The undersigned, being all of the disinterested trustees (the “Trustees”) of POWER REIT, a Maryland real estate investment trust (the “Trust”), hereby consent in writing, pursuant to applicable state law and the charter documents of the Trust, to the adoption of the resolutions hereinafter set forth which shall, in all respects, be deemed as valid actions as though such actions and resolutions had been duly approved as of April 28, 2014.
WHEREAS, there has been presented to the Trustees a request for Exemption from the Ownership Limit established in the Amended and Restated Declaration of Trust dated November 28, 2011 (the “Trust Document”); and
WHEREAS, Section 7.2.7 of the Trust Document permits the Trustees, in their sole discretion, to exempt, prospectively and retroactively, a Person from the Ownership Limit or Designated Investment Entity Limit if four (4) requirements are met; and
WHEREAS, David H. Lesser on behalf of Hudson Bay Partners, LP and its affiliates, including David H. Lesser (collectively, the “Shareholder”), in the request for Exemption from the Ownership Limit, has, in writing, certified to the Trustees that the four (4) requirements of Section 7.2.7 of the Trust Document have been and will continue to be satisfied.
NOW, THEREFORE, BE IT:
RESOLVED, that the Shareholder has, in writing to the satisfaction of the Trustees, certified to the Trustees that the four (4) requirements of Section 7.2.7 of the Trust Document have been and will continue to be satisfied.
FURTHER RESOLVED, that the Shareholder has been and will continue to be exempt from the Ownership Limit.
FURTHER RESOLVED, that, although entitled to request a ruling from the IRS or an opinion of counsel before granting an exemption from the Ownership Limit, the Trustees do not require a ruling from the IRS or an opinion of counsel before granting the exemption from the Ownership Limit to the Shareholder.
/s/ Patrick R. Haynes, III
Patrick R. Haynes, III, Trustee
