Exhibit
4.1


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED


 


POWER
REIT (the “Company,” “we,” “us,” and “our”) has two classes of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are: (i) our
common shares of beneficial interest, par value $0.001 per share (“common shares”) and (ii) our 7.75% Series A Cumulative
Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per share (“Series A Preferred Stock”).


 


General


 


The
following description of our common shares and our Series A Preferred Stock is a summary and does not purport to be complete.
It is subject to and qualified in its entirety by reference to detailed provisions of our Declaration of Trust and By-laws governing
the terms of these securities. These statements do not purport to be complete, or to give full effect to the provisions of applicable
statutory and common law, and are subject to, and qualified in their entirety by reference to, the terms of Maryland law and our
Declaration of Trust and By-Laws, copies of which are filed as exhibits to our Annual Report on Form 10-K/A for the fiscal year
ended December 31. 2019, of which this Exhibit 4.1 is a part.


 


Pursuant
to our Declaration of Trust, our authorized capital stock consists of 100,000,000 shares, classified as 99,825,000 shares of common
stock, par value $0.001 per share and 175,000 shares of Series A Preferred Stock, par value $0.001 with a total of 144,636 shares
of our Series A Preferred Stock issued and outstanding.


 


Description
of Common Shares


 


General


 


Pursuant
to our Declaration of Trust, the Board of Trustees may authorize, without approval of any shareholder, the issuance from time
to time of shares of any class or series or securities or rights convertible into shares of any class or series for such consideration
(whether in cash, property, past or future services, obligation for future payment or otherwise) as the Board of Trustees may
deem advisable (or without consideration in the case of a share dividend or share split).


 


Except
as may be provided by the Board of Trustees in setting the terms of any particular securities that we may issue, no holder of
our common shares or other securities has any preemptive right to purchase or subscribe for any additional common shares or other
securities.


 


Shares
Outstanding


 


As
of December 31, 2019, we had 1,872,939 common shares issued and outstanding, which shares are fully paid and non-assessable.


 


Voting
Rights


 


Each
holder of common shares is entitled to one vote for each share registered in such holder’s name on our books on all matters
submitted to a vote of shareholders. The holders of our common shares do not have cumulative voting rights. As a result, the holders
of common shares entitled to exercise more than 50% of the voting rights in an election of trustees can elect 100% of the trustees
to be elected if they choose to do so. In such event, the holders of the remaining common shares voting for the election of trustees
will not be able to elect any persons to our Board of Trustees. The company’s quorum requirements for the election of trustees
and for other general matters submitted to a vote of shareholders, is 33% unless otherwise specified by statute or in our Governing
Documents. Our trustees are elected to serve for one-year terms and are re-elected annually at the annual shareholders’
meeting.


 




    	 	1	 



     


    

 


Dividend
Rights


 


Holders
of common shares are entitled to such dividends as our Board of Trustees may declare out of funds legally available therefore.
Debt agreements or preferred stock agreements that we enter into may contain restrictions on certain payments by us, including
dividends.


 


Liquidation
Rights and Other Preferences


 


Subject
to the prior rights of creditors and any preferred shares outstanding, the holders of the common shares are entitled in the event
of liquidation, dissolution or winding up to share pro rata in the distribution of all remaining assets. There are no preemptive
or conversion rights or redemption or sinking fund provisions in respect of the common shares.


 


Maryland
Law permits a Maryland real estate investment trust to include in its declaration of trust a provision limiting the liability
of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (a) actual
receipt of an improper benefit or profit in money, property or services or (b) active or deliberate dishonesty established in
a judgment or other final adjudication to be material to the cause of action. Our Declaration of Trust contains a provision that
limits the liability of our trustees and officers to the maximum extent permitted by Maryland law.


 


Transfer
Agent and Registrar


 


The
Transfer Agent and Registrar for our common shares is Broadridge Corporate Issuer Solutions, Inc.


 


Exchange
Listing


 


Our
common shares are listed on The NYSE American under the symbol “PW.”


 


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.


 


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.


 


Description
of Preferred Stock


 


Our
Board of Trustees has the power under our charter to classify and reclassify any unissued common shares into one or more classes
or series of preferred stock, set the terms of each such class or series and authorize us to issue the newly classified or reclassified
shares. Each such class or series of preferred stock will have such designations, preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption
as shall be determined by our Board of Trustees.


 




    	 	2	 



     


    

 


In
connection with the completion of the first sale of Series A Preferred Stock, our Board of Trustees reclassified and designated
175,000 shares of our common shares of beneficial interest as Series A Preferred Stock. In connection with the issuance of our
Series A Preferred Stock, we filed with the Maryland State Department of Assessments and Taxation articles of amendment to give
effect to supplementary articles reflecting this reclassification of common stock as Series A Preferred Stock and the terms of
the Series A Preferred Stock. After giving effect to these supplementary articles, the authorized capital stock of the Company
consists of 100,000,000 shares, classified as 99,825,000 shares of common stock, par value $0.001 per share and 175,000 shares
of Series A Preferred Stock, par value $0.001 with a total of 144,636 shares of our Series
A Preferred Stock issued and outstanding.


 


The
outstanding shares of Series A Preferred Stock are fully paid and non-assessable. Additional shares of preferred stock may be
issued in one or more series from time to time by our Board of Trustees, and the Board of Trustees is expressly authorized to
fix the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions of each series.
Subject to the determination of our Board of Trustees, any shares of preferred stock that may be issued in the future would generally
have preferences over our common stock with respect to the payment of dividends and the distribution of assets in the event of
any liquidation, dissolution or winding up of Power REIT.


