{"url_path":"/sec/blne/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 EXHIBITS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1534708/0001493152-26-023753-index.html","accession_number":"0001493152-26-023753","cik":"0001534708","ticker":"BLNE","issuer_name":"Beeline Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1534708/0001493152-26-023753-index.html","primary_entity_key":"0001534708","primary_entity_name":"Beeline Holdings, Inc."},"word_count":1449,"has_tables":true,"body_markdown":"**ITEM\n6 – EXHIBITS**\n\n \n\nExhibit\nNo.\n \nDescription\n\n \n \n \n\n3.1\n \n[Amended\nand Restated Articles of Incorporation of the Company, as presently in effect, filed as Exhibit 3.1 to the Registration Statement\non Form S-1 filed on November 14, 2011 (File No. 333-177918) and incorporated by reference herein](https://www.sec.gov/Archives/edgar/data/1534708/000130368111000192/euro_s110nov11x31.htm).\n\n3.2\n \n[Articles of Merger, filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated November 19, 2014 and filed on November 25, 2014 and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000161577414000415/s100504_ex3-1.htm)\n\n3.3\n \n[Certificate\nof Change, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated October 6, 2016 and filed on October 11,\n2016 and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000161577416007583/s104316_ex3-1.htm)\n\n3.4\n \n[Certificate\nof Change, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated June 14, 2017 and filed on June 15, 2017\nand incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315217006712/ex3-1.htm)\n\n3.5\n \n[Certificate of Amendment of Articles of Incorporation, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on August 31, 2021 and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315221021641/ex3-1.htm)\n\n3.6\n \n[Certificate\nof Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock, filed as Exhibit 4.1 to the Company’s\nCurrent Report on Form 8-K filed on July 29, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000164117225021388/ex4-1.htm)\n\n3.6(a)\n \n[Certificate of Amendment to Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 30, 2026 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315226004479/ex4-1.htm)\n\n3.7\n \n[Certificate of Amendment to Designation of Series B Preferred Stock, filed as an Exhibit to the Company’s Current Report on Form 8-K filed on October 25, 2021 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315221026267/ex3-2.htm)\n\n3.8\n \n[Certificate of Change Pursuant to NRS 78.209 – filed May 3, 2023, filed as an Exhibit to the Company’s Current Report on Form 8-K filed on May 9, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315223015956/ex3a.htm)\n\n3.9\n \n[Certificate of Designation of Series C Preferred Stock, filed as Exhibit 3-a to the Company’s Current Report on Form 8-K filed on September 29, 2023 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315223034849/ex3-a.htm)\n\n3.10\n \n[Certificate of Amendment of Articles of Incorporation - filed on January 2, 2024, filed as Exhibit 3-a to the Company’s Current Report on Form 8-K filed on January 4, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315224001016/ex3-a.htm)\n\n3.11\n \n[Certificate\nof Designation of Series F Preferred Stock, filed as Exhibit 3-c to the Current Report on Form 8-K filed on October 7, 2024 and incorporated\nherein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315224040338/ex3-c.htm)\n\n3.11(a)\n \n[Certificate\nof Correction for Series F Convertible Preferred Stock, filed as Exhibit 3(b) to the Current Report on Form 8-K filed on December\n3, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315224048508/ex3-b.htm)\n\n3.12\n \n[Certificate\nof Designation of Series F-1 Preferred Stock, filed as Exhibit 3-d to the Current Report on Form 8-K filed on October 7, 2024 and\nincorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315224040338/ex3-d.htm)\n\n3.12(a)\n \n[Certificate\nof Correction for Series F-1 Convertible Preferred Stock, filed as Exhibit 3(c) to the Current Report on Form 8-K filed on December\n3, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315224048508/ex3-c.htm)\n\n3.13\n \n[Certificate\nof Designation of Series G Convertible Preferred Stock, filed as Exhibit 3(a)(1) to the Current Report on Form 8-K filed on December\n3, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315224048508/ex3-a_1.htm)\n\n3.13(a)\n \n[Certificate\nof Correction for Series G Convertible Preferred Stock, filed as Exhibit 3(a)(2) to the Current Report on Form 8-K filed on December\n3, 2024 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315224048508/ex3-a_2.htm)\n\n3.13(b)\n \n[Certificate\nof Amendment to Series G Convertible Preferred Stock, filed as Exhibit 3(a)(3) to the Current Report on Form 8-K filed on January\n21, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225003024/ex3-a_3.htm)\n\n3.13(c)\n \n[Certificate\nof Amendment to Series G Convertible Preferred Stock, filed as Exhibit 3(a)(3) to the Current Report on Form 8-K filed on March 5,\n2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225009217/ex3-a_3.htm)\n\n3.13(d)\n \n[Second\nCertificate of Amendment of Series G Preferred Stock, filed as Exhibit 3.1 to the Current Report on Form 8-K filed on April 30, 2025\nand incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000164117225007749/ex3-1.htm)\n\n3.14\n \n[Certificate\nof Amendment of Articles of Incorporation, filed as Exhibit 3.1 to the Current Report on Form 8-K filed on January 30, 2025 and incorporated\nherein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225004261/ex3-1.htm)\n\n \n\n45\n\n \n\n \n\n3.15\n \n[Certificate\nof Amendment to the Amended and Restated Articles of Incorporation, filed