INCOME (EXPENSE)

 Gain
 on sale of property

 1,053,923

 -

 Loan
 modification expense

 ( 160,000
)

 -

 TOTAL
 OTHER INCOME

 893,923

 -

 NET
 LOSS

)

)

 Preferred
 Stock Dividends

 ( 652,829
)

 ( 652,827
)

 NET
 LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 $
 ( 15,018,342
)

 $
 ( 14,906,310
)

 Loss
 Per Common Share:

 Basic

 $
 ( 4.43
)

 $
 ( 4.41
)

 Diluted

 ( 4.43
)

 ( 4.41
)

 Average Number of Shares Outstanding:

 Basic

 Diluted

 Cash
 dividend per Series A Preferred Share

 $
 -

 $
 1.45

 Accumulated
 dividend accrued per Series A Preferred Shares:

 1.94

 0.48

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 POWER

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 For
the Years Ended December 31, 2023 and 2022

 Common

 Additional

 Paid-in

 Retained Earnings

 (Accumulated

 Total

 Shareholders'

 Amount

 Capital

 Deficit)

 Equity

 at December 31, 2022

 $
 3,389

 $
 46,369,311

 $
 ( 10,775,616
)

 $
 35,597,084

 Net
 Loss

 -

 -

 -

)

)

 Accrued
 Dividends on Preferred Stock

 -

 -

 -

 ( 652,829
)

 ( 652,829
)

 Stock-Based

 -

 -

 885,314

 -

 885,314

 at December 31, 2023

 $
 3,389

 $
 47,254,625

 $
 ( 25,793,958
)

 $
 21,464,056

 at December 31, 2021

 3,367,561

 $
 3,367

 $
 45,687,074

 $
 4,130,694

 $
 49,821,135

 3,367,561

 $
 3,367

 $
 45,687,074

 $
 4,130,694

 $
 49,821,135

 Net
 Loss

 -

 -

 -

)

)

 Cash
 Dividends on Preferred Stock

 -

 -

 -

 ( 489,620
)

 ( 489,620
)

 Accrued
 Dividends on Preferred Stock

 -

 -

 -

 ( 163,207
)

 ( 163,207
)

 Stock-Based

 22,100

 682,237

 -

 682,259

 at December 31, 2022

 $
 3,389

 $
 46,369,311

 $
 ( 10,775,616
)

 $
 35,597,084

 $
 3,389

 $
 46,369,311

 $
 ( 10,775,616
)

 $
 35,597,084

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 POWER

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For
 the Years ended December 31,

 2023

 2022

 Operating
 activities

 Net
 loss

 $
)

 $
)

 Adjustments
 to reconcile net loss to net cash (used in) provided by operating activities:

 of intangible lease asset

 371,804

 of debt costs

 290,554

 87,430

 of below market lease

 -

 ( 29,776
)

 Loan
 modification expense

 160,000

 -

 Stock-based
 compensation

 885,314

 682,259

 on asset

 8,235,136

 16,739,040

 2,260,655

 1,505,470

 Gain
on sale of properties

 ( 1,053,923
)

 -

 in operating assets and liabilities

 Accounts
 receivable

 62,198

 ( 62,198
)

 Deferred
 rent receivable

 320,818

 1,321,311

 Deferred
 rent liability

 -

 ( 861,916
)

 Prepaid
 expenses and deposits

 ( 28,627
)

 486,616

 Other
 assets

 -

 50,000

 Accounts
 payable

 ( 708,470
)

 1,480,541

 Tenant
 security deposits

 517,492

 ( 1,150,482
)

 Accrued
 expenses

 578,165

 473,621

 Prepaid
 rent

 ( 4,161
)

 -

 Net
 cash (used in) provided by operating activities

 ( 2,622,874
)

 6,840,237

 Investing
 activities

 Cash
 received for sale of properties

 5,243,456

 -

 Cash
 paid for land, greenhouse cultivation and processing facilities

 -

 ( 11,826,487
)

 Cash
 paid for greenhouse cultivation and processing facilities - construction in progress

 -

 ( 9,128,623
)

 Cash
 paid for purchase of equipment

 ( 15,000
)

 -

 Net
 cash provided by (used in) investing activities

 5,228,456

 ( 20,955,110
)

 Financing
 Activities

 Payment
 of debt issuance costs

 -

 ( 43,958
)

 Proceeds
 from long-term debt

 -

 16,000,000

 Principal
 payment on long-term debt

 ( 2,348,569
)

 ( 674,979
)

 Cash
 dividends paid on preferred stock

 -

 ( 489,620
)

 Net
 cash provided by (used in) financing activities

 ( 2,348,569
)

 14,791,443

 Net
 increase in cash and cash equivalents and restricted cash

 257,013

 676,570

 Cash
 and cash equivalents and restricted cash, beginning of period

 $
 3,847,871

 $
 3,171,301

 Cash
 and cash equivalents and restricted cash, end of period

 $
 4,104,884

 $
 3,847,871

 Supplemental
 disclosure of cash flow information:

 Interest
 paid

 $
 2,249,281

 $
 1,581,840

 Reclass
 of deferred debt issuance costs to liability upon reduction of total loan commitment

 46,023

 255,165

 accrued on preferred stock

 652,829

 163,207

 Financed
 equipment purchase

 57,675

 -

 Mortgage
 loan entered into in connection with sale of properties

 850,000

 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

– GENERAL INFORMATION

 Power
REIT (the "Registrant" or the "Trust", and together with its consolidated subsidiaries, "we", "us",
or "Power REIT", unless the context requires otherwise) is a Maryland-domiciled, internally-managed real estate investment
trust (a "REIT") that owns a portfolio of real estate assets related to transportation, energy infrastructure and Controlled
Environment Agriculture ("CEA") in the United States.

 The
Trust is structured as a holding company and owns its assets through twenty-four direct and indirect wholly-owned, special purpose subsidiaries
that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of December 31, 2023, the
Trust's assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary
Pittsburgh & West Virginia Railroad ("P&WV"), approximately 501 acres of fee simple land leased to a number of utility
scale solar power generating projects with an aggregate generating capacity of approximately 88 Megawatts ("MW") and approximately
256 acres of land with approximately 2,163,000 square feet of existing or under construction CEA properties in the form of greenhouses.

the year ended December 31, 2023, the Trust accrued quarterly dividends during the year of 2023 of approximately $ 653,000 ($ 0.484375
per share per quarter) to holders of Power REIT's 7.75 % Series A Cumulative Redeemable Perpetual Preferred Stock.

 The
Trust has elected to be treated for tax purposes as a REIT, which means that it is exempt from U.S. federal income tax if a sufficient
portion of its annual income is distributed to its shareholders, and if certain other requirements are met. In order for the Trust to
maintain its REIT qualification, at least 90 % of its ordinary taxable annual income must be distributed to shareholders. As of December
31, 2022, the last tax return completed to date, the Trust has a net operating loss of $ 24.5 million, which may reduce or eliminate this
requirement.

– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 These
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
("GAAP").

