Form 8-K

8-K — CERO THERAPEUTICS HOLDINGS, INC.

Accession: 0001213900-26-095776

Filed: 2026-08-31

Period: 2026-08-27

CIK: 0001870404

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0304037-8k_cero.htm (Primary)

EX-10.1 — FORM OF CONSOLIDATED SENIOR SECURED PROMISSORY NOTE DATED AUGUST 27, 2026 (ea030403701ex10-1.htm)

EX-10.2 — FORM OF ASSET SECURITY AGREEMENT DATED AUGUST 27, 2026 (ea030403701ex10-2.htm)

EX-10.3 — FORM OF PLEDGE AND SECURITY AGREEMENT DATED AUGUST 27, 2026 (ea030403701ex10-3.htm)

EX-10.4 — FORM OF GUARANTY OF PAYMENT DATED AUGUST 27, 2026 (ea030403701ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-08-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 27, 2026

CERO THERAPEUTICS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40877

81-4182129

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

201 Haskins Way, Suite 230,

South San Francisco, CA

94080

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number: (650) 407-2376

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.00001 per share

CERO

None

Warrants, each warrant exercisable for one two-thousandths of a share of Common Stock

CEROW

None

Indicate by check mark whether the registrant

is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

On August 27, 2026, CERo Therapeutics Holdings,

Inc., a Delaware corporation (the “Company”), completed a secured financing transaction with SRX Global Inc. (formerly known

as SRx Health Solutions, Inc.) (“SRX”). In connection with the transaction, the Company issued to SRX a Consolidated Senior

Secured Promissory Note having an original issue date of August 27, 2026 (the “Note”). Prior to the transaction, SRX was a

lender to the Company under certain of the promissory notes described below.

The Note consolidates certain outstanding convertible

grid promissory notes previously issued by the Company (collectively, the “Previous Notes”), including (i) obligations under

Previous Notes held by SRX in an aggregate amount of $2,794,000.00 and (ii) obligations under Previous Notes originally held by Keystone

Capital Partners, LLC in an aggregate amount of $2,872,108.77, consisting of $2,812,500.00 of principal and $59,608.77 of accrued and

unpaid interest. Accordingly, the principal amount of the Note represented by previously outstanding debt was $5,666,108.77, and such

amounts were lent to the Company on an unsecured basis.

The Note provides for additional advances by SRX

to the Company of up to $6,000,000 in the aggregate, inclusive of the initial advance described below, resulting in a maximum aggregate

loan amount of $11,666,108.77. Provided that no Event of Default has occurred and is continuing as determined under the terms of the Note,

the Note provides for additional funding advances to the Company on the first day of each calendar month following the original issue

date and before the maturity date in the amounts set forth in the Note, reflecting Company’s budget attached to the Note. SRX may,

in its sole and absolute discretion, make additional advances reasonably requested by the Company, subject to the $6,000,000 aggregate

advance limit.

On August 27, 2026, the date that the Note was

executed, SRX funded an initial advance in the gross amount of $775,665.00. The Note required the Company to reimburse $50,000.00 of SRX’s

legal expenses, which amount was withheld from the initial advance. The Company intends to use the proceeds of the advances to pay outstanding

trade payables and for working capital purposes of the Company and CERo Therapeutics, Inc. its wholly owned subsidiary (the “Subsidiary”).

Interest that is not paid when due may be recorded as an additional advance under the Note.

The outstanding principal amount of the Note bears

interest at 10% per annum, calculated on the basis of a 30-day month and a 360-day year. During the existence of an Event of Default,

the outstanding obligations bear interest at the lesser of (i) 24.99% per annum and (ii) the maximum rate permitted by applicable law.

If the Event of Default is cured, the interest rate returns to 10% per annum.

The unpaid principal amount, accrued and unpaid

interest and all other amounts payable under the Note are due and payable on October 15, 2026, unless earlier accelerated or otherwise

paid in accordance with the Note. Provided that no Event of Default has occurred and is continuing, SRX may extend the maturity date for

up to four consecutive 30-day periods by providing the Company with at least one business day’s prior written notice.

Except in connection with the consummation of

a change of control Transaction, the Company may not prepay any amounts outstanding under the Note without SRX’s prior written consent.