 


Preferred
stock may be issued independently or together with any other securities and may be attached to or separate from the securities.
The statements below describing the preferred stock are in all respects subject to and qualified in their entirety by reference
to the applicable provisions of our charter and bylaws setting forth the terms of a class or series of preferred stock. The issuance
of preferred stock could adversely affect the voting power, dividend rights and other rights of holders of common stock. Although
our Board of Trustees does not have this intention at the present time, it or a duly authorized committee could establish another
class or series of preferred stock, that could, depending on the terms of the series, delay, defer or prevent a transaction or
a change in control of our company that might involve a premium price for the common stock or otherwise be in the best interest
of the holders thereof.


 


Description
of Series A Preferred Stock


 


Shares
Outstanding


 


As
of December 31, 2019, we had 144,636 shares of Series A Preferred Stock issued and outstanding.


 


Ranking


 


The
Series A Preferred Stock, as to dividend rights and rights upon our liquidation, dissolution or winding-up, rank:


 


	 	●	senior
    to all classes or series of our common stock and to all other equity securities ranking junior to the Series A Preferred Stock
    with respect to dividend rights and rights upon our liquidation, dissolution or winding up;


 


	 	●	equal
    to any class or series of equity securities ranking equal to the Series A Preferred Stock with respect to dividend rights
    or rights upon our liquidation, dissolution or winding up; and


 


	 	●	junior
    to any class or series of equity securities ranking senior to the Series A Preferred Stock with respect to dividend rights
    or rights upon our liquidation, dissolution or winding up.


 


The
term “equity securities” does not include convertible debt securities, which would rank senior to the Series A Preferred
Stock prior to conversion (and whose ranking after conversion would depend on the specific terms of the post-conversion securities).
In addition, the Series A Preferred Stock ranks junior to all our current and future indebtedness and the indebtedness of our
subsidiaries.


 


Dividends


 


Holders
of outstanding shares of the Series A Preferred Stock are entitled to receive, out of funds legally available for the payment
of dividends, cumulative cash dividends in the amount of $1.9375 per share each year, which is equivalent to the rate of 7.75%
of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Commencing June 15, 2014, dividends are
payable quarterly in arrears for the preceding Dividend Period (as defined below) on the 15th day of March, June, September and
December of each year or, if not a business day, the next succeeding business day, to all holders of record on the applicable
record date. We refer to each such payment date as a “Dividend Payment Date,”, and “Dividend Period” means,
with respect to a given Dividend Payment Date, the nearest preceding period among the following: March 1 to May 31, June 1 to
August 31, September 1 to November 30 and December 1 to the last day of the next following February (other than the initial Dividend
Period, which shall commence on the original issuance date of the Series A Preferred Stock held and end on and include May 31,
2014).


 




    	 	3	 



     


    

 





Any
dividend payable on Series A Preferred Stock, including any dividend payable for any partial dividend period (for example, any
dividend payable in respect of shares that have been outstanding for only part of a dividend period), will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record of Series A Preferred Stock
as they appear in the transfer agent’s records at the close of business on the applicable record date, which will be the
date that our Board of Trustees designates as the record date for the payment of a dividend that is not more than 30 nor fewer
than 10 days prior to the Dividend Payment Date, which date we refer to as a “Dividend Payment Record Date.”


 


Our
Board of Trustees will not authorize, pay or set apart for payment by us any dividend on the Series A Preferred Stock at any time
that:


 


	 	●	the
    terms and conditions of any of our agreements, including any agreement relating to our indebtedness, prohibits such authorization,
    payment or setting apart for payment;
	 	 	 
	 	●	the
    terms and conditions of any of our agreements, including any agreement relating to our indebtedness, provides that such authorization,
    payment or setting apart for payment would constitute a breach of, or a default under, such agreement; or
	 	 	 
	 	●	the
    law restricts or prohibits such authorization, payment or setting apart for payment.


 


Notwithstanding
the foregoing, dividends on the Series A Preferred Stock will accrue whether or not:


 


	 	●	any
    of the agreements or laws referred to above are applicable;
	 	 	 
	 	●	we
    have earnings;
	 	 	 
	 	●	there
    are funds legally available for the payment of such dividends; or
	 	 	 
	 	●	such
    dividends are declared by us.


 


Accrued
but unpaid dividends on the Series A Preferred Stock will not bear additional interest.


 


We
will not declare or pay or set aside for payment any dividends (other than a dividend paid in common stock or other shares ranking
junior to the Series A Preferred Stock as to dividends and upon liquidation) or declare or make any distribution of cash or other
property on common stock or other shares that rank junior or equal to the Series A Preferred Stock as to dividends and upon liquidation
or redeem or otherwise acquire common stock or other shares that rank junior or equal to the Series A Preferred Stock as to dividends
and upon liquidation (except by conversion into or exchange for common stock or other shares ranking junior to the Series A Preferred
Stock as to dividends and upon liquidation and except for the redemption of shares of our stock pursuant to the provisions of
our charter relating to ownership limits and restrictions on transfer of our equity securities), unless we also have declared
and either paid or set aside for payment full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods.


 


If
we do not declare and either pay or set aside for payment full cumulative dividends on the Series A Preferred Stock and all shares
that rank equal, as to dividends, to the Series A Preferred Stock, the amount that we have declared will be allocated pro rata
to the holders of Series A Preferred Stock and such other shares, so that the amount declared for each share of Series A Preferred
Stock and for each such other share is proportionate to the accrued and unpaid dividends on such security. Any dividend payment
made on the Series A Preferred Stock will first be credited against the earliest accrued but unpaid dividend due with respect
to such securities that remains payable.


