Exhibit 10.40
Beeline Holdings, Inc.
188 Valley Street, Suite 225
Providence, RI 02909
September 8, 2025
C/M Capital Master Fund LP
1111 Brickell Avenue, Suite 2920
Miami, Florida 33131
Attention: Thomas Walsh
Re: Amendment to Amended and Restated Common Stock Purchase Agreement
Dear Thomas:
This letter documents our understanding with respect to the Amended and Restated Common Stock Purchase Agreement dated March 7, 2025 (the “Agreement”) between C/M Capital Master Fund LP and Beeline Holdings, Inc. (the “Company”). By signing below, the undersigned parties agree to the following amendments to the Agreement:
1. The Agreement is hereby amended to increase the Total Purchase Commitment from $10,000,000 to $20,000,000.
2. The Agreement is hereby amended to remove the requirement and condition that the Company’s right to effect Fixed Purchases and VWAP Purchases be subject to a minimum Closing Sale Price of the Company’s Common Stock.
By signing below, each of the undersigned parties agree to the above terms.
| Very truly yours, | |
| Beeline Holdings, Inc. | |
| /s/ Nicholas Liuzza Jr. | |
| Nicholas Liuzza Jr., Chief Executive Officer |
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The undersigned hereby agrees to the foregoing:
| C/M Capital Master Fund LP | ||
| By: | /s/ Thomas Walsh | |
| Name: | Thomas Walsh | |