1023-00003 · Ironside Capital Management LP · Engagement

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Form 2848

Power of Attorney and Declaration of Representative

(Rev. January 2021)

Department of the Treasury — Internal Revenue Service

OMB No. 1545-0150

Filed: April 14, 2023

▶ Go to www.irs.gov/Form2848 for instructions and the latest information. ▶ Attach to your tax return or mail/fax separately. See instructions.

Part I — Power of Attorney

CAUTION: A separate Form 2848 must be completed for each taxpayer. Form 2848 will not be honored for any purpose other than representation before the IRS.

Line 1 — Taxpayer Information

(Taxpayer must sign and date this form on page 2, Part II.)

Line 2 — Representative(s)

(Note: Generally, the IRS will not send notices and other communications to more than two representatives.)

Representative 1.

Check if new:

Address

Telephone No.

Check if to be sent copies of notices and communications:

Yes

Representative 2.

Check if new:

Address

Telephone No.

Check if to be sent copies of notices and communications:

Yes

Line 3 — Tax Matters

Description of Matter, Tax Form Number, and Year(s) or Period(s):

Line 3 — Acts Authorized

The representatives listed on Line 2 are authorized to receive and inspect confidential tax information and to perform any and all acts that the taxpayer can perform with respect to the tax matters described on Line 3 above, for the tax year(s) or period(s) specified, including but not limited to the following:

(a) The authority to sign consents to extend the statutory period for assessment or collection of tax (including any consent extending the period of limitations on assessment or collection under Internal Revenue Code § 6501 or § 6502);

(b) The authority to sign closing agreements under Internal Revenue Code § 7121, including any agreements settling tax liabilities, penalties, or interest;

(d) The authority to execute waivers, including waivers of restriction on assessment or collection of a deficiency in tax under Internal Revenue Code § 6213(d), and waivers of notification of claim disallowance under Internal Revenue Code § 6532;

(e) The authority to sign any return, amended return, or claim for refund on behalf of the taxpayer;

(f) The authority to receive copies of notices and other written communications addressed to the taxpayer from the Internal Revenue Service;

(g) The authority to represent the taxpayer at conferences, meetings, hearings, and other proceedings before the Internal Revenue Service, including but not limited to conferences with the examining agent, the examination group manager, the IRS Appeals Office, and any other office or function of the Internal Revenue Service;

(h) The authority to substitute or add other representatives, or to delegate authority under this power of attorney, subject to the provisions of Treasury Department Circular No. 230 (31 CFR, Subtitle A, Part 10); and

(i) The authority to perform any and all other acts that the taxpayer can perform with respect to the above-described tax matters, with full power of substitution and revocation.

Specific exceptions or additions to the acts otherwise authorized in this power of attorney: None. Full authority is granted to the representatives named herein without limitation or restriction, except as provided by law.

Line 4 — Specific Use Not Recorded on Centralized Authorization File (CAF)

If the power of attorney is for a specific use not recorded on CAF, check this box. See the instructions for Line 4. Specific uses not recorded on CAF.

This box is not checked. This authorization is to be recorded on the Centralized Authorization File (CAF).

Line 5 — Retention/Revocation of Prior Power(s) of Attorney

The filing of this power of attorney automatically revokes all earlier power(s) of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document. If the taxpayer does not want to revoke a prior power of attorney, check here:

This box is not checked. Accordingly, all prior powers of attorney on file with the Internal Revenue Service for the same tax matters and tax years or periods listed on Line 3 above are hereby revoked.

Note: No prior powers of attorney are known to be on file with the Internal Revenue Service for this taxpayer (EIN 83-2741956) with respect to the tax matter and period described on Line 3.

Line 6 — Taxpayer Signature

IF A TAX MATTERS PARTNER OR A PERSON IS SIGNING OTHER THAN THE TAXPAYER, SEE THE INSTRUCTIONS.