As security for the Company’s obligations

under the Note, the Company entered into a Pledge and Security Agreement with SRX, dated as of August 27, 2026 (the “Pledge Agreement”).

Under the Pledge Agreement, the Company pledged and granted SRX a continuing security interest in all of the Company’s right, title

and interest in the issued and outstanding capital stock of the Subsidiary, together with any additional shares or other equity interests

in the Subsidiary subsequently acquired by the Company and all distributions and proceeds relating to those interests. The security interest

created by the Pledge Agreement is intended to be a first-priority security interest.

The Subsidiary also entered into an Asset Security

Agreement with SRX, dated as of August 27, 2026 (the “Asset Security Agreement”), pursuant to which the Subsidiary granted

SRX a continuing security interest in substantially all of the Subsidiary’s assets. The collateral includes, among other assets,

intellectual property, patents, patent applications, studies, clinical trials, regulatory applications and other assets relating to the

Company’s and the Subsidiary’s CER-T cell therapy business, including CER-1236.

In addition, pursuant to a Guaranty of Payment

dated as of August 27, 2026 (the “Guaranty”), the Subsidiary absolutely, unconditionally and irrevocably guaranteed the payment

and performance of the Company’s obligations under the Note and the other transaction documents, including principal, interest,

fees, enforcement costs and other amounts payable thereunder. The Guaranty is a guaranty of payment and performance and not merely a guaranty

of collection.

The Note contains customary negative covenants

that, subject to specified exceptions, restrict the Company and its subsidiaries from, among other things, incurring additional indebtedness

or liens, repaying certain other indebtedness, paying cash dividends or distributions on the Company’s equity securities, amending

organizational documents in a manner materially adverse to SRX and entering into certain affiliate transactions.

Events of Default under the Note include, among

other matters, payment defaults; breaches of covenants, representations or warranties; certain cross-defaults under other material agreements;

bankruptcy and insolvency events; certain judgments, levies or attachments; the incurrence of unpermitted indebtedness or liens; failure

to use proceeds in accordance with the Company’s budget; the occurrence of a Material Adverse Effect; and the invalidity or unenforceability

of a transaction document. Following an Event of Default, SRX may declare all outstanding principal and other amounts owing under the

Note immediately due and payable and may exercise its remedies against the pledged shares and other collateral.

The Note was issued to SRX in a private transaction

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 Note has 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.

The foregoing descriptions of the Note, the Pledge

Agreement, the Asset Security Agreement and the Guaranty do not purport to be complete and are qualified in their entirety by reference

to the full text of those documents, copies of which are filed as Exhibits 10.1 through 10.4, respectively, to this Current Report on

Form 8-K and are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive

Agreement.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 1.02.

In connection with the issuance of the Note, the

Previous Notes, including their conversion and other terms, were superseded and replaced in their entirety by the Note. The unpaid principal

and accrued interest under the Previous Notes were consolidated into the original principal amount of the Note rather than repaid at the

time of the transaction.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Note was made in reliance on the exemption

provided by Section 4(a)(2) of the Securities Act, for the offer and sale of securities not involving a public offering. The Company’s

reliance upon Section 4(a)(2) of the Securities Act in issuing the Note was based upon the following factors: (a) the issuance of the

Note was an isolated private transaction by us which did not involve a public offering; (b) the Lender is an accredited investor;

(c) the Company did not engage in general solicitation or advertising in connection with the issuance; and (d) the Lender 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 the Lender is capable of evaluating the merits and

risks of its investment. Any shares of Common Stock issuable upon conversion of the 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.

Item 9.01. Exhibits.

Exhibit

No.

Description

10.1

Form of Consolidated Senior

Secured Promissory Note dated August 27, 2026.

10.2

Form of Asset Security Agreement dated August 27, 2026.

10.3

Form of Pledge and Security Agreement dated August 27, 2026

10.4

Form of Guaranty of Payment dated August 27, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CERo Therapeutics Holdings, Inc.