 


If,
for any taxable year, we elect to designate as “capital gain dividends” (as defined in Section 857 of the Code) a
portion, which we refer to as the Capital Gains Amount, of the dividends not in excess of our earnings and profits that are paid
or made available for the year to the holders of all classes of shares, or the “Total Dividends”, then the portion
of the Capital Gains Amount that will be allocable to the holders of Series A Preferred Stock will be the Capital Gains Amount
multiplied by a fraction, the numerator of which will be the total dividends (within the meaning of the Code) paid or made available
to the holders of Series A Preferred Stock for the year and the denominator of which will be the Total Dividends.


 




    	 	4	 



     


    

 


Liquidation
Preference


 


Upon
any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of Series A Preferred Stock will
be entitled to be paid out of our assets legally available for distribution to our stockholders a liquidation preference of $25.00
per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the date
of payment, before any distribution or payment may be made to holders of common stock or any other class or series of our equity
stock ranking, as to liquidation rights, junior to the Series A Preferred Stock. If, upon our voluntary or involuntary liquidation,
dissolution or winding up, our available assets are insufficient to pay the full amount of the liquidating distributions on all
outstanding shares of Series A Preferred Stock and the corresponding amounts payable on all shares of each other class or series
of stock ranking, as to liquidation rights, equal to the Series A Preferred Stock, then the holders of the Series A Preferred
Stock and the shares of each such other class or series of stock ranking, as to liquidation rights, equal to the Series A Preferred
Stock will share ratably in any distribution of assets in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled. Holders of Series A Preferred Stock will be entitled to written notice of any voluntary or
involuntary liquidation, dissolution or winding up at least 15 days before the payment date of such liquidating distribution.
After payment to them of the full amount of the liquidating distributions to which they are entitled, the holders of Series A
Preferred Stock will have no right or claim to any of our remaining assets.


 


In
determining whether any distribution (other than upon voluntary or involuntary dissolution), by dividend, redemption or other
acquisition of shares of stock of the Company or otherwise, is permitted under applicable Maryland law, amounts that would be
needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution
of the holders of the Series A Preferred Stock will not be added to the Company’s total liabilities.


 


Our
consolidation or merger with or into any other person or entity or the sale, lease, transfer or conveyance of all or substantially
all of our property or business will not be deemed to constitute our liquidation, dissolution or winding up.


 


Optional
Redemption


 


The
Series A Preferred Stock were optionally redeemable prior to February 28, 2019, except in the circumstances described in the next
paragraph, or pursuant to the provisions of our charter relating to ownership limits and restrictions on transfer of our capital
stock for the preservation of our qualification as a REIT for federal income tax purposes, under the circumstances described under
“—Special Optional Redemption.”


 


Notwithstanding
any other provision relating to redemption or repurchase of the Series A Preferred Stock, we may redeem any or all of the Series
A Preferred Stock at any time, whether before, on or after February 28, 2019, at a redemption price of $25.00 per share plus all
dividends accrued and unpaid (whether or not declared), if our Board of Trustees determines that such redemption is necessary
to preserve our status as a REIT for federal income tax purposes.


 


On
and after February 28, 2019, the Series A Preferred Stock may be redeemed at our option, in whole or in part, at any time and
from time to time, for cash, at a redemption price of $25.00 per share plus all dividends accrued and unpaid (whether or not declared)
on the Series A Preferred Stock to, but not including, the date of such redemption (unless the redemption date is after a record
date for a Series A Preferred Stock declared dividend payment and prior to the corresponding Series A Preferred Stock dividend
payment date, in which case no additional amount for such accrued and unpaid dividend will be included in the redemption price),
without interest, upon the giving of notice, as provided below.


 




    	 	5	 



     


    

 


If
less than all of the outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed will be determined pro
rata, by lot or in such other equitable manner as prescribed by our Board of Trustees that will not result in a violation of the
ownership limits and restrictions on transfer of our stock contained in our charter. If the redemption is to be by lot, and if
as a result of the redemption any holder of Series A Preferred Stock would own, or be deemed by virtue of certain attribution
provisions of the Code to own, in excess of 9.9% in value or in number of shares (whichever is more restrictive) of our issued
and outstanding equity securities (including the Series A Preferred Stock), then, except in certain instances, we will redeem
the requisite number of shares of Series A Preferred Stock of that holder such that the holder will not own or be deemed by virtue
of such attribution provisions of the Code to own, subsequent to the redemption, in excess of 9.9% in value or in number of shares
(whichever is more restrictive) of our issued and outstanding equity securities.


 


We
will mail to each record holder of Series A Preferred Stock, a notice of optional redemption no less than 30 days nor more than
60 days prior to the redemption date. We will send the notice to the address, as shown on our share transfer books. A failure
to give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any
Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice will state the following:


 


	 	●	the
    date fixed for redemption thereof, which we refer to as the redemption date;
	 	 	 
	 	●	the
    redemption price;
	 	 	 
	 	●	the
    total number of shares of Series A Preferred Stock to be redeemed (and, if less than all the shares held by any holder are
    to be redeemed, the number of shares to be redeemed from such holder);
	 	 	 
	 	●	the
    place or places where the shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates,
    if any, representing such shares (duly endorsed for transfer) and any other documents we require in connection with such redemption;
    and
	 	 	 
	 	●	that
    dividends on the Series A Preferred Stock to be redeemed will cease to accrue on the redemption date.


 


The
redemption price of the shares of Series A Preferred Stock to be redeemed will then be paid to or on the order of the person whose
name appears in our stock ledger as the owner of such shares.


 


From
and after the redemption date (unless we fail to pay or set aside the redemption price):


 


	 	●	all
    dividends on the Series A Preferred Stock designated for redemption will cease to accrue;
	 	 	 
	 	●	all
    rights of the holders of the Series A Preferred Stock designated for redemption, except the right to receive the redemption
    price, will cease and terminate;
	 	 	 
	 	●	the
    Series A Preferred Stock designated for redemption may not thereafter be transferred except with our consent; and
	 	 	 
	 	●	the
    Series A Preferred Stock designated for redemption will not be deemed to be outstanding for any purpose whatsoever.