 Cash

 The
Trust considers all highly liquid investments with original maturity of three months or less to be cash equivalents. Power REIT places
its cash and cash equivalents with high-credit quality financial institutions; however, amounts are not insured or guaranteed by the
FDIC. Amounts included in restricted cash represents funds held by the Trust related to debt service payment reserve required by the
lender for the loan secured by the greenhouse properties. See Note 7 for further discussion of the debt service payment reserve requirement.
The following table provides a reconciliation of the Trust's cash and cash equivalents and restricted cash that sums to the total
of those amounts at the end of the periods presented on the Trust's accompanying Consolidated Statements of Cash Flow:

OF CONSOLIDATED STATEMENTS OF CASH FLOW

 December
 31, 2023

 December
 31, 2022

 Cash
 and cash equivalents

 $
 2,202,632

 $
 2,847,871

 Restricted
 cash

 1,902,252

 1,000,000

 Cash
 and cash equivalents and restricted cash

 $
 4,104,884

 $
 3,847,871

 Share
Based Compensation Accounting Policy

 The
Trust records all equity-based incentive grants to Officers and non-employee members of the Trust's Board of Directors in general
and administrative expenses in the Trust's Consolidated Statement of Operations based on their fair value determined on the date
of grant. Stock-based compensation expense is recognized on a straight-line basis over the vesting term of the outstanding equity awards.

 F- 7

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

 Impact
of New Accounting Standards

 The
Trust has evaluated all recent accounting pronouncements and believes either they are not applicable or that none of them will have a
significant effect on the Trust's financial statements.

 Principles
of Consolidation

 The
accompanying consolidated financial statements include Power REIT and its wholly-owned subsidiaries. All intercompany balances have been
eliminated in consolidation.

 Loss
per Common Share

 Basic
net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive. The dilutive effect of the Trust's options is computed using the treasury
stock method As of December 31, 2023 and December 31, 2022, the total number of
common stock equivalents was 197,500 and 205,000, respectively, and composed of stock options.

 The
following table sets forth the computation of basic and diluted Income per Share:

OF COMPUTATION OF BASIC AND DILUTED INCOME PER COMMON SHARE

 2023

 2022

 Years
 Ended December 31,

 2023

 2022

 Numerator:

 Net
 loss

 $
)

 $
)

 Preferred
 Stock Dividends

 ( 652,829
)

 ( 652,827
)

 Numerator
 for basic and diluted EPS - loss available to common shareholders

 $
 ( 15,018,342
)

 $
 ( 14,906,310
)

 Denominator:

 Denominator
 for basic EPS - Weighted average shares

 Denominator
 for dilutive EPS - Adjusted weighted average shares

 Basic
 loss per common share

 $
 ( 4.43
)

 $
 ( 4.41
)

 Dilutive
 loss per common share

 $
 ( 4.43
)

 $
 ( 4.41
)

Held for Sale

held for sale are measured at the lower of their carrying amount or estimated fair value less cost to sell. As of December 31, 2023 and
2022, the Trust has nine and four properties, respectively that are considered assets held for sale. See Note 8 for discussion of impairments
of our assets held for sale.

 F- 8

 Real
Estate Assets and Depreciation of Investment in Real Estate

 The
Trust expects that most of its transactions will be accounted for as asset acquisitions. In an asset acquisition, the Trust is required
to capitalize closing costs and allocates the purchase price on a relative fair value basis. For the year ended December 31, 2023 there
were no acquisitions and for the year ended December 31, 2022, there was one acquisition that was accounted for as asset acquisition.
In making estimates of relative fair values for purposes of allocating purchase price, the Trust utilizes a number of sources, including
independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, its own analysis
of recently acquired and existing comparable properties in our portfolio and other market data. The Trust also considers information
obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the relative
fair value of the tangible acquired. The Trust allocates the purchase price of acquired real estate to various components as follows:

 Land
 – Based on actual purchase if acquired as raw land. When property is acquired with improvements, the land price is established
 based on market comparables and market research to establish a value with the balance allocated to improvements for the land.

 Improvements
 – When a property is acquired with improvements, the land price is established based on market comparables and market research
 to establish a value with the balance allocated to improvements for the land. The Trust also evaluates the improvements in terms
 of replacement cost and condition to confirm that the valuation assigned to improvements is reasonable. Depreciation is calculated
 on a straight-line method over the useful life of the improvements.

 Lease
 Intangibles – The Trust recognizes lease intangibles when there's an existing
 lease assumed with the property acquisitions. In determining the fair value of in-place leases
 (the avoided cost associated with existing in-place leases) management considers current
 market conditions and costs to execute similar leases in arriving at an estimate of the carrying
 costs during the expected lease-up period from vacant to existing occupancy. In estimating
 carrying costs, management includes reimbursable (based on market lease terms) real estate
 taxes, insurance, other operating expenses, as well as estimates of lost market rental revenue
 during the expected lease-up periods. The values assigned to in-place leases are amortized
 over the remaining term of the lease.

 The
 fair value of above-or-below market leases is estimated based on the present value (using an interest rate which reflected the risks
 associated with the leases acquired) of the difference between contractual amounts to be received pursuant to the leases and management's
 estimate of market lease rates measured over a period equal to the estimated remaining term of the lease. An above market lease is
 classified as an intangible asset and a below market lease is classified as an intangible liability. The capitalized above-market
 or below-market lease intangibles are amortized as a reduction of, or an addition to, rental income over the estimated remaining
 term of the respective leases.

 Intangible
 assets related to leasing costs consist of leasing commissions and legal fees. Leasing commissions are estimated by multiplying the
 remaining contract rent associated with each lease by a market leasing commission. Legal fees represent legal costs associated with
 writing, reviewing, and sometimes negotiating various lease terms. Leasing costs are amortized over the remaining useful life of
 the respective leases.

 Construction
 in Progress (CIP) - The Trust classifies greenhouses or buildings under development and/or expansion as construction-in-progress
 until construction has been completed and certificates of occupancy permits have been obtained upon which the asset is then classified
 as an Improvement. The value of CIP is based on actual costs incurred.

of Long-Lived Assets

 Real
estate investments and related intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of the property might not be recoverable, which is referred to as a "triggering event." A property to
be held and used is considered impaired only if management's estimate of the aggregate future cash flows, less estimated capital
expenditures, to be generated by the property, undiscounted and without interest charges, are less than the carrying value of the property.
This estimate takes into consideration factors such as expected future operating income, trends and prospects, as well as the effects
of demand, competition and other factors.

 F- 9

 If
there is a triggering event in relation to a property to be held and used, the Trust will estimate the aggregate future cash flows, less
estimated capital expenditures, to be generated by the property, undiscounted and without interest charges. In addition, this estimate
may consider a probability weighted cash flow estimation approach when alternative courses of action to recover the carrying amount of
a long-lived asset are under consideration or when a range of possible values is estimated.

 The
determination of undiscounted cash flows requires significant estimates by management, including the expected course of action at the
balance sheet date that would lead to such cash flows. Subsequent changes in estimated undiscounted cash flows arising from changes in
the anticipated action to be taken with respect to the property could impact the determination of whether an impairment exists and whether
the effects could materially affect the Trust's net income. To the extent estimated undiscounted cash flows are less than the carrying
value of the property, the loss will be measured as the excess of the carrying amount of the property over the estimated fair value of
the property.