Dated: August 31, 2026

By:

/s/ Chris Erlich

Chris Erlich

Chief Executive Officer

EX-10.1 — FORM OF CONSOLIDATED SENIOR SECURED PROMISSORY NOTE DATED AUGUST 27, 2026

EX-10.1

Filename: ea030403701ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE

SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT

TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL

OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY

MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date:

August 27, 2026

Original Principal Amount as of the Issuance Date:

$5,666,108.77

Additional Available Advances:

Up to $6,000,000

Aggregate Maximum Loan Amount:

Up to $11,666,108.77

CONSOLIDATED

SENIOR secured PROMISSORY NOTE

FOR VALUE RECEIVED, CERO

THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”) promises to pay to SRX Global

Inc., a Delaware corporation, or its permitted assigns (the “Holder”), the aggregate principal amount

of loans not to exceed $11,666,108.77 (the “Loans”) outstanding hereunder, as conclusively

evidenced on the grid attached hereto as Schedule 1 (the “Grid”). This Note (this “Note”)

(i) consolidates and replaces in their entirety each of the Convertible Grid Promissory Notes (the “Previous Notes”)

issued by the Company to the holder listed therein and all of the loans and advances thereunder made by such holder on each of February

9, 2026, March 6, 2026, April 8, 2026, April 27, 2026, May 28, 2026, June 23, 2026, July 14, 2026 and August 11, 2026 (as listed on the

Grid), all of which have now been acquired and are held by the Holder, and (ii) allows for additional borrowings of up to $6,000,000 by

the Holder as provided hereunder.

Section 1. Definitions.

For the purposes hereof, (a) capitalized terms not otherwise defined herein shall have the meanings set forth in the Security Agreement

and (b) the following words and phrases shall have the following meanings:

“Bankruptcy

Event” means any of the following events: (a) the Company or any Subsidiary thereof commences a case or other proceeding

under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar

law of any jurisdiction relating to the Company or any Subsidiary thereof, (b) there is commenced against the Company or any Subsidiary

thereof any such case or proceeding that is not dismissed within 30 days after commencement, (c) the Company or any Subsidiary thereof

is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Company

or any Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is

not discharged or stayed within 30 calendar days after such appointment, (e) the Company or any Subsidiary thereof makes a general assignment

for the benefit of creditors, (f) the Company or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition,

adjustment or restructuring of its debts or (g) the Company or any Subsidiary thereof, by any act or failure to act, expressly indicates

its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting

any of the foregoing.

“Business Day”

means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of

New York generally are authorized or required by law or other governmental actions to close.

“Change of

Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by

an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective

control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50%

of the voting securities of the Company, (b) the Company merges into or consolidates with any other Person, or any Person merges into

or consolidates with the Company and, after giving effect to such transaction, the shareholders of the Company immediately prior to such

transaction own less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company

sells or transfers all or substantially all of its assets to another Person, (d) a replacement at one time or within a three year period

of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members

of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on

any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members

on the date hereof), or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing

for any of the events set forth in clauses (a) through (d) above.

“Company Budget”

means the excel spreadsheet setting fort the Company’s budget attached hereto as Schedule 2.

“Default Interest

Rate” shall have the meaning set forth in Section 2(a).

“Event of Default”

shall have the meaning set forth in Section 7(a).

“Exchange Act”

means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.

“Indebtedness”

means (x) any liabilities for borrowed money or amounts owed (other than trade accounts payable incurred in the ordinary course of business,

whether or not such trade payable are current in accordance with terms with such creditors or past due), (y) all guaranties, endorsements

and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection

or similar transactions in the ordinary course of business; and (z) the present value of any lease payments due under leases required

to be capitalized in accordance with GAAP.

“Intellectual

Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable

or unpatentable and whether or not reduced to practice), all improvements thereto, and all U.S. and foreign patents, patent applications,

and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations

thereof, (b) all trademarks, service marks, brand names, certification marks, trade dress, logos, trade names, domain names, assumed names

and corporate names, together with all colorable imitations thereof, and including all goodwill associated therewith, and all applications,

registrations, and renewals in connection therewith, (c) all copyrights, and all applications, registrations, and renewals in connection

therewith, (d) all trade secrets under applicable state laws and the common law and know-how (including formulas, techniques, technical

data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and

proposals), (e) all computer software (including source code, object code, diagrams, data and related documentation), and (f) all

copies and tangible embodiments of the foregoing (in whatever form or medium).

“Liens”

means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Maturity Date”

means October 15, 2026; provided that if no Event of Default has occurred or is continuing, Holder may extend the Maturity Date for up

to four (4) consecutive 30-day periods upon one Business Day written notice to the Company.