 


Notwithstanding
the foregoing, unless full cumulative dividends on all outstanding Series A Preferred Stock have been or contemporaneously are
declared and paid in cash or declared and a sum sufficient for the cash payment of the dividends has been set apart for payment
for all past dividend periods, no shares of Series A Preferred Stock may be redeemed unless all outstanding shares of Series A
Preferred Stock are simultaneously redeemed. Unless full cumulative dividends on all outstanding Series A Preferred Stock have
been paid or declared and a sum sufficient for the cash payment of the dividends has been set apart for payment for all past dividend
periods, we will not purchase or otherwise acquire directly or indirectly any Series A Preferred Stock (except by exchange for
our equity securities ranking as to dividend rights and liquidation preference junior to the Series A Preferred Stock or except
pursuant to the provisions of our charter relating to ownership limits and restrictions on transfer of our stock). So long as
no dividends on Series A Preferred Stock for any past dividend period are in arrears, we shall, subject to the foregoing, be entitled
at any time and from time to time to repurchase Series A Preferred Stock in open-market transactions duly authorized by our Board
of Trustees and effected in compliance with applicable laws. However, these requirements will not prevent our purchase or acquisition
of Series A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series
A Preferred Stock or our redemption of Series A Preferred Stock pursuant to the provisions of our charter relating to ownership
limits and restrictions on transfer of our stock.


 




    	 	6	 



     


    

 


All
shares of the Series A Preferred Stock that we redeem or repurchase will be retired and restored to the status of authorized but
unissued shares of common stock, without designation as to series or class.


 


Special
Optional Redemption


 


During
any period of time (whether before, on or after February 28, 2019) that both (i) the Series A Preferred Stock is not listed on
the NYSE MKT, the NYSE, NASDAQ or an exchange or quotation system that is a successor to the NYSE MKT, the NYSE or NASDAQ and
(ii) we are not subject to the reporting requirements of the Exchange Act, but any Series A Preferred Stock is outstanding (such
combination of circumstances a “Delisting Event”), we will have the option to redeem the outstanding Series A Preferred
Stock, in whole and not in part, within 90 days after any such Delisting Event, for a redemption price of $25.00 per share plus
all dividends accrued and unpaid (whether or not declared) to, but not including, the redemption date (unless the redemption date
is after a record date for a Series A Preferred Stock declared dividend payment and prior to the corresponding Series A Preferred
Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in the redemption
price), upon the giving of notice, as provided below.


 


In
addition, upon the occurrence of a Change of Control (as defined below), we may, at our option, redeem the Series A Preferred
Stock, in whole and not in part, and within 120 days after any such Change of Control occurred, by paying $25.00 per share plus
all dividends accrued and unpaid (whether or not declared) on the Series A Preferred Stock to, but not including, the date of
redemption (unless the redemption date is after a record date for a Series A Preferred Stock declared dividend payment and prior
to the corresponding Series A Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid
dividend will be included in the redemption price). If, prior to the Delisting Event Conversion Date or Change of Control Conversion
Date (each as defined below), as applicable, we provide notice of redemption with respect to the Series A Preferred Stock (whether
pursuant to our optional redemption right or our special optional redemption right), Series A Preferred Stockholders will not
have the conversion right described below under “—Conversion Rights.”


 


Notwithstanding
the foregoing, we shall not have the right to redeem the Series A Preferred Stock (x) upon any Delisting Event occurring in connection
with a transaction set forth in the first bullet point of the definition of Change of Control unless such Delisting Event also
constitutes a Change of Control or (y) with respect to any Delisting Event or Change of Control occurring in connection with a
transaction (an “Affiliate Transaction”) with, or by, any person (as defined below) who prior to such transaction
is an affiliate of the Company.


 


We
will mail to each record holder of the Series A Preferred Stock, a notice of redemption no less than 30 days nor more than 60
days prior to the redemption date. We will send the notice to the address, as shown on our share transfer books. A failure to
give notice of redemption or any defect in the notice or in its mailing will not affect the validity of the redemption of any
Series A Preferred Stock except as to the holder to whom notice was defective or not given. Each notice will state the following:


 


	 	●	the
    redemption date;
	 	 	 
	 	●	the
    redemption price;
	 	 	 
	 	●	the
    total number of shares of Series A Preferred Stock to be redeemed;
	 	 	 
	 	●	the
    place or places where the shares of Series A Preferred Stock are to be surrendered for payment, together with the certificates,
    if any, representing such shares (duly endorsed for transfer) and any other documents we require in connection with such redemption;
	 	 	 
	 	●	that
    the Series A Preferred Stock is being redeemed pursuant to our special optional redemption right, and, as applicable, if in
    connection with the occurrence of a Change of Control, a brief description of the transaction or transactions constituting
    such Change of Control;


 




    	 	7	 



     


    

 


	 	●	that
    holders of the Series A Preferred Stock to be redeemed will not be able to tender such Series A Preferred Stock for conversion
    in connection with the Delisting Event or Change of Control, as applicable, and each Series A Preferred Stock tendered for
    conversion that is selected, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable,
    for redemption will be redeemed on the related date of redemption instead of converted on the Delisting Event Conversion Date
    or Change of Control Conversion Date, as applicable; and
	 	 	 
	 	●	that
    dividends on the Series A Preferred Stock to be redeemed will cease to accrue on the redemption date.