If the taxpayer is a corporation, partnership, limited liability company, trust, estate, or other entity, the form must be signed by an officer, general partner, managing member, trustee, executor, or other individual with legal authority to bind the entity.

If the taxpayer is a partnership, only a general partner or authorized member may sign.

(See Part II on Page 2 for the taxpayer's signature.)

Form 2848 (Rev. January 2021)

Page 2

Part II — Declaration of Representative

Under penalties of perjury, I declare that:

• I am not currently under suspension or disbarment from practice before the Internal Revenue Service;

• I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service;

• I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified therein; and

• I am one of the following:

(a) Attorney — a member in good standing of the bar of the highest court of the jurisdiction shown below. (b) Certified Public Accountant — duly qualified to practice as a certified public accountant in the jurisdiction shown below. (c) Enrolled Agent — enrolled as an agent by the Internal Revenue Service per the requirements of Circular 230. (d) Officer — a bona fide officer of the taxpayer organization. (e) Full-Time Employee — a full-time employee of the taxpayer. (f) Family Member — a member of the taxpayer's immediate family (i.e., spouse, parent, child, grandparent, grandchild, step-parent, step-child, brother, or sister). (g) Enrolled Actuary — enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. 1242 (the plan described on Line 3 must be specified). (h) Unenrolled Return Preparer — an unenrolled return preparer under section 10.7(c)(1)(viii) of Circular 230. (k) Qualifying Student or Law Graduate — receives permission to practice before the IRS by virtue of his/her status as a law, business, or accounting student, or law graduate under section 10.7(d) of Circular 230. (r) Enrolled Retirement Plan Agent — enrolled as a retirement plan agent under the requirements of Circular 230.

Representative 1 — Sylvia Hartwell

Sylvia Hartwell

Signature: ________

Sylvia Hartwell

Date: April 14, 2023

Representative 2 — Leila Nazari

Leila Nazari

Signature: ________

Leila Nazari

Date: April 14, 2023

Part II — Taxpayer Signature

Attestation

"If a tax matters partner or a person is signing on behalf of the taxpayer, I certify that I have the legal authority to execute this form on behalf of the above-named taxpayer."

Taxpayer Signature block

IRONSIDE CAPITAL MANAGEMENT LP

By: Ironside Capital GP LLC, its General Partner

By: ________

Name: Desmond R. Calloway

Title: Managing Member of Ironside Capital GP LLC, General Partner of Ironside Capital Management LP

Date: April 14, 2023

IF NOT SIGNED BY TAXPAYER, FILL IN HERE

N/A — This form has been signed directly by Desmond R. Calloway in his capacity as Managing Member of Ironside Capital GP LLC, the General Partner of Ironside Capital Management LP. Mr. Calloway possesses the legal authority to execute this Form 2848 on behalf of the above-named taxpayer partnership.

Additional Notes / Cover Annotations

The following annotations are for internal filing purposes and do not form part of the IRS Form 2848 submission.

Filing Method. This Form 2848 was submitted to the Internal Revenue Service on April 14, 2023, by the following methods:

1. Fax transmission to the IRS Centralized Authorization File (CAF) Unit, Ogden, UT, at fax number (855) 214-7519, for recording on the CAF. Fax confirmation receipt retained.

2. U.S. Mail (first class, with certificate of mailing) to the IRS CAF Unit, Mail Stop 6737, Ogden, UT 84201.

3. Copy provided to Revenue Agent Timothy J. Albrecht (Badge No. 74-28193), IRS Large Business & International Division, Pass-Through Entities Practice Area, located at 290 Broadway, New York, NY 10007, via email attachment and hand delivery by courier. Revenue Agent Albrecht is the assigned examining agent for the examination of the partnership return (Form 1065) of Ironside Capital Management LP for tax year ending December 31, 2021, as initiated by IRS Letter 2205-D dated March 22, 2023.