 While
the Trust believes its estimates of future cash flows are reasonable, different assumptions regarding a number of factors, including
market rents, economic conditions, and occupancies, could significantly affect these estimates. When impairment exists, the long-lived
asset is adjusted to an estimate of fair value. In estimating fair value, the Trust uses the sales comparable, income or cost approach
methodology where applicable within appraisal reports. The Trust will record an impairment charge if it believes that there is other
than temporary decline in market value below the carrying value of the investment. For the years ending December 31, 2023 and 2022, the
Trust recorded a non-cash impairment charge of approximately $ 8.2 million and $ 16.7 million, respectively.

 Any
decline in the estimated fair values of our assets could result in impairment charges in the future. It is possible that such impairments,
if required, could be material.

is computed using the straight-line method over the estimated useful lives of 20 years for greenhouses and 39 years for auxiliary buildings,
except for PW Candescent, which was determined the buildings have a useful life of 37 years. For each of the twelve months ended December
31, 2023 and 2022, approximately $ 2,261,000 and $ 1,505,000 depreciation expense was recorded, respectively.

Recognition

 The
Railroad Lease is treated as a direct financing lease. As such, income to P&WV under the Railroad Lease is recognized when received.

 Lease
revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are
recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease
agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage
escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts
and the straight-line amounts recorded as "deferred rent receivable" or "deferred rent liability". Collectability
is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the current economic and
business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not deemed probable, revenue
will only be recognized upon receipt of cash from the tenant. During the years ended December 31, 2023 and 2022, the Trust wrote off
a net amount of approximately $ 315,000 and $ 1,177,000, respectively, in straight-line rent receivable against rental income based on
its current assessment of collecting all remaining contractual rent on the greenhouse property leases. These tenants rent payments will
be recorded as rental revenue on a cash basis. Expenses for which tenants are contractually obligated to pay, such as maintenance, property
taxes and insurance expenses are not reflected in the Trust's consolidated financial statements unless paid by the Trust.

 F- 10

 Intangibles

 A
portion of the acquisition price of the assets acquired by PW Tulare Solar, LLC ("PWTS") was allocated on the Trust's
consolidated balance sheets between Land and Intangibles fair values at the date of acquisition. The total amount of in-place lease intangible
assets established was approximately $ 237,000, which was being amortized over a 24.6 -year period prior to its sale during the first quarter
of 2023. For the years ended December 31, 2023 and 2022, approximately $ 0 and $ 10,000 of the intangibles were amortized. The PWTS asset
was sold during 2023.

 A
portion of the acquisition price of the assets acquired by PW Regulus Solar, LLC ("PWRS") have been allocated on The Trust's
consolidated balance sheets between Land and Intangibles' fair values at the date of acquisition. The total amount of in-place
lease intangible assets established was approximately $ 4,714,000, which is amortized over a 20.7 -year period. For each of the twelve
months ended December 31, 2023 and 2022, approximately $ 227,000 of the intangibles was amortized.

 A
portion of the acquisition price of the assets acquired by PW CA Canndescent, LLC ("PW Canndescent") was allocated on the
Trust's consolidated balance sheets between Land, Improvements and Intangibles, fair values at the date of acquisition. The amount
of in-place lease intangible assets established was approximately $ 808,000, which was to be amortized over a 4.5 -year period. For the
year ended December 31, 2023 and 2022, approximately $ 0 and $ 134,700 of amortization expense was recognized. A below-market lease intangible
liability was recorded upon acquisition in the amount of approximately $ 179,000 and was to be amortized over a 4.5 -year period. Addition
to revenue for the amortization of the liability in the amount of approximately $ 0 and $ 30,000 was recognized for the years ended December
31, 2023 and 2022, respectively. The lease intangibles for PW Canndescent were fully impaired during the last quarter of 2022 based upon
the tenant default.

 Intangible
assets are evaluated whenever events or circumstances indicate the carrying value of these assets may not be recoverable. As of December
31, 2022, PW Candescent is considered held for sale and the lease intangible asset and liability associated with this property have been
written down to $ 0 with an impairment expense netting to approximately $ 398,000. See Note 8 for further discussion of the impairment
expense associated with the write down of in-place lease intangibles.

 The
following table provides a summary of the Intangible Assets:

 SCHEDULE OF INTANGIBLE ASSETS

 For the Years Ended December 31,

 Cost

 Accumulated
 Through 12/31/22

 Accumulated
 2023

 Net Book Value

 Asset Intangibles - PWRS

 $
 4,713,548

 $
 1,981,639

 $

 $
 2,504,421

 The
following table provides a summary of the current estimate of future amortization of Intangible Assets:

 SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS

 2024

 $

 2025

 $

 2026

 $

 2027

 $

 2028

 $

 Thereafter

 1,366,981

 Total

 $
 2,504,421

 F- 11

 Net
Investment in Direct Financing Lease – Railroad

 P&WV's
net investment in its leased railroad property, recognizing the lessee's perpetual renewal options, was estimated to have a current
value of $ 9,150,000, assuming an implicit interest rate of 10 %.

 Fair
Value

 Fair
value represents the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
The Trust measures its financial assets and liabilities in three levels, based on the markets in which the assets and liabilities are
traded and the reliability of the assumptions used to determine fair value.

 Level
 1 – valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow
 a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available
 pricing sources for market transactions involving identical assets, liabilities or funds.

 Level
 2 – valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar
 assets or liabilities or quoted prices in markets that are not active. Level 2 includes U.S. Treasury, U.S. government and agency
 debt securities, and certain corporate obligations. Valuations are usually obtained from third party pricing services for identical
 or comparable assets or liabilities.

 Level
 3 – valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models,
 discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level
 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 In
determining fair value, the Trust utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable
inputs to the extent possible as well as considering counterparty credit risk.

 The
carrying amounts of Power REIT's financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable
approximate fair value because of their relatively short-term maturities. The carrying value of long-term debt approximates fair value
since the related rates of interest approximate current market rates. There are no financial assets and liabilities carried at fair value
on a recurring basis as of December 31, 2023 and 2022.

 Other
Income

 Other
income for the years ended December 31, 2023 and 2022 is $ 303,547 and $ 181, respectively which consists of interest income and forgiveness
of accounts payable.

 Other

 Other
assets as of December 31, 2023 and 2022 is $ 69,972 and $ 0, respectively, which represents a tractor purchased by PW MillPro NE on August
21, 2023 for use at the Nebraska greenhouse.

 Other
Liabilities

 Other
liabilities as of December 31, 2023 and 2022 is $ 57,675 and $ 0, respectively, which refers to the finance loan agreement for the tractor
used at the Nebraska greenhouse. The loan is payable annually over five years with a 1.9 % interest rate and matures on August 21, 2028.

 Mortgage Loan

 PW SD issued seller financing in
connection with the sale of properties in the form of an $ 850,000
note with an 8.5 %
interest rate that will accrue until maturity on October
30, 2025. The note is secured by a second mortgage on the property and certain corporate and personal guarantees. PW SD
assessed the collectivity and deemed no allowance is needed as of December 31, 2023.

 F- 12

– GOING CONCERN

 The
Trust's objectives when managing its capital are to seek to ensure that there are adequate capital resources to safeguard the Trust's
ability to continue operating and maintain adequate levels of funding to support its ongoing operations and development such that it
can continue to provide returns to shareholders. The Trust's management evaluates whether there are conditions or events, considered
in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial
statements are issued.