as Exhibit 3.1 to the Current Report on Form 8-K filed\non March 13, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225010198/ex3-1.htm)\n\n3.16\n \n[Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.1 to the Current Report on Form 8-K filed on December 30, 2025 and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225029602/ex3-1.htm)\n\n4.1\n \n[Form of Placement Agent Warrant, filed as Exhibit 4.1 to the Current Report on From 8-K filed on November 12, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225021985/ex4-1.htm)\n\n10.1\n \n[ELOC\nSide Letter, filed as Exhibit 10.25 to the Registration Statement on Form S-1/A filed on January 3, 2025 and incorporated by reference\nherein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225000284/ex10-25.htm)\n\n10.2\n \n[Termination\nAgreement, filed as Exhibit 10.26 to the Registration Statement on Form S-1/A filed on January 3, 2025 and incorporated by reference\nherein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225000284/ex10-26.htm)\n\n10.3\n \n[Amended\nand Restated Common Stock Purchase Agreement (ELOC), filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 10, 2025\nand incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225009635/ex10-1.htm)\n\n10.4\n \n[Amended\nand Restated Registration Rights Agreement (ELOC), filed as Exhibit 10.2 to the Current Report on Form 8-K filed on March 10, 2025\nand incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225009635/ex10-2.htm)\n\n10.5\n \n[Letter\nAgreement for Amendment of Liuzza Warrants filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 30, 2025 and incorporated\nby reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000164117225007749/ex10-1.htm)\n\n10.6\n \n[Debt\nSatisfaction Agreement dated July 25, 2025, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July\n29, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000164117225021304/ex10-1.htm)\n\n10.7\n \n[Senior\nSecured Original Issue Discount Promissory Note and Security Agreement dated July 25, 2025, filed as Exhibit 10.2 to the Company’s\nCurrent Report on Form 8-K filed on July 29, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000164117225021304/ex10-2.htm)\n\n10.8\n \n[Form\nof Restricted Stock Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 8, 2025 and\nincorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225017436/ex10-1.htm)\n\n10.9\n \n[Form\nof Restricted Stock Unit Agreement, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated October 8, 2025\nand incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225017436/ex10-2.htm)\n\n10.10\n \n[Form\nof Option Agreement, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated October 8, 2025 and incorporated\nherein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225017436/ex10-3.htm)\n\n10.11\n \n[Letter\nAgreement dated September 8, 2025, filed as Exhibit 10.40 to the Company’s Registration Statement on Form S-1 dated October\n21, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225018826/ex10-40.htm)\n\n10.12\n \n[Letter\nAgreement dated October 22, 2025, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 28, 2025\nand incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225019895/ex10-1.htm)\n\n10.13\n \n[Form of Securities Purchase Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 12, 2025 and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225021985/ex10-1.htm)\n\n10.14\n \n[Form of Placement Agency Agreement, filed as Exhibit 10.2 to the Current Report on Form 8-K filed on November 12, 2025 and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225021985/ex10-2.htm)\n\n10.15\n \n[Form of Letter Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 30, 2026 and incorporated by reference herein.](https://www.sec.gov/Archives/edgar/data/1534708/000149315226004479/ex10-1.htm)\n\n10.16 #\n \n[Amended and Restated 2025 Equity Incentive Plan, filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on November 14, 2025 and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1534708/000149315225023462/ex10-5.htm)\n\n31.1\n*\n \n[Certification of Chief Executive Officer pursuant to Rule 13a-14(a).](ex31-1.htm)\n\n31.2\n*\n \n[Certification of Chief Financial Officer pursuant to Rule 13a-14(a).](ex31-2.htm)\n\n32.1\n**\n \n[Certification of Chief Executive Office pursuant to 18 U.S.C. Section 1350.](ex32-1.htm)\n\n32.2\n**\n \n[Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.](ex32-2.htm)\n\n101.INS\n \nInline\nXBRL Instance Document\n\n101.SCH\n \nInline\nXBRL Taxonomy Schema Linkbase Document\n\n101.CAL\n \nInline\nXBRL Taxonomy Calculation Linkbase Document\n\n101.DEF\n \nInline\nXBRL Taxonomy Definition Linkbase Document\n\n101.LAB\n \nInline\nXBRL Taxonomy Labels Linkbase Document\n\n101.PRE\n \nInline\nXBRL Taxonomy Presentation Linkbase Document\n\n104\n \nCover\nPage Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)\n\n \n\n*\nFiled\nherewith.\n\n**\nThis\nexhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing,\n\n \nin\naccordance with Item 601 of Regulation S-K.\n\n#\n\nIndicates\nmanagement compensatory plan, contract or agreement.\n\n \n\n46\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned thereunto duly authorized.\n\n \n\n \n**BEELINE\nHOLDINGS, INC.**\n\n \n \n \n\nDate:\nMay 15, 2026\nBy:\n*/s/\nNicholas R. Liuzza, Jr.*\n\n \n \nNicholas\nR. Liuzza, Jr.\n\n \n \nChief\nExecutive Officer\n\n \n \n \n\nDate:\nMay 15, 2026\nBy:\n*/s/\nChristopher R. Moe*\n\n \n \nChristopher\nR. Moe\n\n \n \nChief\nFinancial Officer\n\n \n \n(Principal\nFinancial Officer)\n\n \n \n \n\nDate:\nMay 15, 2026\nBy:\n*/s/\nTiffany Milton*\n\n \n \nTiffany\nMilton\n\n \n \nChief\nAccounting Officer\n\n \n \n(Principal\nAccounting Officer)\n\n \n\n47\n\n** **"}