Power REIT

Power REIT, a Maryland real estate investment trust (the “Trust”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

FIRST: Under the power contained in Article VI, Section 6.2 of the declaration of trust of the Trust (the “Declaration of Trust”), the Board of Trustees of the Trust (the “Board of Trustees”) by duly adopted resolutions classified 1,675,000 shares of 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock Liquidation Preference $25.00 per Share (the “Series A Preferred Stock”) with the preferences, conversion and other rights, voting power, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption set forth in the Articles Supplementary for the Series A Preferred Stock that were filed with, and accepted for record by, the SDAT on February 12, 2014, and on January 8, 2021 (together, the “Articles Supplementary”).

SECOND: A new Section d. in Paragraph 8 of the terms of the Series A Preferred Stock set forth in the Articles Supplementary is hereby inserted to read as follows:

d. Exclusive Voting Rights. The holders of Series A Preferred Stock, voting as a separate class, shall have exclusive voting rights on any Declaration of Trust amendment that would alter the contract rights, as expressly set forth in the Declaration of Trust, of only the Series A Preferred Stock.

THIRD: The foregoing amendment to the Declaration of Trust has been duly advised by the Board and approved by the shareholders of the Trust as required by law.

FOURTH: The undersigned officer acknowledges these Articles of Amendment to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.