 The
Trust's cash and cash equivalents and restricted cash totaled $ 4,104,884 as of December 31, 2023, an increase of $ 257,013 from
December 31, 2022. During the year ended December 31, 2023, the increase in cash was primarily due to the proceeds from the sale of the
Tulare and Sweet Dirt properties.

 The
Trust's current loan liabilities totaled approximately $ 15.5
million as of December 31, 2023. The current loan liabilities include approximately $ 14.4
million of a bank loan secured by the majority of the greenhouse portfolio (the "Greenhouse Loan") and which is
non-recourse to the Trust as well as approximately $ 456,000
of debt secured by a property (Salisbury, MA) that was sold in early 2024 and the loan was paid off.

 Of
the total amount of cash, approximately $ 2.2 million is non-restricted cash available for general corporate purposes and $ 1.9 million
is restricted cash related to the Greenhouse Loan.

 For
the year ended December 31, 2023, the Trust determined that there was substantial doubt as to its ability to continue as a going concern
as a result of current liabilities that far exceed current assets, net losses incurred, expected reduced revenue and increased property
expenses related to the greenhouse portfolio.

 In
early 2024, the Trust sold three properties which is expected to help with liquidity. The net proceeds from the sale of the
Salisbury, MA property was approximately $ 662,000
of unrestricted cash and the approximately $ 456,000
loan was retired at closing and is eliminated from current liabilities. The other sale produced approximately $ 53,000
of restricted cash and should generate cash flow from the seller financing provided that should provide cash to help service the
Greenhouse Loan.

 The
Greenhouse Loan is in default and the subject of litigation (See Note 13 Subsequent Events). Power REIT continues to try to work
with the lender to establish a path forward. However, the Greenhouse Loan is non-recourse to Power REIT which means that in the
event it cannot resolve issues with the lender and they foreclose on the properties, Power REIT should be able to continue as a
going concern albeit with a smaller portfolio of assets. In addition, it is possible that the Greenhouse Loan will lead to
distressed sales including possibly through foreclosures, which would have a negative impact on our prospects.

 As
of the filing date, The Trust's current liabilities far exceed current assets. If the Trust's plan to focus on selling
properties, entering into new leases, improving cash collections from existing tenants and raising capital in the form of debt or
equity is effectively implemented, the Trust's plan could potentially provide enough liquidity. However, the Trust cannot
predict, with certainty, the outcome of its actions to generate liquidity.

 Power
REIT's cash outlays at the parent company level consist principally of professional fees, consultant fees, NYSE American listing
fees, legal, insurance, shareholder service company fees, auditing costs, and general and administrative expenses. The Trust's
cash outlays related to our various property-owning subsidiaries consist principally of principal and interest expense on debts property
maintenance, property taxes, insurance, legal as well as other property related expenses that are not covered by tenants. To the extent
the Trust needs to raise additional capital to meet its obligations, there can be no assurance that financing on favorable terms will
be available when needed. If Power REIT is unable to sell certain assets when anticipated at prices anticipated, we may not have sufficient
cash to fund operations and commitments.

– CONCENTRATIONS

 Historically,
the Trust's revenue has been concentrated to a relatively limited number of investments, industries and lessees. As the Trust grows,
its portfolio may remain concentrated in a limited number of investments. For the fiscal year ended 2023, Power REIT collected approximately
 84 % of its consolidated revenue from two properties. The tenants are Norfolk Southern Railway and Regulus Solar LLC which represent 45 %
and 39 % of consolidated revenue respectively. For the fiscal year ended 2022, Power REIT collected approximately 57 % of its consolidated
revenue from four properties. The tenants are NorthEast Kind Assets, LLC ("Sweet Dirt"), Fiore Management LLC ("Canndescent"),
Norfolk Southern Railway and JAB Industries, Ltd ("JAB"), which represent 22 %, 10 %, 11 % and 14 % of consolidated revenue respectively.

 F- 13

– ACQUISITIONS AND DISPOSITION

 2023
Disposition

 On
January 6, 2023, a wholly owned subsidiary of Power REIT, sold its interest in five ground leases related to utility scale solar farms
located in Tulare County, California for gross proceeds of $ 2,500,000. The purchaser is an unaffiliated third party and the price was
established based on an arm's length negotiation. The properties were acquired by Power REIT in 2013 for $ 1,550,000 and Power REIT
recognized a gain on sale of approximately $ 1,040,000.

OF FAIR VALUE OF ASSETS DISPOSITION

 Land

 1,312,529

 Acquired lease intangible assets

 237,471

 Improvements

 -

 Total real estate investments

 1,550,000

 Less acquired lease intangible amortization

 ( 91,349
)

 -

 Net book value of property upon sale

 1,458,651

 On
November 1, 2023, a wholly owned subsidiary of Power REIT ("PW SD") sold its interest in a cannabis related greenhouse cultivation
facility located in Maine to an affiliate of its tenant. PW SD had entered into a Purchase and Sale Agreement related to this property
that had been renegotiated as part of proceeding toward closing. The total consideration was $ 4,787,000,
of which $ 3,400,000
 was paid in cash, $ 537,000
 was paid in the form of the release of the security
deposit held by PW SD and seller financing in the form of an $ 850,000
 note with an 8.5 %
interest rate that will accrue until maturity on October
30, 2025. The note is secured by a second mortgage
on the property and certain corporate and personal guarantees. Of the net proceeds received from the Sweet Dirt sale, $ 1,642,188
 was used to pay down the Greenhouse Loan. Power
REIT recognized a gain on sale of approximately $ 13,500..

 Land

 521,456

 Improvements

 4,714,084

 Total real estate investment

 5,235,540

 Less accumulated depreciation

 ( 462,010
)

 Net book value of property upon sale

 4,773,530

 2022
Acquisition

 On
March 31, 2022, Power REIT completed its first acquisition with the focus of cultivation of food crops, through a newly formed wholly
owned indirect subsidiary, PW MillPro NE LLC, ("PW MillPro"), and acquired a 1,121,513 square foot greenhouse cultivation
facility (the "MillPro Facility") on an approximately 86 -acre property and a separate approximately 4.88 -acre property with
a 21-room employee housing building (the "Housing Facility") for $ 9,350,000 and closing costs of approximately $ 91,000 located
in O'Neill, Nebraska. As part of the transaction, the Trust agreed to fund $ 534,430 to upgrade the facility but as of December
31, 2022, $ 0 construction in progress has been funded, and the tenant has ceased operations at the property.

 The
following table summarizes the preliminary allocation of the purchase consideration for the PW MillPro properties based on the relative
fair values of the assets when acquired:

 SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED

 Greenhouse

 Housing Facility

 Land

 $
 344,000

 $
 19,520

 Assets subject to depreciation:

 Improvements (Greenhouses / Processing Facilities)

 8,794,445

 283,399

 Total Assets Acquired

 $
 9,138,445

 $
 302,919

 F- 14

– DIRECT FINANCING LEASES AND OPERATING LEASES

 Information
as Lessor Under ASC Topic 842

 To
generate positive cash flow, as a lessor, the Trust leases its facilities to tenants in exchange for payments. The Trust's leases
for its railroad, solar farms and greenhouse cultivation facilities have lease terms ranging between 5 and 99 years. Payments from the
Trust's leases are either recognized on a straight-line basis over the terms of the respective leases or on a cash basis for tenants
with collectability issues. Total revenue from its leases recognized for the year ended December 31, 2023 and 2022 is approximately $ 2,054,000
and $ 8,518,000, respectively.