 


If
we redeem fewer than all of the outstanding shares of Series A Preferred Stock, the notice of redemption mailed to each holder
will also specify the number of shares of Series A Preferred Stock that we will redeem from such holder. We will determine the
number of outstanding shares of Series A Preferred Stock to be redeemed on a pro rata basis, by lot or by any other equitable
method we may choose that will not result in a violation of the ownership limits and restrictions on transfer of our stock contained
in our charter.


 


If
(i) we have given a notice of redemption, (ii) we have set aside sufficient funds for the redemption of the shares of Series A
Preferred Stock called for redemption and (iii) irrevocable instructions have been given to pay the redemption price and all applicable
accrued and unpaid dividends, then from and after the redemption date, those shares of Series A Preferred Stock will no longer
be outstanding, no further dividends will accrue on them and all other rights of the holders of those shares of Series A Preferred
Stock will terminate, except the right to receive the redemption price, without interest.


 


A
“Change of Control” occurs when, after the original issuance of the Series A Preferred Stock, the following have occurred
and are continuing


 


	 	●	the
    acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of
    the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction
    or series of purchases, mergers or other acquisition transactions of shares of our stock entitling that person to exercise
    more than 50% of the total voting power of all outstanding shares of our stock entitled to vote generally in the election
    of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the
    right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition);
    and
	 	 	 
	 	●	following
    the closing of any transaction referred to in the bullet point above, neither we nor the acquiring or surviving entity has
    a class of common securities (or ADRs representing such securities) listed on the NYSE MKT, the NYSE, NASDAQ or an exchange
    or quotation system that is a successor to the NYSE MKT, the NYSE or NASDAQ.


 


All
shares of the Series A Preferred Stock that we redeem or repurchase will be retired and restored to the status of authorized but
unissued shares of common stock, without designation as to series or class.


 


Conversion
Rights


 


Upon
the occurrence of a Delisting Event or a Change of Control, as applicable, each holder of Series A Preferred Stock will have the
right, unless prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we provide notice
of our election to redeem such shares of Series A Preferred Stock as described under “— Optional Redemption”
or “—Special Optional Redemption,” to convert all or part of the shares of Series A Preferred Stock held by
such holder (the “Delisting Event Conversion Right” or “Change of Control Conversion Right”, as applicable)
on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, into a number of shares of common
stock per share of Series A Preferred Stock (the “Common Stock Conversion Consideration”) equal to the lesser of:



 


	 	●	the
    quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series A Preferred Stock to be
    converted plus the amount of any accrued and unpaid dividends (whether or not declared) to, but not including, the Delisting
    Event Conversion Date or Change of Control Conversion Date, as applicable (unless the Delisting Event Conversion Date or Change
    of Control Conversion Date, as applicable, is after a record date for a Series A Preferred Stock declared dividend payment
    and prior to the corresponding Series A Preferred Stock dividend payment date, in which case no additional amount for such
    accrued and unpaid dividend to be paid on such dividend payment date will be included in this sum), by (ii) the Common Stock
    Price, as defined below (such quotient, the “Conversion Rate”); and
	 	 	 
	 	●	5,
    which we refer to as the “Share Cap.”


 




    	 	8	 



     


    

 


The
Share Cap will be subject to pro rata adjustments for any share splits (including those effected pursuant to a common stock dividend),
subdivisions or combinations (in each case, a “Share Split”) with respect to shares of our common stock as follows:
the adjusted Share Cap as the result of a Share Split will be the number of shares of our common stock that is equivalent to the
product of (i) the Share Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which
is the number of shares of our common stock outstanding after giving effect to such Share Split and the denominator of which is
the number of shares of our common stock outstanding immediately prior to such Share Split.


 


In
the case of a Delisting Event or Change of Control pursuant to, or in connection with, which shares of our common stock will be
converted into cash, securities or other property or assets (including any combination thereof) (the “Alternative Form Consideration”),
a holder of shares of Series A Preferred Stock will receive upon conversion of such Series A Preferred Stock the kind and amount
of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number
of shares of our common stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the
Delisting Event or Change of Control (the “Alternative Conversion Consideration”; and the Common Stock Conversion
Consideration or the Alternative Conversion Consideration, as may be applicable to a Delisting Event or Change of Control, is
referred to as the “Conversion Consideration”).


 


If
the holders of shares of our common stock have the opportunity to elect the form of consideration to be received in connection
with the Delisting Event or Change of Control, the Conversion Consideration that holders of the Series A Preferred Stock will
receive will be the form of consideration elected by the holders of a plurality of the shares of common stock held by stockholders
who participate in the election and will be subject to any limitations to which all holders of shares of common stock are subject,
including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the
Delisting Event or Change of Control.


 


We
will not issue fractional common shares upon the conversion of our Series A Preferred Stock. Instead, we will pay the cash value
of such fractional shares.


 


Within
15 days following the occurrence of a Delisting Event or Change of Control, we will provide to holders of record of outstanding
shares of Series A Preferred Stock a notice of occurrence of the Delisting Event or Change of Control that describes the resulting
Delisting Event Conversion Right or Change of Control Conversion Right, as applicable. This notice will state the following:


 


	 	●	the
    events constituting the Delisting Event or Change of Control;
	 	 	 
	 	●	the
    date of the Delisting Event or Change of Control;
	 	 	 
	 	●	the
    last date on which the holders of shares of Series A Preferred Stock may exercise their Delisting Event Conversion Right or
    Change of Control Conversion Right, as applicable;
	 	 	 
	 	●	the
    method and period for calculating the Common Stock Price;
	 	 	 
	 	●	the
    “Delisting Event Conversion Date” or “Change of Control Conversion Date,” as applicable, which will
    be a business day fixed by our Board of Trustees that is not fewer than 20 or more than 35 days following the date of the
    notice;


 




    	 	9	 



     