Engagement File Reference

A copy of this Form 2848 has been retained in the engagement file of Calderwood & Harkness LLP for the following client matter:

Client: Ironside Capital Management LP Matter: IRS Audit Defense — 2021 Form 1065 Matter Number: 1032-00004 Engagement Partner: Sylvia Hartwell Senior Associate: Leila Nazari

Engagement Timeline.

• March 22, 2023: IRS Letter 2205-D issued to Ironside Capital Management LP, notifying the partnership of the commencement of an examination of its 2021 Form 1065 by the IRS Large Business & International Division, Pass-Through Entities Practice Area.

• April 3, 2023: Desmond R. Calloway, Managing Member of Ironside Capital GP LLC (General Partner of Ironside Capital Management LP), contacted Calderwood & Harkness LLP regarding representation in the examination.

• April 10, 2023: Engagement letter executed between Calderwood & Harkness LLP and Ironside Capital Management LP (by Ironside Capital GP LLC, its General Partner) for representation before the IRS in connection with the examination of the 2021 Form 1065 return. Engagement letter signed by Sylvia Hartwell on behalf of Calderwood & Harkness LLP and by Desmond R. Calloway on behalf of the taxpayer.

• April 14, 2023: Form 2848 (Power of Attorney and Declaration of Representative) executed and filed as the first formal step in commencing representation before the Internal Revenue Service.

CONFIDENTIAL — This document and all attachments are protected by the attorney-client privilege and the work product doctrine. Unauthorized disclosure, copying, or distribution is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately at (212) 848-5100 and destroy all copies.

END OF FORM 2848 AND COVER ANNOTATIONS

Field	Entry
Taxpayer name(s):	Ironside Capital Management LP
Taxpayer identification number (EIN):	83-2741956
Daytime telephone number:	(212) 509-7400
Street address (including apt., room, or suite no.):	590 Madison Avenue, 28th Floor
City, state, and ZIP code:	New York, NY 10022
Plan number (if applicable):	N/A
Fax number:	(212) 509-7425
Field	Entry
Name:	Sylvia Hartwell
CAF No.:	2714-89350R
PTIN:	P01842637
Telephone No.:	(212) 848-5100
Fax No.:	(212) 848-5199
Street address, city, state, and ZIP code:	1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Field	Entry
Name:	Leila Nazari
CAF No.:	3826-41078R
PTIN:	P01957214
Telephone No.:	(212) 848-5100
Fax No.:	(212) 848-5199
Street address, city, state, and ZIP code:	1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Type of Tax (Income, Employment, Excise, etc.)	Tax Form Number	Year(s) or Period(s) (see instructions)	Specific Tax Matter(s) (if applicable)
Income	1065	December 31, 2021 (calendar year ending 12/31/2021)	IRS examination of partnership return (Form 1065) for tax year 2021, initiated by Letter 2205-D dated March 22, 2023; all matters relating to the examination conducted by the IRS Large Business & International Division, Pass-Through Entities Practice Area
Field	Entry

Designation (enter letter a–r):	(a) Attorney
Description:	A member in good standing of the bar of the highest court of the State of New York
Licensing jurisdiction (state):	New York
Bar/License number:	4728196
Field	Entry
Designation (enter letter a–r):	(a) Attorney
Description:	A member in good standing of the bar of the highest court of the State of New York
Licensing jurisdiction (state):	New York
Bar/License number:	5391847
Field	Entry
Printed name of taxpayer (entity):	Ironside Capital Management LP
By:	Ironside Capital GP LLC, its General Partner
Printed name of signatory:	Desmond R. Calloway
Title / Relationship:	Managing Member of Ironside Capital GP LLC, General Partner of Ironside Capital Management LP

