Exhibit
4.2


 


Power
REIT


Stock
Option Grant Notice


(2020
Equity Incentive Plan)


 


Power
REIT (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”),
has granted to you (“Optionholder”) an option to purchase the number of Common Shares set forth below
(the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in
the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein
in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Stock Option Agreement shall
have the meanings set forth in the Plan or the Stock Option Agreement, as applicable.


 





	Optionholder:	 
	Date of Grant:	 
	Vesting Commencement Date:	 
	Number of Common Shares Subject to Option:	 
	Exercise Price (Per Share):	 
	Total Exercise Price:	 
	Expiration Date:	 


 


	Type
    of Grant:	[Incentive
    Stock Option] OR [Nonstatutory Stock Option]
	 	 
	Exercise
    and 	 
	Vesting
    Schedule: 	Subject
    to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows:
	 	 
	 	[1/4th
    of the shares vest and become exercisable one year after the Vesting Commencement Date; the balance of the shares vest
    and become exercisable in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary
    of the Vesting Commencement Date on the same date of the month as the Vesting Commencement Date.]


 


Optionholder
Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company,
you understand and agree that:


 


	 	●	The
    Option is governed by this Stock Option Grant Notice, and the provisions of the Plan and the Stock Option Agreement and the
    Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice
    and the Stock Option Agreement (together, the “Option Agreement”) may not be modified, amended or
    revised except in a writing signed by you and a duly authorized officer of the Company. 
	 	 	 
	 	●	If
    the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted to you) cannot be first
    exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000
    is a Nonstatutory Stock Option.
	 	 	 
	 	●	You
    consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other Plan-related documents
    by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by
    the Company or another third party designated by the Company. 
	 	 	 
	 	●	You
    have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of Exercise and the Prospectus.
    In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or
    the Prospectus and the terms of the Plan, the terms of the Plan shall control. 


 




    	 



    	 



    

 


	 	●	The
    Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Shares
    and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of
    other equity awards previously granted to you and any written employment agreement, offer letter, severance agreement, written
    severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that
    should govern this Option. 
	 	 	 
	 	●	Counterparts
    may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
    ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart
    so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


	Power
    REIT	 	Optionholder:
	 	 	 	 
	By:		 	 	 
	 	Signature	 		Signature
	 	 	 	 	 
	Title:	 	 	Date:	 
	 	 	 	 	 
	Date:	 	 	 	 


 


Attachments:
Stock Option Agreement, 2020 Equity Incentive Plan, Notice of Exercise


 




    	 



    	 



    

 


Power
REIT


2020
Equity Incentive Plan


 


Stock
Option Agreement


 


As
reflected by your Stock Option Grant Notice (“Grant Notice”) Power REIT (the “Company”)
has granted you an option under its 2020 Equity Incentive Plan (the “Plan”) to purchase a number of
Common Shares of the Company at the exercise price indicated in your Grant Notice (the “Option”). Capitalized
terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in
the Grant Notice or Plan, as applicable. The terms of your Option as specified in the Grant Notice and this Stock Option Agreement
constitute your Option Agreement.


 


The
general terms and conditions applicable to your Option are as follows:


 


1.
Governing Plan Document. Your Option is subject to all the provisions of the
Plan. Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of
the Plan, the provisions of the Plan shall control.


 


2.
Exercise.


 


(a)
You may generally exercise the vested portion of your Option for whole Common Shares at any time during its term by delivery
of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in
accordance with the exercise procedures established by the Plan Administrator, which may include an electronic submission. Please
review Section 2 of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods.


 


(b)
To the extent permitted by Applicable Law, you may pay your Option exercise price as follows:


 


(i)
cash, check, bank draft or money order;


 


(ii)
subject to Company and/or Committee consent at the time of exercise, pursuant to a “cashless exercise” program
as further described in Section 2 of the Plan if at the time of exercise the Common Shares is publicly traded;


 


(iii)
subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned Common Shares as further
described in Section 2 of the Plan; or


 


(iv)
subject to Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net
exercise” arrangement as further described in Section 2 of the Plan.


 




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3.
Term. You may not exercise your Option before the commencement of its term or
after its term expires. The term of your option commences on the Date of Grant and expires upon the earliest of the following:


 


(a)
immediately upon the termination of your Continuous Service for Cause;


 


(b)
three months after the termination of your Continuous Service for any reason other than Cause, Disability or death;


 


(c)
12 months after the termination of your Continuous Service due to your Disability;


 


(d)
18 months after your death if you die during your Continuous Service;


 


(e)
immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in connection with a Corporate
Transaction,


 


(f)
the Expiration Date indicated in your Grant Notice; or


 


(g)
the day before the 10th anniversary of the Date of Grant.