    

 


	 	●	that
    if, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, we provide notice of
    our election to redeem all or any portion of the shares of Series A Preferred Stock, whether pursuant to our special optional
    redemption right or our optional redemption right, you will not have any right to convert the shares holders of Series A Preferred
    Stock so called for redemption and such shares of Series A Preferred Stock will be redeemed on the related redemption date,
    even if they have already been tendered for conversion pursuant to the Delisting Event Conversion Right or Change of Control
    Conversion Right, as applicable;
	 	 	 
	 	●	the
    type and amount of Alternative Conversion Consideration entitled to be received per share of Series A Preferred Stock;
	 	 	 
	 	●	the
    name and address of the paying agent and the conversion agent; and
	 	 	 
	 	●	the
    procedures that the holders of shares of Series A Preferred Stock must follow to exercise the Delisting Event Conversion Right
    or Change of Control Conversion Right, as applicable.


 


We
will issue a press release for publication on or by Dow Jones & Company, Business Wire, PR Newswire or Bloomberg Business
News (or, if these organizations are not in existence at the time of issuance of the press release, such other news or press organization
as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in
such a notice, and post such a notice on our website, in any event prior to the opening of business on the first business day
following any date on which we provide the notice described above to the holders of record of Series A Preferred Stock.


 


To
exercise the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, a holder of record of Series
A Preferred Stock will be required to deliver, on or before the close of business on the Delisting Event Conversion Date or Change
of Control Conversion Date, as applicable, the certificates, if any, representing any certificated shares of Series A Preferred
Stock to be converted, duly endorsed for transfer, together with a completed written conversion notice and any other documents
we reasonably require in connection with such conversion, to our conversion agent. The conversion notice must state:


 


	 	●	the
    relevant Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and
	 	 	 
	 	●	the
    number of shares of Series A Preferred Stock to be converted.


 


The
“Common Stock Price” for any Change of Control will be (i) if the consideration to be received in the Change of Control
by holders of shares of our common stock is solely cash, the amount of cash consideration per share of common stock, and (ii)
if the consideration to be received in the Change of Control by holders of shares of our common stock is other than solely cash,
the average of the closing price per share of our common stock on the 10 consecutive trading days immediately preceding, but not
including, the effective date of the Change of Control. The “Common Stock Price” for any Delisting Event will be the
average of the closing price per share of our common stock on the 10 consecutive trading days immediately preceding, but not including,
the effective date of the Delisting Event.


 


Holders
of Series A Preferred Stock may withdraw any notice of exercise of a Delisting Event Conversion Right or Change of Control Conversion
Right, as applicable, in whole or in part, by a written notice of withdrawal delivered to our conversion agent prior to the close
of business on the business day prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable.
The notice of withdrawal must state:


 


	 	●	the
    number of withdrawn shares of Series A Preferred Stock;
	 	 	 
	 	●	if
    certificated shares of Series A Preferred Stock have been tendered for conversion and are being withdrawn, the certificate
    numbers of such certificated shares of Series A Preferred Stock; and
	 	 	 
	 	●	the
    number of shares of Series A Preferred Stock, if any, which are still to be converted.


 




    	 	10	 



     


    

 


Notwithstanding
the foregoing, if the Series A Preferred Stock are held in global form, the conversion notice and the notice of withdrawal, as
applicable, must comply with applicable procedures of The Depository Trust Company (DTC).


 


Shares
of Series A Preferred Stock as to which the Delisting Event Conversion Right or Change of Control Conversion Right, as applicable,
has been properly exercised and for which the conversion notice has not been properly withdrawn will be converted into the applicable
Conversion Consideration in accordance with the Delisting Event Conversion Right or Change of Control Conversion Right on the
applicable Delisting Event Conversion Date or Change of Control Conversion Date, unless prior to the applicable Delisting Event
Conversion Date or Change of Control Conversion Date we provide notice of our election to redeem such shares of Series A Preferred
Stock, whether pursuant to our optional redemption right or our special optional redemption right. If we elect to redeem shares
of Series A Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Delisting Event
Conversion Date or Change of Control Conversion Date, as applicable, such shares of Series A Preferred Stock will not be so converted,
the holders of such shares will not have any right to convert such shares and the holders of such shares will be entitled to receive
on the applicable redemption date the redemption price for such shares.


 


We
will deliver amounts owing upon conversion no later than the third business day following the Delisting Event Conversion Date
or Change of Control Conversion Date, as applicable.


 


In
connection with the exercise of any Delisting Event Conversion Right or Change of Control Conversion Right, as applicable, we
will comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares
of Series A Preferred Stock into shares of common stock.


 


These
Change of Control and Delisting Event conversion and redemption features may make it more difficult for or discourage a party
from taking over our company. See “Risk Factors— The change of control conversion and delisting conversion features
may not adequately compensate a holder upon a Change of Control, and the change of control conversion, delisting conversion and
redemption features of the Series A Preferred Stock may make it more difficult for a party to take over our company or may discourage
a party from taking over our company.”


 


Except
as provided above in connection with a Delisting Event or Change of Control, the Series A Preferred Stock is not convertible into
or exchangeable for any other property or securities. Notwithstanding any other provision of our Series A Preferred Stock, no
holder of our Series A Preferred Stock will be entitled to convert such Series A Preferred Stock into shares of our common stock
to the extent that receipt of such shares of common stock would cause such holder (or any other person) to exceed the ownership
limits and restrictions on transfer of our stock contained in our charter. For further information regarding the limits on ownership
and transfer restrictions applicable to our stock, see “–Ownership Limits and Restrictions on Transfer.”