Form 2848
Power of Attorney and Declaration of Representative
(Rev. January 2021)
Department of the Treasury — Internal Revenue Service
OMB No. 1545-0150
Filed: April 14, 2023
▶ Go to www.irs.gov/Form2848 for instructions and the latest information. ▶ Attach to your tax return or mail/fax separately. See instructions.
Part I — Power of Attorney
CAUTION: A separate Form 2848 must be completed for each taxpayer. Form 2848 will not be honored for any purpose other than representation before the IRS.
Line 1 — Taxpayer Information
(Taxpayer must sign and date this form on page 2, Part II.)
Line 2 — Representative(s)
(Note: Generally, the IRS will not send notices and other communications to more than two representatives.)
Representative 1.  
Check if new:
Address
Telephone No.
Check if to be sent copies of notices and communications:
Yes
Representative 2.  
Check if new:
Address
Telephone No.
Check if to be sent copies of notices and communications:
Yes
Line 3 — Tax Matters
Description of Matter, Tax Form Number, and Year(s) or Period(s):
Line 3 — Acts Authorized
The representatives listed on Line 2 are authorized to receive and inspect confidential tax information and to perform any and all acts that the taxpayer can perform with respect to the tax matters described on Line 3 above, for the tax year(s) or period(s) specified, including but not limited to the following:
(a) The authority to sign consents to extend the statutory period for assessment or collection of tax (including any consent extending the period of limitations on assessment or collection under Internal Revenue Code § 6501 or § 6502);
(b) The authority to sign closing agreements under Internal Revenue Code § 7121, including any agreements settling tax liabilities, penalties, or interest;
(c) The authority to receive (but not to endorse or cash) refund checks issued by the Department of the Treasury;
(d) The authority to execute waivers, including waivers of restriction on assessment or collection of a deficiency in tax under Internal Revenue Code § 6213(d), and waivers of notification of claim disallowance under Internal Revenue Code § 6532;
(e) The authority to sign any return, amended return, or claim for refund on behalf of the taxpayer;
(f) The authority to receive copies of notices and other written communications addressed to the taxpayer from the Internal Revenue Service;
(g) The authority to represent the taxpayer at conferences, meetings, hearings, and other proceedings before the Internal Revenue Service, including but not limited to conferences with the examining agent, the examination group manager, the IRS Appeals Office, and any other office or function of the Internal Revenue Service;
(h) The authority to substitute or add other representatives, or to delegate authority under this power of attorney, subject to the provisions of Treasury Department Circular No. 230 (31 CFR, Subtitle A, Part 10); and
(i) The authority to perform any and all other acts that the taxpayer can perform with respect to the above-described tax matters, with full power of substitution and revocation.
Specific exceptions or additions to the acts otherwise authorized in this power of attorney: None. Full authority is granted to the representatives named herein without limitation or restriction, except as provided by law.
Line 4 — Specific Use Not Recorded on Centralized Authorization File (CAF)
If the power of attorney is for a specific use not recorded on CAF, check this box. See the instructions for Line 4. Specific uses not recorded on CAF.
This box is not checked. This authorization is to be recorded on the Centralized Authorization File (CAF).
Line 5 — Retention/Revocation of Prior Power(s) of Attorney
The filing of this power of attorney automatically revokes all earlier power(s) of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document. If the taxpayer does not want to revoke a prior power of attorney, check here:
This box is not checked. Accordingly, all prior powers of attorney on file with the Internal Revenue Service for the same tax matters and tax years or periods listed on Line 3 above are hereby revoked.