 Direct
Financing Leases

 The
Railroad Lease provides for a base cash rental of $ 915,000 per annum, payable quarterly, for the current 99 -year lease period. The leased
properties are maintained entirely at the lessee's expense. Under the terms of the Railroad Lease, which became effective October
16, 1964, NSC (formerly Norfolk and Western Railway Company) leased all of P&WV's real properties, including its railroad lines,
for a term of 99 years, renewable by the lessee upon the same terms for additional 99-year terms in perpetuity.

 The
Railroad Lease may be terminated by the lessee at the expiration of the initial term or any renewal term, or by default of NSC. In the
event of termination, NSC is obligated to return to P&WV all properties covered by the Railroad Lease, together with sufficient cash
and other assets to permit operation of the railroad for a period of one year. In addition, NSC would be obligated upon default or termination,
to the extent NSC has not previously paid indebtedness due to P&WV, to settle remaining indebtedness owed to P&WV. The existing
indebtedness owed to P&WV, including the ability of P&WV to make an immediate demand for payment of such amounts, was part of
the subject of a multi-year litigation which concluded in 2017. Based on the outcome of the litigation, the indebtedness that has accrued
on Power REIT's tax books is deemed uncollectable and was written off for tax purposes in 2017. The amount of this indebtedness
has not been reflected on P&WV's financial statements which are consolidated into Power REIT's financial statements and
therefore for financial reporting purposes there was no change related thereto.

 P&WV
has determined that the lease term is perpetual (for GAAP accounting purposes only) because it is perceived that it would be un-economic
for the lessee to terminate and the Lessee has control over its actions with respect to default and has unlimited renewal options. Accordingly,
as of January 1, 1983, the rentals receivable of $915,000 per annum, recognizing renewal options by the lessee in perpetuity, were estimated
to have a present value of $9,150,000, assuming an implicit interest rate of 10%. The Trust has evaluated their long-lived assets for
impairment and concluded there are no impairment indicators as of December 31, 2023.

 Operating
Leases

 Lease
revenue from solar land and CEA properties are accounted for as operating leases. Any such leases with rent escalation provisions are
recorded on a straight-line basis when the amount of escalation in lease payments is known at the time Power REIT enters into the lease
agreement, or known at the time Power REIT assumes an existing lease agreement as part of an acquisition (e.g., an annual fixed percentage
escalation) over the initial lease term, subject to a collectability assessment, with the difference between the contractual rent receipts
and the straight-line amounts recorded as "deferred rent receivable" or "deferred rent liability". Collectability
of contractual rent is assessed at quarter-end for each tenant receivable using various criteria including past collection issues, the
current economic and business environment affecting the tenant and guarantees. If collectability of the contractual rent stream is not
deemed probable, revenue will only be recognized upon receipt of cash from the tenant. During the year ended December 31, 2023, the trust
incurred rental income of approximately $ 315,000 due to the unwinding of straight-lining certain leases compared to 2022, when the Trust
wrote off a net amount of approximately $ 1,177,000 in straight-line rent receivable against rental income. These tenants rent payments
will be recorded as rental revenue on a cash basis. Expenses for which tenants are contractually obligated to pay, such as maintenance,
property taxes and insurance expenses are not reflected in the Trust's consolidated financial statements unless paid by the Trust.

 F- 15

 Due
to significant price compression in the wholesale cannabis market, many of our cannabis related tenants are currently experiencing severe
financial distress. Unfortunately, starting in 2022, collections from the CEA portfolio has diminished to a nominal amount. The Trust
is exploring strategic alternatives in respect to the CEA portfolio and has listed some of the assets for sale and may list additional
assets.

 Below
is a chart of operating leases for Power REIT as of December 31, 2023:

OF OPERATING LEASE INCOME

 Property Type/Name

 Lease Start

 Term (yrs)

 Renewal Options

 Triple Net Lease

 Rent Recorded 2023 ($)

 Rent Recorded 2022 ($)

 Solar Farm Lease

 Massachusetts

 PWSS

 Dec-11

 Y

 89,494

 89,494

 California

 PWRS

 Apr-14

 Y

 803,117

 803,117

 Greenhouse - Cannabis Lease

 Ordway, Colorado

 Maverick 1 1,3,

 11,976

 686,837

 Tamarack 18 1,3

 -

 469,948

 Maverick 14 1,3

 -

 639,816

 Sherman 6 - Green Street/Chronic 3

 Feb-20

 Y

 50,000

 523,015

 Tamarack 7 1,3

 -

 411,084

 Tamarack 7 (MIP)

 Jan-22

 Y

 15,000

 17,511

 Tamarack 19 1

 -

 182,464

 Tamarack 8 - Apotheke

 Jan-21

 Y

 -

 88,191

 Tamarack 14 1

 -

 -

 Tamarack 13 1

 -

 -

 Tamarack 3 1,3

 -

 300,305

 Tamarack 27 and 28 1,2

 -

 -

 Sherman 21 and 22 1,2,3

 -

 ( 99,209
)

 Maverick 5 - Jacksons Farms 3

 Nov-21

 Y

 4,790

 14,847

 Tamarack 4 and 5 1

 -

 -

 Walsenburg, Colorado 1,3

 -

 242,779

 Desert Hot Springs, California 3

 Feb-21

 Y

 18,746

 916,272

 Vinita, Oklahoma 1,3

 -

 125,695

 Marengo Township, Michigan 1

 -

 -

 Greenhouse - Food Crop

 O'Neill, Nebraska 1,3

 -

 193,000

 993,123

 5,605,166

 Property is vacant

 In litigation

 Recognized security
 deposit as rent during 2022

 F- 16

 The
following is a schedule by years of minimum future rentals on non-cancelable operating leases as of December 31, 2023 for assets and
assets held for sale where revenue recognition is considered on a straight-line basis:

OF MINIMUM FUTURE RENTALS ON NON-CANCELABLE OPERATION LEASES

 Assets Held for Sale

 2024

 803,941

 90,371

 2025

 811,802

 91,275

 2026

 820,004

 92,188

 2027

 828,155

 93,110

 2028

 836,388

 94,041

 Thereafter

 5,155,262

 459,605

 Total

 $
 9,255,552

 $
 920,590

– LONG-TERM DEBT

 On
December 31, 2012, as part of the Salisbury land acquisition, PW Salisbury Solar, LLC ("PWSS") assumed existing
municipal financing ("Municipal Debt"). The Municipal Debt has approximately 10
years remaining. The Municipal Debt has a simple interest rate of 5.0 %
that is paid annually, due on February
1 of each year. The balance of the Municipal Debt as of December 31, 2023 and 2022 was approximately $ 51,000
and $ 58,000,
respectively. On January 30, 2024, the PWSS property was sold and the loan was paid off (see Note 13 Subsequent Events).

 In
July 2013, PWSS borrowed $ 750,000 from a regional bank (the "PWSS Term Loan"). The PWSS Term Loan carries a fixed interest
rate of 5.0 % for a term of 10 years and amortizes based on a 20-year principal amortization schedule. The PWSS Term Loan matured on August
1, 2023 and the bank has agreed to provide a 6-month extension of the maturity. The loan is secured by PWSS' real estate assets
and a parent guarantee from the Trust. The balance of the PWSS Term Loan as of December 31, 2023 and 2022 was approximately $ 456,000
(net of approximately $ 0 of capitalized debt costs) and approximately $ 490,000 (net of approximately $ 1,400 of capitalized dept costs).
On January 30, 2024, the PWSS property was sold and the loan was paid off (see Note 13 Subsequent Events).

