CERO · Cero Therapeutics Holdings, Inc.

The shares underlying this option shall vest in full on the earlier of (i) August 13, 2026 or (ii) the achievement of a specified clinical milestone in 2026, in each case subject to the reporting person's continuous service through the applicable vesting date.

The shares underlying this option shall vest in equal monthly installments through June 4, 2027.

The shares underlying this option shall vest in equal monthly installments through May 30, 2027.

Represents the 1/3 time-based portion of an award of options to purchase 27,979 shares, vesting in equal monthly installments on the 4th of each month from July 4, 2025 through March 4, 2026, with the remaining portion subject to performance conditions.

Represents the 1/3 time-based portion of an award of options to purchase 35,079 shares, vesting in equal monthly installments on the 4th of each month from July 4, 2025 through March 4, 2026, with the remaining portion subject to performance conditions.

Represents the 1/3 time-based portion of an award of options to purchase 27,979 shares, vesting in equal monthly installments on the 4th of each month from July 4, 2025 through March 4, 2026, with the remaining portion subject to performance conditions.

The shares underlying this option shall vest in equal monthly installments through June 4, 2027.

Represents the 1/3 time-based portion of an award of options to purchase 27,979 shares, vesting in equal monthly installments on the 4th of each month from July 4, 2025 through March 4, 2026, with the remaining portion subject to performance conditions.

Represents the 1/3 time-based portion of an award of options to purchase 185,529 shares, vesting in equal monthly installments on the 4th of each month from July 4, 2025 through December 4, 2025, with the remaining portion subject to performance conditions.

The Pre-Funded Warrants are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of the Issuer.

On March 28, 2025, Mr. Atwood exercised Pre-Funded Warrants (the "Pre-Funded Warrants") and directed the issuance of the shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer") to the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"). Mr. Atwood and his wife are the managers of the LLC and the trustees of the Trust. Accordingly, Mr. Atwood may be deemed to have beneficial ownership of the securities held directly by the LLC..

Represents the 50% time-based portion of an award of options to purchase 29,871 shares, vesting on the twelve month anniversary of the grant date, with the remaining portion subject to performance conditions.

Represents the 50% time-based portion of an award of options to purchase 35,846 shares, vesting on the twelve month anniversary of the grant date, with the remaining portion subject to performance conditions.

Represents the 50% time-based portion of an award of options to purchase 238,971 shares, vesting on the nine month anniversary of the grant date, with the remaining portion subject to performance conditions.

Represents the 50% time-based portion of an award of options to purchase 35,846 shares, vesting on the twelve month anniversary of the grant date, with the remaining portion subject to performance conditions.

Represents the 50% time-based portion of an award of options to purchase 35,846 shares, vesting on the twelve month anniversary of the grant date, with the remaining portion subject to performance conditions.

Represents the 50% time-based portion of an award of options to purchase 29,871 shares, vesting on the twelve month anniversary of the grant date, with the remaining portion subject to performance conditions.

On October 1, 2024, the Reporting Person was granted an option to purchase 508,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On February 24, 2025, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to the second installment, resulting in the vesting of 254,000 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On February 24, 2025, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to the second installment, resulting in the vesting of 127,500 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 2,550,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On February 24, 2025, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to the second installment, resulting in the vesting of 1,275,000 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On February 24, 2025, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to the second installment, resulting in the vesting of 127,500 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On February 24, 2025, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to the second installment, resulting in the vesting of 127,500 shares.

On October 11, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On February 24, 2025, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to the second installment, resulting in the vesting of 127,500 shares.

On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, the reporting persons purchased Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer"), and an equal number of Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of the Issuer's common stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date.

On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, the reporting persons purchased Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer"), and an equal number of Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of the Issuer's common stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date.

On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, the reporting persons purchased Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer"), and an equal number of Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of the Issuer's common stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date.

GVN, LLC (the "LLC") is a limited liability company of which the sole member is the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"). Mr. Atwood and his wife are the managers of the LLC and the trustees of the Trust. Accordingly, Mr. Atwood may be deemed to have beneficial ownership of the securities held directly by the LLC.

On February 7, 2025, pursuant to a Securities Purchase Agreement, dated February 5, 2025, the reporting persons purchased Pre-Funded Warrants, which are exercisable at any time on or after the date of issuance for an exercise price of $0.0001 per share, for shares of common stock of CERo Therapeutics Holdings, Inc. (the "Issuer"), and an equal number of Warrants, which will become exercisable immediately upon the Issuer's receipt of stockholder approval (the "Stockholder Approval Date") for an exercise price of $1.96 per share, for shares of the Issuer's common stock. The aggregate purchase price for each pair of Pre-Funded Warrants and Warrants was $1.9599. The Warrants will expire on the fifth anniversary of the Stockholder Approval Date.

GVN, LLC (the "LLC") is a limited liability company of which the sole member is the Atwood-Edminster Trust dtd 4-2-2000 (the "Trust"). Mr. Atwood and his wife are the managers of the LLC and the trustees of the Trust. Accordingly, Mr. Atwood may be deemed to have beneficial ownership of the securities held directly by the LLC.

Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

On October 1, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On December 2, 2024, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to one installment, resulting in the vesting of 127,500 shares.

On October 11, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On December 2, 2024, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to one installment, resulting in the vesting of 127,500 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 508,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On December 2, 2024, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to one installment, resulting in the vesting of 254,000 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On December 2, 2024, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to one installment, resulting in the vesting of 127,500 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 2,550,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On December 2, 2024, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to one installment, resulting in the vesting of 1,275,000 shares.

On October 1, 2024, the Reporting Person was granted an option to purchase 255,000 shares of Common Stock, which vest in two equal installments subject to the satisfaction of certain performance criteria. On December 2, 2024, the Issuer's Board of Directors confirmed that the performance criteria had been met with regards to one installment, resulting in the vesting of 127,500 shares.

The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $0.09 to $0.10 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.

Securities are held directly by YK Bioventures Opportunities Fund I, L.P. (f/k/a YK Bioventures, LLC) ("YK Opps I"). YK Bioventures Opportunities GP I, LLC ("YK Opps I GP") is the general partner of YK Opps I and may be deemed to beneficially own the shares held by YK Opps I. Mitchell W. Kossar and Gary K. Yeung are managing partners of YK Opps I GP, and may be deemed to share voting and investment power over the shares held by YK Opps I. Each of YK Opps I GP and Messrs. Kossar and Yeung disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

The shares underlying this option vest in twenty-four (24) monthly installments following the grant date, subject to the Reporting Person's continued service on each such vesting date.