Note: No prior powers of attorney are known to be on file with the Internal Revenue Service for this taxpayer (EIN 83-2741956) with respect to the tax matter and period described on Line 3.
Line 6 — Taxpayer Signature
IF A TAX MATTERS PARTNER OR A PERSON IS SIGNING OTHER THAN THE TAXPAYER, SEE THE INSTRUCTIONS.
If the taxpayer is a corporation, partnership, limited liability company, trust, estate, or other entity, the form must be signed by an officer, general partner, managing member, trustee, executor, or other individual with legal authority to bind the entity.
If the taxpayer is a partnership, only a general partner or authorized member may sign.
(See Part II on Page 2 for the taxpayer's signature.)
Form 2848 (Rev. January 2021)
Page 2
Part II — Declaration of Representative
Under penalties of perjury, I declare that:
• I am not currently under suspension or disbarment from practice before the Internal Revenue Service;
• I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service;
• I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified therein; and
• I am one of the following:
(a) Attorney — a member in good standing of the bar of the highest court of the jurisdiction shown below. (b) Certified Public Accountant — duly qualified to practice as a certified public accountant in the jurisdiction shown below. (c) Enrolled Agent — enrolled as an agent by the Internal Revenue Service per the requirements of Circular 230. (d) Officer — a bona fide officer of the taxpayer organization. (e) Full-Time Employee — a full-time employee of the taxpayer. (f) Family Member — a member of the taxpayer's immediate family (i.e., spouse, parent, child, grandparent, grandchild, step-parent, step-child, brother, or sister). (g) Enrolled Actuary — enrolled as an actuary by the Joint Board for the Enrollment of Actuaries under 29 U.S.C. 1242 (the plan described on Line 3 must be specified). (h) Unenrolled Return Preparer — an unenrolled return preparer under section 10.7(c)(1)(viii) of Circular 230. (k) Qualifying Student or Law Graduate — receives permission to practice before the IRS by virtue of his/her status as a law, business, or accounting student, or law graduate under section 10.7(d) of Circular 230. (r) Enrolled Retirement Plan Agent — enrolled as a retirement plan agent under the requirements of Circular 230.
Representative 1 — Sylvia Hartwell
Sylvia Hartwell
Signature: ________
Sylvia Hartwell
Date: April 14, 2023
Representative 2 — Leila Nazari
Leila Nazari
Signature: ________
Leila Nazari
Date: April 14, 2023
Part II — Taxpayer Signature
Attestation
"If a tax matters partner or a person is signing on behalf of the taxpayer, I certify that I have the legal authority to execute this form on behalf of the above-named taxpayer."
Taxpayer Signature block
IRONSIDE CAPITAL MANAGEMENT LP
By: Ironside Capital GP LLC, its General Partner
By: ________
Name: Desmond R. Calloway
Title: Managing Member of Ironside Capital GP LLC, General Partner of Ironside Capital Management LP
Date: April 14, 2023
IF NOT SIGNED BY TAXPAYER, FILL IN HERE
N/A — This form has been signed directly by Desmond R. Calloway in his capacity as Managing Member of Ironside Capital GP LLC, the General Partner of Ironside Capital Management LP. Mr. Calloway possesses the legal authority to execute this Form 2848 on behalf of the above-named taxpayer partnership.
Additional Notes / Cover Annotations
The following annotations are for internal filing purposes and do not form part of the IRS Form 2848 submission.
Filing Method.  This Form 2848 was submitted to the Internal Revenue Service on April 14, 2023, by the following methods:
1.  Fax transmission to the IRS Centralized Authorization File (CAF) Unit, Ogden, UT, at fax number (855) 214-7519, for recording on the CAF. Fax confirmation receipt retained.
2.  U.S. Mail (first class, with certificate of mailing) to the IRS CAF Unit, Mail Stop 6737, Ogden, UT 84201.
3.  Copy provided to Revenue Agent Timothy J. Albrecht (Badge No. 74-28193), IRS Large Business & International Division, Pass-Through Entities Practice Area, located at 290 Broadway, New York, NY 10007, via email attachment and hand delivery by courier. Revenue Agent Albrecht is the assigned examining agent for the examination of the partnership return (Form 1065) of Ironside Capital Management LP for tax year ending December 31, 2021, as initiated by IRS Letter 2205-D dated March 22, 2023.