 On
November 6, 2015, PWRS entered into a loan agreement (the "2015 PWRS Loan Agreement") with a lender for $ 10,150,000 (the
"2015 PWRS Loan"). The 2015 PWRS Loan is secured by land and intangibles owned by PWRS. PWRS issued a note to the benefit
of the lender dated November 6, 2015 with a maturity date of October 14, 2034 and a 4.34 % interest rate. The 2015 PWRS Loan is non-recourse
to Power REIT. The balance of the PWRS Bonds as of December 31, 2023 and 2022 was approximately $ 6,957,000 (net of approximately $ 235,000
of capitalized debt costs) and approximately $ 7,393,000 (net of approximately $ 258,000 of capitalized debt costs), respectively.

 On
November 25, 2019, Power REIT, through a newly formed subsidiary, PW PWV Holdings LLC ("PW PWV"), entered into a loan agreement
(the "PW PWV Loan Agreement") with a certain lender for $ 15,500,000 (the "PW PWV Loan"). The PW PWV Loan is secured
by pledge of PW PWV's equity interest in P&WV, its interest in the Railroad Lease and a security interest in a deposit account
(the "Deposit Account") pursuant to a Deposit Account Control Agreement dated November 25, 2019 into which the P&WV rental
proceeds are deposited. Pursuant to the Deposit Account Control Agreement, P&WV has instructed its bank to transfer all monies deposited
in the Deposit Account to the escrow agent as a dividend/distribution payment pursuant to the terms of the PW PWV Loan Agreement. The
PW PWV Loan is evidenced by a note issued by PW PWV to the benefit of the lender for $ 15,500,000, with a fixed interest rate of 4.62 %
and fully amortizes over the life of the financing which matures in 2054 ( 35 years). The PW PWV Loan is non-recourse to Power REIT. The
balance of the loan as of December 31, 2023 and 2022 was approximately $ 14,412,000 (net of approximately $ 276,000 of capitalized debt
costs) and approximately $ 14,615,000 (net of approximately $ 285,000 of capitalized debt costs), respectively.

 F- 17

 On
December 21, 2021, a wholly-owned subsidiary of Power REIT ("PW CanRE Holdings") entered into a debt facility with initial
availability of $ 20 million (the "Greenhouse Loan"). The facility is non-recourse to Power REIT and has perfected liens against
all of Power REIT CEA portfolio properties except for the property located in Vinita, OK. The Greenhouse Loan had a 12 month draw period
and then converts to a term loan that is fully amortizing over five years. The interest rate on the Greenhouse Loan was 5.52 % and throughout
the term of the loan, a debt service coverage ratio of equal to or greater than 2.00 to 1.00 must be maintained. On October 28, 2022,
the terms of the Greenhouse Loan were amended such that the amortization period was extended from 5 years to 10 years for the calculation
of debt service coverage ratio and a 6 -month debt service payment reserve requirement of $ 1 million was established. On March 13, 2023
the Greenhouse Loan entered into an additional modification of which the terms are summarized as follows:

 -

 The
 total commitment is reduced from $ 20 million to $ 16 million.

 -

 The
 interest rate is changed to the greater of: (i) 1% above the Prime rate and (ii) 8.75%.

 -

 Monthly
 payments on the Greenhouse Loan will be interest only until maturity.

 -

 A
 portion of the proceeds from the sale of assets within the Borrowing Base for the Greenhouse Loan will be required to pay the outstanding
 loan amount.

 -

 The
 maturity date of the Greenhouse Loan is changed to December 21, 2025.

 -

 The
 Debt Service Coverage ratio will be 1.50 to 1.00 and the test will be performed on an annual basis and is eliminated until the calendar
 year 2024.

 -

 The
 definition of assets included in the Borrowing Base for the Greenhouse Loan no longer eliminates assets where tenants are in default
 for failure to make timely rent payments.

 -

 An
 agreed upon minimum liquidity amount shall be maintained in the amount of $ 1 million.

 -

 A
 $ 160,000 fee will be charged by the bank for the modification.

 Debt
issuance expenses of approximately $ 0 and $ 44,000 have been capitalized during the twelve months ended December 31, 2023 and 2022, respectively.
Amortization of approximately $ 264,600 and $ 44,000 has been recognized for the years ended December 31, 2023 and 2022, respectively and
approximately $ 46,000 deferred debt issuance costs were re-classed as contra liability upon the loan commitment reduction for the year
ended December 31, 2023; approximately $ 255,165 deferred debt issuance costs were re-classed as contra liability upon the loan draw for
the year ended December 31, 2022. The balance of the loan as of December 31, 2023 and 2022 is approximately $ 14,358,000 (net of approximately
$ 0 of debt costs) and approximately $ 15,781,000 (net of approximately $ 219,000 of unamortized debt costs). During the year ended December
31, 2023, the Trust also recognized $ 160,000 loan modification expense in connection with the March 13, 2023 modification.

 As
of December 31, 2023, PW CanRe Holdings, LLC has an outstanding balance on the Greenhouse Loan of $ 14,358,000.
The lender has declared a default which allows for the acceleration of the Greenhouse Loan which is being treated as a current debt
obligation. In March 2024, the lender filed a litigation seeking among other things, foreclosure and appointment of a receiver (See
Note 13 Subsequent Events). There can be no assurance that PW CanRe, LLC Holdings will be able to satisfy the requirements of the
lender which could result in the foreclosure of collateral. Although the Greenhouse Loan is non-recourse to Power REIT, foreclosure
of properties, would result in a decrease in assets and potential income to Power REIT.

 F- 18

 The
amount of principal payments remaining on Power REIT's long-term debt as of December 31, 2023 including the modified repayment
schedule for the Greenhouse Loan is as follows:

OF LONG TERM DEBT

 Total Debt

 2024

 15,529,584

 2025

 755,634

 2026

 797,628

 2027

 841,452

 2028

 887,325

 Thereafter

 17,933,071

 Long term debt

 $
 36,744,694

– IMPAIRMENTS AND ASSETS HELD FOR SALE

 For
the years ended December 31, 2023 and 2022, the Trust concluded that an impairment of value of certain assets within its greenhouse portfolio
was appropriate based on market conditions. The impairment takes into account assets held for sale. During 2023 and 2022, the Trust recorded
approximately $ 8.2 million and $ 16.7 million in non-cash impairment charges.

 A
summary of the Trust's impairment expense for the years ended December 31, 2023 and 2022 is below:

 SUMMARY
OF TRUSTS IMPAIRMENT EXPENSES

 2023

 2022

 Impairment Expense

 As of December 31,

 2023

 2022

 Assets Held for Sale

 $
 5,692,131

 $
 9,724,108

 Long-Lived Assets

 2,543,005

 6,617,135

 Lease Intangible (net)

 -

 397,797

 Impairment Expense

 $
 8,235,136

 $
 16,739,040

 Any
decline in the estimated fair values of our assets could result in impairment charges in the future. It is possible that such impairments,
if required, could be material.