“Note Register”

shall have the meaning set forth in Section 3(c).

“Original Issue

Date” means the date of the first issuance of this Note, regardless of any transfers of this Note and regardless of

the number of instruments which may be issued to evidence this Note.

“Permitted

Indebtedness” means (a) the indebtedness evidenced by this Note, (b) capital lease obligations incurred in the ordinary

course of business and, (c) the Indebtedness set forth on Schedule 4(z).

“Permitted

Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental

charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and

by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established

in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as

carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in

the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the

value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated

Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for

the foreseeable future the forfeiture or sale of the property or asset subject to such Lien, (c) Liens incurred in connection with Permitted

Indebtedness, and (d) Liens set forth on Schedule 4(z). A Lien arising from a judgment issued by a Court shall not be deemed to

be a Permitted Lien unless enforcement of such Lien has been stayed in accordance with applicable law.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,

such as a deposition), whether commenced or threatened.

“SEC”

means the Securities and Exchange Commission.

“Securities

Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder.

“Security Agreement”

means the Security Agreement, dated on or about the date hereof, by and between the Company and the Holder, as amended, modified or supplemented

from time to time in accordance with its terms.

“Subsidiary”

means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company,

trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding capital stock having

(in the absence of contingencies) ordinary voting power to elect a majority of the Board of Directors or other managing body of such entity,

(ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited

liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such

trust, estate, association or other entity business, is, at the time of determination, owned or controlled directly or indirectly through

one or more intermediaries, by such entity, or (B) is under the actual control of the Company.

“Subsidiary

Guaranty” means the Guaranty, dated on or about the date hereof, entered into by CERo Therapeutics, Inc. in favor of

the Holder.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the NYSE American, or any

market of the OTC Markets, Inc. (or any successors to any of the foregoing).

“Transaction

Documents” means this Note, the Security Agreement, the Subsidiary Guaranty, and any additional agreements or documents

entered into by the Company and/or the Holder in connection herewith or therewith.

Section 2. Conclusiveness of Grid;

Advances; Interest.

(a) Conclusiveness

of Grid. The Loan represented by this Note is comprised of (i) the unpaid principal balance of, and all accrued and unpaid interest

through the Original Issuance Date under, the Previous Notes (which Previous Notes are superseded and replaced in their entirety by, and

are hereby consolidated into, this Note) and (ii) additional borrowings (each such borrowing, an “Advance”)

available, from time to time (the date of each such Advance hereunder a “Funding Date”), to the Company

pursuant to the terms hereof in an aggregate amount of up to $6,000,000 (the “Maximum Advance Amount”),

for an aggregate maximum amount not to exceed the sum of $11,666,108.77 (the “Maximum Loan Amount”).

The Grid shall, in the absence of manifest error, constitute conclusive proof of the amounts and dates of all advances and repayment of

principal in respect to the Loan.

(b) Advances.

Provided that no Event of Default has occurred or is continuing, upon the written request of the Company, the Holder will make Advances

to the Company (i) on the Original Issuance Date, the amount of $775,665.00, (ii) on the first day of each calendar month following the

Original Issuance Date and prior to the Maturity Date, the amount reflected in the Company Budget in row 34 for the corresponding month,

and (iii) in its sole and absolute discretion, in such other amounts as may be reasonably requested by the Company prior to the Maturity

Date (all such Advances not to exceed the Maximum Advance Amount in the aggregate). Upon delivery of the principal amount of any Advance

to the Company hereunder, the Holder is hereby authorized by the Company to enter and record on the Grid the amount of such Advance made

under this Note and each payment of principal hereunder without any further action on the part of Company or any endorser or guarantor

of this Note. To the extent interest is not paid when due, the Holder is authorized and directed to enter the amount of such interest

as an additional Advance on the Grid. The entry of an Advance on said schedule shall be prima facie and presumptive evidence of the entered

Loan and its conditions. The Holder’s failure to make an entry, however, shall not limit or otherwise affect the obligations of

the Holder to advance the principal amount of the Loan or of the Company or any endorser or guarantor of this Note with respect to the

Loan.