 


Notwithstanding
the foregoing, if you die during the period provided in Section 3(b) or 3(c) above, the term of your Option shall not expire until
the earlier of (i) eighteen months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction,
(iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant. Additionally,
the Post-Termination Exercise Period of your Option may be extended as provided in Section 2 of the Plan.


 


To
obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning
on the date of grant of your Option and ending on the day three months before the date of your Option’s exercise, you must
be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the
extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated
as an Incentive Stock Option if you exercise your Option more than three months after the date your employment terminates.


 


4.
Withholding Obligations. As further provided in Section 4 of the Plan: (a) you
may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise
your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from
payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless
exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted
by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which
arise in connection with the exercise of your Option in accordance with the withholding procedures established by the Company.
Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation
to issue Common Shares subject to your Option, unless and until such obligations are satisfied. In the event that the amount of
the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the
Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 




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5.
Incentive Stock Option Disposition Requirement. If your option is an Incentive
Stock Option, you must notify the Company in writing within 15 days after the date of any disposition of any of the shares of
the Common Shares issued upon exercise of your option that occurs within two years after the date of your option grant or within
one year after such Common Shares are transferred upon exercise of your option.


 


6.
Transferability. Except as otherwise provided in Section 2 of the Plan, your
Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your
life only by you.


 


7.
Corporate Transaction. Your Option is subject to the terms of any agreement
governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder
representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.


 


8.
No Liability for Taxes. As a condition to accepting the Option, you hereby (a)
agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities
arising from the Option or other Company compensation and (b) acknowledge that you were advised to consult with your own personal
tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and
voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A only if the exercise
price is at least equal to the “fair market value” of the Common Shares on the date of grant as determined by the
Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Option. Additionally,
as a condition to accepting the Option, you agree not make any claim against the Company, or any of its Officers, Directors, Employees
or Affiliates in the event that the Internal Revenue Service asserts that such exercise is less than the “fair market value”
of the Common Shares on the date of grant as subsequently determined by the Internal Revenue Service.


 


9.
Severability. If any part of this Option Agreement or the Plan is declared by
any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion
of this Option Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Option Agreement (or part of
such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the
terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid


 


10.
Other Documents. You hereby acknowledge receipt of or the right to receive a
document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus.
In addition, you acknowledge receipt of the Company’s Trading Policy.


 


11.
Questions. If you have questions regarding these or any other terms and conditions
applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus.


 


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Attachment
II


 


2020
Equity Incentive Plan


 




    	 



    	 



    

 


POWER
REIT


2020
Equity Incentive Plan


 


NOTICE
OF EXERCISE


 


Power
REIT.


301
Winding Road


Old
Bethpage NY 119804


 


Date
of Exercise: _______________


 


This
constitutes notice to Power REIT (the “Company”) that I elect to purchase the below number of shares
of Common Stock of the Company (the “Shares”) by exercising my Option for the price set forth below.
Capitalized terms not explicitly defined in this Notice of Exercise but defined in the Grant Notice, Option Agreement or 2020
Equity Incentive Plan (the “Plan”) shall have the meanings set forth in the Grant Notice, Option Agreement
or Plan, as applicable. Use of certain payment methods is subject to Company and/or Committee consent and certain additional requirements
set forth in the Option Agreement and the Plan.


 


	Type
    of option (check one):	 	Incentive
    [  ]	 	Nonstatutory
    [  ]
	 	 	 	 	 
	Date
    of Grant:	 	_______________	 	 
	 	 	 	 	 
	Number
        of Shares as

        to
        which Option is

        exercised:
	 	_______________	 	 
	 	 	 	 	 
	Certificates
        to be

        issued
        in name of:
	 	_______________	 	 
	 	 	 	 	 
	Total
    exercise price:	 	$______________	 	 
	 	 	 	 	 
	Cash,
                                                         check, bank draft or 

                                                         money order delivered 

                                                         herewith:
	 	

                                                                           

                                                                           $______________
	 	 
	 	 	 	 	 
	Value
of ________ Shares 

                                                         delivered herewith:
	 	$______________	 	 
	 	 	 	 	 
	Regulation
T Program 

                                                         (cashless exercise)
	 	$_____________	 	 
	 	 	 	 	 
	Value
of _______ Shares 

                                                         pursuant to net exercise:
	 	$_____________	 	 


 




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By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Plan, (ii) to
satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Option Agreement,
and (iii) if this exercise relates to an incentive stock option, to notify you in writing within 15 days after the date of any
disposition of any of the Shares issued upon exercise of this Option that occurs within two years after the Date of Grant or within
one year after such Shares are issued upon exercise of this Option.


 


	 	Very
    truly yours,
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Printed
    Name


 




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