POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Manuel Chavez III, Stephanie Hogue, Allison Westfall, and Mark
Reuter, or either of them acting singly, and with full power of substitution
and resubstitution, the undersigned's true and lawful attorney-in-fact (each of
such persons and their substitutes being referred to herein as the "Attorney-
in-Fact"), with full power to act for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to:
1. Prepare, execute, and submit to the Securities and Exchange Commission
("SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required or considered by
the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation
of the SEC;
2. Prepare, execute and submit to the SEC, Mobile Infrastructure Corporation
(the "Company"), and/or any national securities exchange on which the Company's
securities are listed any and all reports (including any amendments thereto)
the undersigned is required to file with the SEC, or which the Attorney-in-Fact
considers it advisable to file with the SEC, under Section 13 or Section 16 of
the Exchange Act or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 ("Rule 144"), with respect to any security of the
Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
3. Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators, and trustees, and the undersigned hereby authorizes any
such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
a)This Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act in his or her discretion on information provided
to such Attorney-in-Fact without independent verification of such
information;
b)Any documents prepared or executed by the Attorney-in-Fact on
behalf of the undersigned pursuant to this Power of Attorney will be in
such form and will contain such information as the Attorney-in-Fact, in
his or her discretion, deems necessary or desirable;
c)Neither the Company nor the Attorney-in-Fact assumes any liability
for the undersigned's responsibility to comply with the requirements of
Section 13 or Section 16 of the Exchange Act or Rule 144, any liability
of the undersigned for any failure to comply with such requirements, or
any liability of the undersigned for disgorgement of profits under
Section 16(b) of the Exchange Act; and
d)This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under
Section 13 or Section 16 of the Exchange Act, including, without
limitation, the reporting requirements under Section 13 or Section 16 of
the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary, or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Attorney-in-Fact. This Power of Attorney
revokes all previous powers of attorney with respect to the subject matter of
this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
August 25, 2023.
/s/ Jeffrey Osher
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Signature
Printed Name: HSCP Strategic III, L.P.
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By: Jeffrey Osher
Title: the managing member of No Street
Capital LLC, the managing member of
Harvest Small Cap Partners GP, LLC,
the general partner of HSCP Strategic
III, L.P.