CERO THERAPEUTICS HOLDINGS, INC.

Promissory Note

On August 11, 2026, we entered into a third amended and restated promissory note (the “August 2026 Note”) with SRX Global, which amends and restates in its entirety May 2026 Note, as amended and restated by the June 2026 Note and as further amended and restated by the July 2026 Note. Pursuant to the August 2026 Note, we may borrow, from time to time thereunder, up to a maximum aggregate amount not to exceed a sum of $2,235,200 (the “Maximum Loan Amount”). Of the Maximum Loan Amount, $750,000 was funded pursuant to the May 2026 Note, an additional $663,600 was funded pursuant to the June 2026 Note, an additional $671,600 was funded pursuant to the July 2026 Note, and an additional $150,000 was funded pursuant to the August 2026 Note. The August 2026 Note bears interest at a rate of 10% per annum, matures on May 28, 2027, and is convertible into shares of our Common Stock. At any time after the issuance of the August 2026 Note, SRX Global, at its option, is entitled to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Common Stock at a conversion price equal to the lesser of (i) $0.05 and (ii) 80% of the average of the 5 (five) lowest intraday trading prices during the 20 (twenty) days prior to the day that SRX Global requests conversion, unless otherwise modified by mutual agreement between the parties, subject to certain adjustments and limitations, including a beneficial ownership limitation of 4.99%.

Pursuant to the terms of the August 2026 Note, we shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-1 or S-3, covering the resale of all of the shares of Common Stock issuable upon the conversion of the August 2026 Note.

The issuance of the August 2026 Note was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder. The reliance upon Section 4(a)(2) of the Securities Act in issuing the August 2026 Note was based upon the following factors: (a) the issuance of the August 2026 Note was an isolated private transaction by us which did not involve a public offering; (b) SRX Global is an accredited investor; (c) the Company did not engage in general solicitation or advertising in connection with the issuance; and (d) SRX Global represented that, among other things, it was acquiring the securities for investment purposes only and not with a view to distribution, it has received information about the Company necessary to make an informed investment decision, and SRX Global is capable of evaluating the merits and risks of its investment. Any shares of Common Stock issuable upon conversion of the August 2026 Note will be issued in reliance on the exemption from registration provided by Section 3(a)(9) or Section 4(a)(2) of the Securities Act. The August 2026 Note and the shares of Common Stock issuable upon conversion thereof have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing description of the August 2026 Note is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.10 to this Quarterly Report and is incorporated herein by reference.

Director and Officer Trading Arrangements

From time to time, our officers (as defined in Rule 16a–1(f)) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). None of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted, modified orterminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter covered by this report.