 


Voting
Rights


 


Except
as described below, holders of Series A Preferred Stock have no voting rights. On any matter in which the Series A Preferred Stock
may vote (as expressly provided in our charter), each share of Series A Preferred Stock shall entitle the holder thereof to cast
one vote.


 




    	 	11	 



     


    

 


If
dividends on the Series A Preferred Stock are not paid, whether or not declared, for six or more quarterly periods, whether or
not these quarterly periods are consecutive, holders of Series A Preferred Stock (voting separately as a class with any other
series of preferred stock ranking equal to the Series A Preferred Stock as to dividends and upon liquidation and upon which like
voting rights have been conferred and are exercisable, which we refer to as “voting preferred stock”) will be entitled
to vote, at any special meeting called by our secretary at the request of holders of record of at least 10% of the outstanding
shares of Series A Preferred Stock and any such series of voting preferred stock (unless such request is received fewer than 90
days before our next annual meeting of stockholders at which such vote shall occur) and at each annual meeting of stockholders,
for the election of two additional trustees to serve on our Board of Trustees. The right of holders of Series A Preferred Stock
to vote in the election of such trustees will terminate when all dividends accumulated on the outstanding shares of Series A Preferred
Stock for all past dividend periods shall have been fully paid or declared and a sum sufficient for the cash payment thereof set
aside for payment. Unless the number of our trustees has previously been increased pursuant to the terms of any series of voting
preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class in the election
of such trustees, the number of our trustees will automatically increase by two at such time as holders of Series A Preferred
Stock become entitled to vote in the election of two additional trustees. Unless shares of voting preferred stock remain outstanding
and entitled to vote in the election of such trustees, the term of office of such trustees will terminate, and the number of our
trustees will automatically decrease by two, when all dividends accumulated for past dividend periods on the Series A Preferred
Stock have been fully paid or declared and a sum sufficient for the cash payment thereof set aside for payment. If the rights
of holders of Series A Preferred Stock to elect the two additional trustees terminate after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to vote in any election of such trustees but before the closing of the
polls in such election, holders of Series A Preferred Stock outstanding as of such record date will not be entitled to vote in
such election of trustees. The right of the holders of Series A Preferred Stock to elect the additional trustees will again vest
if and whenever dividends are not paid for six quarterly periods, as described above. In no event will the holders of Series A
Preferred Stock be entitled to nominate or elect an individual as a trustee, and no individual shall be qualified to be so nominated
for election or to so serve as a trustee, if the individual’s service as a trustee would cause us to fail to satisfy a requirement
relating to director independence of any national securities exchange on which any class or series of our stock is listed. In
class votes with shares of other series of voting preferred stock, shares of different classes or series shall vote in proportion
to the liquidation preference of the shares.


 


The
additional trustees will be elected by a plurality of the votes cast in the election of such trustees, and each such trustee will
serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies, or until
such trustee’s term of office terminates as described above. Any trustee elected by the holders of Series A Preferred Stock
and any series of voting preferred stock may be removed only by a vote of the holders of a majority of the outstanding shares
of Series A Preferred Stock and all series of voting preferred stock with which the holders of Series A Preferred Stock are entitled
to vote together as a single class in the election of such trustees. At any time that the holders of Series A Preferred Stock
are entitled to vote in the election of the two additional trustees, holders of Series A Preferred Stock will be entitled to vote
in the election of a successor to fill any vacancy on our Board of Trustees that results from the removal of such a trustee.


 


At
any time that holders of Series A Preferred Stock have the right to elect two additional trustees as described above but such
trustees have not been elected, our secretary must call a special meeting for the purpose of electing the additional trustees
upon the written request of the holders of record of 10% of the outstanding shares of Series A Preferred Stock and all series
of voting preferred stock with which the holders of Series A Preferred Stock are entitled to vote together as a single class with
respect to the election of such trustees, unless such a request is received less than 90 days before the date fixed for the next
annual meeting of our stockholders, in which case, the additional trustees may be elected at such annual meeting.


 


Any
amendment, alteration, repeal or other change to any provision of our charter, including the supplementary articles setting forth
the terms of the Series A Preferred Stock (whether by merger, consolidation, transfer or conveyance of all or substantially all
of our assets or otherwise) that would materially and adversely affect the rights, preferences, privileges or voting powers of
the Series A Preferred Stock must be approved by the affirmative vote of at least 66 2/3% of the votes entitled to be cast by
the holders of Series A Preferred Stock and any other series of voting preferred stock entitled to vote together with the holders
of Series A Preferred Stock on the matter, voting together as a single class. In addition, the creation, issuance or increase
in the authorized number of shares of any class or series of stock having a preference as to dividends or other distributions,
whether upon liquidation, dissolution or otherwise, that is senior to the Series A Preferred Stock (or any equity securities convertible
or exchangeable into any such shares) requires approval by the affirmative vote of at least 66 2/3% of the votes entitled to be
cast by the holders of Series A Preferred Stock and any other series of voting preferred stock entitled to vote together with
the holders of Series A Preferred Stock on the matter, voting together as a single class.


 


The
following actions will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of
the Series A Preferred Stock:


 


	 	●	any
    increase or decrease in the number of authorized shares of common stock or preferred stock of any series or the classification
    or reclassification of any unissued shares, or the creation or issuance of equity securities, of any class or series ranking,
    as to dividends or liquidation preference, equal to, or junior to, the Series A Preferred Stock; or


 




    	 	12	 



     


    

 


	 	●	any
    amendment, alteration or repeal or other change to any provision of our charter, including the supplementary articles setting
    forth the terms of the Series A Preferred Stock, as a result of a merger, consolidation, transfer or conveyance of all or
    substantially all of our assets or other business combination, if the Series A Preferred Stock (or stock into which the Series
    A Preferred Stock has been converted in any successor person or entity to us) remain outstanding with the terms thereof unchanged
    in all material respects or are exchanged for stock of the successor person or entity with substantially identical rights,
    taking into account that, upon the occurrence of an event described in this bullet point, we may not be the surviving entity.
    Furthermore, if the holders of the Series A Preferred Stock 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 this bullet point 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 this bullet point
    (other than an Affiliate Transaction), then such holders will not have any voting rights with respect to the events described
    in this bullet point.