 The
Trust has aggregated and classified the assets and liabilities of this business as held for sale in our Consolidated Balance Sheets as
of December 31, 2023. The prior period comparative balance sheet as of December 31, 2022 is recast to achieve comparability. The balance
sheet as of December 31, 2022 also included the Tulare property and Sweet Dirt property which were sold during 2023 and therefore removed
from the December 31, 2023 column. The assets and liabilities of assets held for sale were as follows:

OF ASSETS AND LIABILITIES OF ASSETS HELD FOR SALE

 December 31, 2023

 December 31, 2022

 ASSETS

 Land

 2,301,730

 4,145,716

 Greenhouse cultivation and processing facilities, net of accumulated depreciation

 8,574,355

 18,714,406

 Accounts receivable

 -

 60,176

 Intangible lease asset, net of accumulated amortization

 -

 146,121

 Deferred rent receivable

 13,169

 341,074

 TOTAL ASSETS - Held for sale

 10,889,254

 23,407,493

 LIABILITIES

 Accounts payable

 109,774

 151,561

 Tenant security deposits

 110,492

 580,000

 Prepaid rent

 30,000

 37,161

 Accrued expenses

 469,739

 210,126

 Current portion of long-term debt, net of unamortized discount

 462,411

 495,330

 Long-term debt, net of unamortized discount

 44,712

 52,488

 TOTAL LIABILITIES - Held for sale

 1,227,128

 1,526,666

 F- 19

– EQUITY AND LONG-TERM COMPENSATION

of Stock Based Compensation Activity

 Power
REIT's 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and
approved by shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory
Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan's
purpose is to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert
maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from
increases in value of the common Stock through the granting of awards. As of December 31, 2023, the aggregate number of shares of Common
Stock that may be issued pursuant to outstanding awards is 1,501,295.

of Stock Based Compensation Activity – Options

 On
July 15, 2022, the Trust granted non-qualified stock options ("options") to acquire an aggregate 205,000 shares of common
stock at a price of $ 13.44 to its independent trustees and officers. The term of each option is 10 years. The options vest over three
years as follows: in a series of thirty-six (36) equal monthly installments measured from the Vesting Commencement Date on the same date
of the month as the Vesting Commencement Date which is August 1, 2022.

 The
Trust accounts for share-based payments using the fair value method. The Trust recognizes all share-based payments in our financial statements
based on their grant date fair values and market closing price, calculated using the Black-Scholes option valuation model.

 The
following assumptions were made to estimate fair value:

OF STOCK BASED COMPENSATION VALUATION ASSUMPTION OF ACTIVITY OPTIONS

 Expected Volatility

 %

 Expected Dividend Yield

 %

 Expected Term (in years)

 5.8

 Risk Free Rate

 3.05
 %

 Estimate of Forfeiture Rate

 %

 The
Trust uses historical data to estimate dividend yield and volatility and the "simplified method" as described in the SEC
Staff Accounting Bulletin #110 to determine the expected term of the option grants. The risk-free interest rate for the expected term
of the options is based on the U.S. treasury yield curve on the grant date. The Trust does not have historical data of forfeiture, and
as a policy, has used a 0 percent forfeiture rate in calculating unrecognized share-based compensation expense and will instead, account
for forfeitures as they occur. On January 31, 2023, 6,250 options and on April 30, 2023, 1,250 options were forfeited by an employee
who is no longer employed by the Trust.

 F- 20

 The
summary of stock-based compensation activity for the year ended December 31, 2023, with respect to the Trust's stock options, is
as follows:

of Activity – Options

OF SHARE BASED COMPENSATION STOCK OPTION ACTIVITY

 Average

 Exercise

 Aggregate

 Intrinsic

 Options

 Price

 Value

 Balance as of December 31, 2022

 205,000

 $
 13.44

 -

 Options Forfeited

 ( 7,500
)

 13.44

 Balance as of December 31, 2023

 197,500

 13.44

 -

 Options exercisable as of December 31, 2023

 93,264

 $
 13.44

 -

 The
weighted average remaining term of the options is 8.54 years.

 The
summary of Plan activity for the year ended December 31, 2022, with respect to the Trust's stock options, was as follows:

of Activity - Options

 Average

 Aggregate

 Options

 Exercise Price

 Intrinsic Value

 Balance as of December 31, 2021

 205,000

 $
 13.44

 -

 Options Forfeited

 -

 13.44

 -

 Balance as of December 31, 2022

 205,000

 13.44

 -

 Options exercisable as of December 31, 2022

 56,944

 $
 13.44

 -

of Stock Based Compensation Activity – Restricted Stock

2023, the Trust did not grant any shares of restricted stock to its officer or independent trustees.

 On
July 15, 2022, the Trust granted 22,400 shares of restricted stock to its officer ( 20,000 shares) and independent trustees ( 600 shares
each). The restricted stock vests over 36 months for the officer and quarterly over four quarters for the trustees and is valued based
on the market price of the common stock on the grant date.

 F- 21

 The
summary of stock-based compensation activity for the year ended December 31, 2023, with respect to the Trust's restricted stock,
was as follows:

of Activity - Restricted Stock

OF SHARE BASED COMPENSATION RESTRICTED STOCK UNITS AWARD ACTIVITY

 Shares of

 Average

 Restricted

 Grant Date

 Stock

 Fair Value

 Balance as of December 31, 2022

 28,182

 21.64

 Plan Awards

 -

 -

 Restricted Stock Forfeited

 -

 -

 Restricted Stock Vested

 ( 14,767
)

 24.48

 Balance as of December 31, 2023

 13,415

 18.50

 The
summary of stock-based compensation activity for the year ended December 31, 2022, with respect to the Trust's restricted stock,
was as follows:

of Activity - Restricted Stock

 Shares of

 Average

 Restricted

 Grant Date

 Stock

 Fair Value

 Balance as of December 31, 2021

 31,260

 24.83

 Plan Awards

 22,400

 13.44

 Restricted Stock Forfeited

 ( 300
)

 -

 Restricted Stock Vested

 ( 25,178
)

 18.13

 Balance as of December 31, 2022

 28,182

 21.64

the year ended December 31, 2022, 300 shares of unvested restricted stock was forfeited upon one previous board member's resignation
from the board.

 Stock-based

2023, the Trust recorded approximately $ 361,000 of non-cash expense related to restricted stock and approximately $ 524,000 of non-cash
expense related to options granted compared to approximately $ 456,000 of non-cash expense related to restricted stock and $ 226,000 non-cash
expense related to options granted for 2022. As of December 31, 2023, there was approximately $ 248,000 of total unrecognized share-based
compensation expense for restricted stock and approximately $ 858,000 of total unrecognized share-based compensation expense for options,
which will be recognized through the third quarter of 2025. The Trust does not currently have a policy regarding the repurchase of shares
on the open market related to equity awards.

- INCOME TAXES

 The
Trust is organized as a Maryland-domiciled real estate investment trust and has elected to be treated under the Internal Revenue Code
as a real estate investment trust. As such, the Trust does not pay Federal taxes on taxable income and capital gains to the extent that
they are distributed to shareholders. In order to maintain qualified status, at least 90 % of annual ordinary taxable income must be distributed;
it is the intention of the trustees to continue to make sufficient distributions to maintain qualified status. As of December 31, 2022,
the last tax return completed to date, the Trust has a net operating loss of $ 24.5 million, which is available to meet this requirement.

