Beeline Holdings Inc

This management proposal asks shareholders to pre-approve the Company’s ability to adopt future amendments to its existing Equity Line of Credit (ELOC) with C/M Capital Master Fund LP, specifically permitting changes to terms such as pricing per share while expressly preserving the current $20 million aggregate dollar cap. Management seeks this authorization primarily to retain flexibility and speed in executing financing adjustments without needing to call subsequent shareholder meetings, and to ensure compliance with Nasdaq Rule 5635(d) which can require shareholder approval for certain dilutive issuances or pricing changes. The ELOC is an important source of capital for the Company’s working capital needs, mortgage lending operations, debt repayment and growth initiatives; the proxy discloses prior sales of 7,015,227 shares for gross proceeds of $9,798,332 and remaining capacity under the $20 million facility. By pre-authorizing potential future amendments, the Company aims to reduce timing and transactional frictions when market or operational circumstances warrant renegotiated pricing or other adjustments. The Board frames the vote as preserving the $20 million ceiling so shareholders are not being asked to expand the overall economic exposure but rather to permit adjustments that could change the number of shares issuable at a given pricing formula. Approval would also facilitate the Company’s ability to maintain minimum Nasdaq stockholders’ equity requirements by more efficiently accessing capital under the ELOC if needed. A vote against the proposal would constrain the Company’s ability to modify the ELOC quickly and could force it to pursue alternative, potentially more expensive or dilutive financing options. The Board recommends FOR, arguing that this flexibility is in shareholders’ and the company’s best interests given the capital-intensive nature of the business and Nasdaq compliance considerations.

This management proposal seeks shareholder authorization to adjourn the Annual Meeting to a later date or time if, at the scheduled meeting, there are insufficient votes to approve one or more proposals or to permit further solicitation of proxies. Management recommends this as a procedural safeguard that preserves the Board’s and proxy holders’ ability to continue soliciting votes without having to reconvene a separate meeting, thereby conserving time and resources. An adjournment gives the Company flexibility to address broker non-votes or unexpected shortfalls in support—particularly relevant where certain proposals, such as the ELOC amendments, are non-routine and brokers cannot vote without instructions. The proxy materials emphasize that shareholders who already submitted proxies retain the right to revoke them prior to any adjourned vote, which protects shareholder voting rights. The proposal is customary and non-substantive in corporate practice but materially important operationally because failure to secure sufficient votes could prevent approval of other business items. Approval requires a majority of votes cast and would not eliminate the Board’s independent authority to adjourn for quorum reasons under the Bylaws; the Chairman also has adjournment authority. Management’s recommendation FOR stems from a desire to ensure the meeting can achieve the necessary vote outcomes while minimizing disruption and delays to the Company’s governance and financing plans.