 


The
voting provisions above will not apply if, at or prior to the time when the act with respect to which the vote would otherwise
be required would occur, we have redeemed or called for redemption upon proper procedures all outstanding shares of Series A Preferred
Stock.


 


No
Maturity, No Sinking Fund


 


The
Series A Preferred Stock has no stated maturity date and will not be subject to any sinking fund.


 


Ownership
Limits and Restrictions on Transfer


 


In
order to allow us to maintain our qualification as a REIT for federal income tax purposes, ownership and transfer by any person
of our outstanding equity securities is restricted in our charter. All certificates representing shares of Series A Preferred
Stock will include a legend regarding such restrictions.


 


To
qualify as a REIT under the Code, we must satisfy a number of statutory requirements, including a requirement that no more than
50% in value of our outstanding shares of stock may be owned, actually or constructively, by five or fewer individuals (as defined
by the Code to include certain entities) during the last half of a taxable year. Our capital stock must also be beneficially owned
by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter
taxable year.


 


Under
our charter, the trustees may redeem shares or restrict transfers of shares when the trustees, in good faith, believe that such
redemption or restriction is necessary to prevent disqualification of REIT status. Additionally, our charter prohibits any transfer
of shares of our stock or any other change in our capital structure that would result in:


 


	 	●	any
    person directly or indirectly acquiring beneficial or constructive ownership of more than 9.9% (in value or number of shares,
    whichever is more restrictive) of the outstanding shares of our stock;
	 	 	 
	 	●	outstanding
    shares of our stock being beneficially owned by fewer than 100 persons;
	 	 	 
	 	●	us
    being “closely held” within the meaning of Section 856 of the Code; or
	 	 	 
	 	●	us
    otherwise failing to qualify as a REIT under the Code.


 


Our
charter requires that any person who acquires or attempts to acquire shares of our stock, in violation of these restrictions,
which we refer to as the ownership limits, give at least 15 days’ prior written notice to us. If any person attempts to
effect a transfer of shares of our stock, or attempts to cause any other event to occur, that would result in a violation of the
ownership limits, then:


 


	 	●	(i)
    that number of shares the beneficial ownership or constructive ownership of which otherwise would cause such person to violate
    the ownership limits shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary,
    as described in our charter, effective as of the close of business on the business day prior to the date of such transfer,
    and such person shall acquire no rights in such shares; or (ii) if the transfer to the Charitable Trust described in clause
    (i) of this sentence would not be effective for any reason to prevent the violation of the ownership limits, then the transfer
    of that number of shares that otherwise would cause a violation of the ownership limits shall be void ab initio, and
    the intended transferee shall acquire no rights in such shares.


 




    	 	13	 



     


    

 


	 	●	our
    Board of Trustees may take any action it deems advisable to refuse to give effect to, or to prevent, any such attempted transfer
    or other event, including, without limitation, causing us to redeem the shares, refusing to give effect to such transfer on
    our books or instituting proceedings to enjoin such transfer or other event; provided however, than any transfer or attempted
    transfer in violation of the ownership limits shall automatically result in the transfer to the Charitable Trust described
    above and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective
    of any action (or non-action) by the Board of Trustees or a committee thereof.


 


Shares
held by the Charitable Trustee shall be issued and outstanding shares of ours. The violating transferee shall have no rights in
the shares held by the Charitable Trustee. The violating transferee shall not benefit economically from ownership of any shares
held in trust by the Charitable Trustee, shall have no rights to dividends or other distributions and shall not possess any rights
to vote or other rights attributable to the shares held in the Charitable Trust. The violating transferee shall have no claim,
cause of action, or any other recourse whatsoever against the purported transferor of such shares.


 


Every
holder of more than 2% of the number or value of outstanding shares of our Series A Preferred Stock must give written notice to
us stating the name and address of such owner, the number of shares of stock beneficially or constructively owned and a description
of the manner in which the shares are owned. Our Board of Trustees may, in its sole and absolute discretion, exempt certain persons
from the ownership limitations contained in our charter if ownership of shares of capital stock by such persons would not disqualify
us as a REIT under the Code.


 


Further
Issuances


 


We
may create and issue additional shares of Series A Preferred Stock ranking equally with the Series A Preferred Stock, so that
such additional shares of Series A Preferred Stock will form a single series with the Series A Preferred Stock offered and will
have the same terms.


 


Conversion


 


The
Series A Preferred Stock will not be convertible into or exchangeable for any other property or securities, except as provided
under “—Conversion Rights.”


 


Information
Rights


 


During
any period in which we are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares
of Series A Preferred Stock are outstanding, we will (i) transmit by mail or other permissible means under the Exchange Act to
all holders of Series A Preferred Stock as their names and addresses appear in our record books and without cost to such holders,
copies of the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we would have been
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if we were subject thereto (other than any exhibits
that would have been required) within 15 business days after the respective dates by which we would have been required to file
such reports with the SEC if we were subject to Section 13 or 15(d) of the Exchange Act and (ii) within 15 business days following
written request, supply copies of such reports to any prospective holder of the Series A Preferred Stock.


 


Exchange
Listing


 


Series A Preferred Stock is traded on the NYSE
American under the ticker “PW.A.”







 


Registrar,
Transfer Agent and Disbursing Agent


 


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.


 



    	 	14