 F- 22

 Under
the Railroad Lease, NSC reimburses P&WV, in the form of additional cash rent, for all taxes and governmental charges imposed upon
the assets leased by NSC from P&WV, except for taxes relating to cash rent payments made by the lessee. Due to the treatment of the
Railroad Lease as a direct financing lease for financial reporting purposes, the tax basis of the leased property is higher than the
basis of the leased property as reported in these consolidated financial statements.

 The
Trust has implemented the accounting guidance for uncertainty in income taxes using the provisions of FASB ASC 740, Income Taxes.
Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the position
will be sustained upon examination by the tax authorities.

 The
Trust is generally no longer subject to examination by income taxing authorities for years ended prior to December 31, 2020.

- RELATED PARTY TRANSACTIONS

 A
wholly-owned subsidiary of Hudson Bay Partners, LP ("HBP"), an entity associated with our CEO and Chairman of the Trust,
David Lesser, provides the Trust and its subsidiaries with office space at no cost. Effective September 2016, the Board of Trustees approved
reimbursing an affiliate of HBP $ 1,000 per month for administrative and accounting support based on a conclusion that it would pay more
for such support from a third party. The amount paid has increased over time with the approval of the independent members of the Board
of Trustees. Effective February 23, 2021, the monthly amount paid to the affiliate of HBP increased to $ 4,000. A total of only $ 8,000
was paid pursuant to this arrangement during the year ended December 31, 2022. During the first quarter of 2022, the Trust eliminated
this recurring related party transaction and implemented payroll through Power REIT.

 Power
REIT has a relationship with Millennium Sustainable Ventures Corp., formerly Millennium Investment and Acquisition Company Inc.
("MILC'). David H. Lesser, Power REIT's Chairman and CEO, is also Chairman and CEO of MILC. MILC, through
subsidiaries or affiliates, established cannabis and food crop cultivation projects and entered into leases related to the
Trust's Oklahoma, Michigan and Nebraska properties and MILC is a lender to the tenant of one of the Trust's Colorado
properties. As of December 31, 2023, these properties are currently not operational and the Trust is evaluating alternatives related
thereto. Total rental income recognized for the years ended December 31, 2023 from the tenants that are affiliated with MILC in
Colorado, Oklahoma, Michigan and Nebraska was $ 0 compared
to total rental income recognized for the years ended December 31, 2022 from the affiliated tenants in Colorado, Oklahoma, Michigan
and Nebraska of $ 260,296,
$ 125,695,
$ 0
and $ 193,000
respectively. Power REIT retained former employees of MILC to maintain and upkeep the property in Nebraska. The MILC employees
were initially paid through a payroll service used by a subsidiary of MILC and a subsidiary of Power REIT reimbursed MILC for the actual
expenses related hereto. For the year ended December 31, 2023, total payments to MILC for payroll
is $ 162,700. This arrangement ended in January 2024.

 Effective
March 1, 2022, the Sweet Dirt Lease was amended (the "Sweet Dirt Lease Second Amendment") to provide funding in the amount
of $ 3,508,000 to add additional items to the property improvement budget for the construction of a Cogeneration / Absorption Chiller
project to the Sweet Dirt Property. A portion of the property improvement budget, amounting to $ 2,205,000, was to be supplied by IntelliGen
Power Systems LLC ("IntelliGen") which is owned by HBP, an affiliate of David Lesser, Power REIT's Chairman and CEO.
As of December 31, 2023 and 2022, $ 1,102,500 and $ 1,102,500 has been paid to IntelliGen Power Systems LLC for equipment supplied. On
January 23, 2023, the Sweet Dirt lease was amended to reduce the amount of improvements to be funded by PW SD to eliminate the remaining
funding to IntelliGen Power Systems with a corresponding reduction in lease payments to maintain the same overall yield.

 Under
the Trust's Declaration of Trust, the Trust may enter into transactions in which trustees, officers or employees have a financial
interest; provided however, that in the case of a material financial interest, the transaction shall be disclosed to the Board of Trustees
or the transaction shall be fair and reasonable. After consideration of the conditions and terms of the payment to an affiliate of HBP
for accounting and administrative support, the independent trustees approved the agreement with the affiliate of HBP described above,
finding the aforementioned arrangements to be fair and reasonable and in the interest of the Trust.

- CONTINGENCY

 The
Trust's wholly-owned subsidiary, P&WV, is subject to various restrictions imposed by the Railroad Lease with NSC, including
restrictions on share and debt issuance, including guarantees.

 F- 23

- SUBSEQUENT EVENTS

 On
January 8, 2024, two wholly owned subsidiaries of Power REIT, PW CO CanRE Sherman 6 LLC and PW CO CanRE MF LLC, sold two cannabis
related greenhouse cultivation properties located in Ordway, Colorado to an affiliate of a tenant of one of the properties. The
properties are described in prior filings as Sherman 6 (the tenant of which is affiliated with the tenant/purchaser) and Tamarack 14
which was vacant. The purchaser is an unaffiliated third party and the price was established based on an arm's length
negotiation. The sale price was $ 1,325,000.
As part of the transaction, a subsidiary of the Trust provided seller financing in the amount of $ 1,250,000
with an initial 10 %
interest rate that increases over time to 15 %
until maturity. The
seller financing has a three-year maturity with a fixed amortization schedule of $75,000 for the first month, $40,000 for the second
and third months, $45,000 for the fourth month and $15,000 per month thereafter until maturity. The note is secured by a
first mortgage on the properties and certain corporate and personal guarantees.

 On
January 30, 2024, a wholly owned subsidiary of Power REIT, PW Salisbury Solar LLC, sold its interest in a ground lease related to utility
scale solar farms located in Salisbury, Mass. for gross proceeds of $ 1.2 million. The purchaser is an unaffiliated third party and the
price was established based on an arm's length negotiation. As part of the transaction, the Municipal Debt and the PWSS Term Loan
were paid off.

 On
March 13, 2024, East West Bank ("EWB") initiated a complaint in the Superior Court of California, County of Los Angeles (Case
24STCV06180) against PW CanRE Holdings, LLC, PW CanRE of Colorado Holdings LLC, PW ME CanRE SD LLC, PW CO CanRE Walsenburg LLC, PW Co
CanRE JKL LLC, PW CO CanRE JAB LLC, PW CO CanRE Tam 19 LLC, PW CO CanRE Mav 14 LLC, PW CO CanRE Gas Station LLC, PW CO CanRE Grail LLC,
PW CO CanRE Tam 7 LLC, PW CO CanRE Cloud Nine LLC, PW CO CanRE Apotheke LLC, PW CO CanRE Mav 5 LLC, PW CO CanRE MF LLC, PW MillPro NE
LLC, PW CA CanRE Canndescent LLC and PW MI CanRE Marengo LLC. The litigation relates to a loan secured by various properties held by
PW CanRE Holdings, LLC through its ownership of the various subsidiaries that are also named in the complaint. The complaint is seeking
(i) Judicial Foreclosure (ii) Specific Performance (iii) Appointment of Receiver; (iv) Injunctive Relief; (v) Breach of Contract (Security
Agreement); (vi) Breach of Contract (Guaranty); (vii) Money Due; and (viii) Account Stated.

 F- 24