Interest shall accrue to the Holder on the aggregate outstanding principal amount of this Note at the rate of 10% per annum, calculated

on the basis of a 30-day month and 360-day year and shall accrue daily on the commencing on the Original Issue Date until payment in full

of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due

hereunder, has been made, whether on the Maturity Date, upon acceleration or otherwise. During the existence of an Event of Default, interest

shall accrue at the lesser of (i) the rate of 24.99% per annum, or (ii) the maximum amount permitted by law (the lesser of clause (i)

or (ii), the “Default Interest Rate”). Once an Event of Default is cured, the interest rate shall return

to 10%.

(d) Payment.

The aggregate unpaid principal amount of the Loans, all accrued and unpaid interest thereon, and all other amounts payable under this

Note shall be due and payable on the Maturity Date, if not paid earlier upon acceleration or otherwise.

(e) Prepayment.

Other than in connection with the consummation of a Change of Control Transaction, the Company may not prepay any portion of any amount

due hereunder without the prior written consent of the Holder.

Section 3. Registration of Transfers

and Exchanges.

(a) Different Denominations.

This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the

Holder surrendering the same. No service charge or other fees will be payable for such registration of transfer or exchange.

Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat the

Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein

provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected

by notice to the contrary.

Section 4. Representations and

Warranties of the Company. The Company hereby represents and warrants as of the date hereof to the Holder as follows (unless as of

a specific date therein):

(a) Subsidiaries.

The sole direct and indirect Subsidiary of the Company is CERO Therapeutics Inc. The Company owns, directly or indirectly, all of the

capital stock or other equity interests of the Subsidiary free and clear of any Liens (except for Permitted Liens), and all of the issued

and outstanding shares of capital stock or other equity interests of the Subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organization

and Qualification. The Company and the Subsidiary is an entity duly incorporated or otherwise organized, validly existing and in good

standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use

its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation

or default of any of the provisions of its respective Certificate or Articles of Incorporation, Bylaws or other organizational or charter

documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation

or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,

except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result

in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect

on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken

as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its

obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”).

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Note and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution

and delivery of this Note and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated

hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and no further corporate action

is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than

in connection with the Required Approvals (defined below). Subject to obtaining the Required Approvals, this Note and each other Transaction

Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance

with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in

accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Note and the other Transaction Documents to which it is

a party, the issuance and sale of this Note and the consummation by it of the transactions contemplated hereby and thereby do not and

will not except as set forth on Schedule 4(d) (i) conflict with or violate any provision of the Company’s or any Subsidiary’s

Certificate or Articles of Incorporation, Bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a

default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon

any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration

or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing

a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property

or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in

a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority

to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property

or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not

have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection

with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) a Current Report on Form 8-K

disclosing the material terms of this Note and the Transaction Documents as exhibits thereto, with the SEC, (ii) the filing of Form D

with the SEC, if applicable, (iii) such filings as are required to be made under applicable state securities laws, if applicable, or as

set forth on Schedule 4(e) (the “Required Approvals”).

(f) Capitalization.

The capitalization of the Company is as set forth on Schedule 4(f). Except as set forth on Schedule 4(f), no Person has

any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated

by the Transaction Documents. Except as set forth on Schedule 4(f), as a result of the purchase and sale of this Note, there are

no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities,

rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire,

any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which

the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital

stock of any Subsidiary. Except as set forth on Schedule 4(f), the issuance and sale of this Note will not obligate the Company

or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Holder) and will not result in a right

of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as

set forth on Schedule 4(f), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision

that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company

or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or

similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is

or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or

“phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the

Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities

laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase

securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and

sale of this Note. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s

capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(g) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the

“SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with

the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue

statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included

in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with

respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally

accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except

as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not

contain all footnotes required by GAAP, and fairly present in all respects the financial position of the Company and its consolidated

Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the

case of unaudited statements, to normal, immaterial, year-end audit adjustments. The financial statements do not reflect any transactions

which are not bona fide transactions. There are no financial statements (historical or pro forma) that are required to be included in

the SEC Reports that are not included as required; the Company and its Subsidiaries do not have any material liabilities or obligations,

direct or contingent (including any off-balance sheet obligations), not described in the SEC Reports; and all disclosures contained in

the SEC Reports, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of

the SEC) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents

the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable

thereto.