Engagement File Reference
A copy of this Form 2848 has been retained in the engagement file of Calderwood & Harkness LLP for the following client matter:
Client: Ironside Capital Management LP Matter: IRS Audit Defense — 2021 Form 1065 Matter Number: 1032-00004 Engagement Partner: Sylvia Hartwell Senior Associate: Leila Nazari
Engagement Timeline.  
•  March 22, 2023: IRS Letter 2205-D issued to Ironside Capital Management LP, notifying the partnership of the commencement of an examination of its 2021 Form 1065 by the IRS Large Business & International Division, Pass-Through Entities Practice Area.
•  April 3, 2023: Desmond R. Calloway, Managing Member of Ironside Capital GP LLC (General Partner of Ironside Capital Management LP), contacted Calderwood & Harkness LLP regarding representation in the examination.
•  April 10, 2023: Engagement letter executed between Calderwood & Harkness LLP and Ironside Capital Management LP (by Ironside Capital GP LLC, its General Partner) for representation before the IRS in connection with the examination of the 2021 Form 1065 return. Engagement letter signed by Sylvia Hartwell on behalf of Calderwood & Harkness LLP and by Desmond R. Calloway on behalf of the taxpayer.
•  April 14, 2023: Form 2848 (Power of Attorney and Declaration of Representative) executed and filed as the first formal step in commencing representation before the Internal Revenue Service.
CONFIDENTIAL — This document and all attachments are protected by the attorney-client privilege and the work product doctrine. Unauthorized disclosure, copying, or distribution is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately at (212) 848-5100 and destroy all copies.
END OF FORM 2848 AND COVER ANNOTATIONS
Field | Entry
Taxpayer name(s): | Ironside Capital Management LP
Taxpayer identification number (EIN): | 83-2741956
Daytime telephone number: | (212) 509-7400
Street address (including apt., room, or suite no.): | 590 Madison Avenue, 28th Floor
City, state, and ZIP code: | New York, NY 10022
Plan number (if applicable): | N/A
Fax number: | (212) 509-7425
Field | Entry
Name: | Sylvia Hartwell
CAF No.: | 2714-89350R
PTIN: | P01842637
Telephone No.: | (212) 848-5100
Fax No.: | (212) 848-5199
Street address, city, state, and ZIP code: | 1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Field | Entry
Name: | Leila Nazari
CAF No.: | 3826-41078R
PTIN: | P01957214
Telephone No.: | (212) 848-5100
Fax No.: | (212) 848-5199
Street address, city, state, and ZIP code: | 1251 Avenue of the Americas, 40th Floor, New York, NY 10020
Type of Tax (Income, Employment, Excise, etc.) | Tax Form Number | Year(s) or Period(s) (see instructions) | Specific Tax Matter(s) (if applicable)
Income | 1065 | December 31, 2021 (calendar year ending 12/31/2021) | IRS examination of partnership return (Form 1065) for tax year 2021, initiated by Letter 2205-D dated March 22, 2023; all matters relating to the examination conducted by the IRS Large Business & International Division, Pass-Through Entities Practice Area
Field | Entry
Designation (enter letter a–r): | (a) Attorney
Description: | A member in good standing of the bar of the highest court of the State of New York
Licensing jurisdiction (state): | New York
Bar/License number: | 4728196
Field | Entry
Designation (enter letter a–r): | (a) Attorney
Description: | A member in good standing of the bar of the highest court of the State of New York
Licensing jurisdiction (state): | New York
Bar/License number: | 5391847
Field | Entry
Printed name of taxpayer (entity): | Ironside Capital Management LP
By: | Ironside Capital GP LLC, its General Partner
Printed name of signatory: | Desmond R. Calloway
Title / Relationship: | Managing Member of Ironside Capital GP LLC, General Partner of Ironside Capital Management LP

Form 2848

IRONSIDE CAPITAL MANAGEMENT LP

IF NOT SIGNED BY TAXPAYER, FILL IN HERE

END OF FORM 2848 AND COVER ANNOTATIONS

Record

Parties

Dates

Amounts