(h) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included within the SEC

Reports, except as set forth in the SEC Reports: (i) there has been no event, occurrence or development that has had or that could reasonably

be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other

than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities

not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC and

(C) indebtedness under the Transaction Documents, (iii) the Company has not altered its method of accounting, (iv) the Company has not

declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements

to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director

or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the SEC any request

for confidential treatment of information. Except for the issuance of this Note, no event, liability, fact, circumstance, occurrence or

development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their

respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the

Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at

least one Trading Day prior to the date that this representation is made.

(i) Litigation.

Except as set forth on Schedule 4(i) or as described in the SEC Reports, there is no action, suit, notice of violation, proceeding

or investigation, inquiry or other similar proceeding of any federal or state government department, agency, commission or unit (however

any such government office is described) pending or, to the knowledge of the Company, threatened against or affecting the Company, any

Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory

authority (federal, state, county, local or foreign) (any, an “Action”) which (i) adversely affects or

challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance of this Note or (ii) could, if

there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule

4(i), the Company has no reason to believe that an Action will be filed against it in the future. Neither the Company nor any Subsidiary,

nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal

or state securities laws or a claim for fraud or breach of fiduciary duty. There has not been, and to the knowledge of the Company, there

is not pending or contemplated, any investigation or inquiry by the SEC involving the Company or any current or former director or officer

of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed

by the Company or any Subsidiary under the Securities Act, and the Company has no reason to believe it will do so in the future.

(j) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees

is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company

nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships

with their employees are good. To the knowledge of the Company, no effort is underway to unionize or organize the employees of the Company

or any Subsidiary. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be,

in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition

agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of

each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing

matters. There is no employment-related charge, complaint, grievance, investigation, inquiry or obligation of any kind including workers’

compensation liability matters, pending, or to the Company’s knowledge, threatened, relating to an alleged violation or breach by

the Company or its Subsidiaries of any law, regulation or contract that could, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

(i) To

the Company’s knowledge

(A) no

allegations of sexual harassment, sexual misconduct or discrimination, whether such discrimination arises from race, ethnic background,

sex, gender status, age, religion, national origin or otherwise (“Misconduct”) have been made in the

past five years involving any current or former director, officer, or independent contractor of the Company or any of its Subsidiaries,

(B) neither

the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of Misconduct by any current/current

or former director, officer, employee, or independent contractor of the Company or any of its Subsidiaries.

(k) Compliance.

Except as set forth on Schedule 4(k), neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no

event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any

Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation

of, any Indebtedness, indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or

any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree

or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance

or regulation of any governmental authority, including, without limitation, all foreign, federal, state and local laws relating to pharmaceuticals,

unfair or deceptive trade practices, taxes, environmental protection, occupational health and safety, COVID-19, product quality and safety

and employment and labor matters, except in each case as could not have resulted in or reasonably be expected to result in a Material

Adverse Effect.

(l) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or

hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise

relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,

as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters,

orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);

(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective

businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),

(ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(m) Regulatory

Permits. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory

authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or

permits could or would not reasonably be expected to result in have, individually or in the aggregate, a Material Adverse Effect, and

neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any material

permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or

to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting

or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or

any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects,

individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect.

(n) Title

to Assets. Except as set forth on Schedule 4(n), the Company and the Subsidiaries have good and marketable title in fee simple

to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business

of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens. Any real property and facilities

held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company

and the Subsidiaries are in compliance.

(o) Intellectual

Property. Except as would not cause a Material Adverse Effect:

(i) To

the Company’s knowledge, the Company owns or possesses or has the right to use pursuant to a valid and enforceable written license,

sublicense, agreement, or permission all Intellectual Property necessary for the operation of the business of the Company as presently

conducted.

(ii) To

the Company’s knowledge, the Intellectual Property does not interfere with, infringe upon, misappropriate, or otherwise come into

conflict with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which indicate a likelihood

of the foregoing. The Company has not received any charge, complaint, claim, demand, or notice alleging any such interference, infringement,

misappropriation, or conflict (including any claim that the Company must license or refrain from using any Intellectual Property rights

of any third party). To the knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise

come into conflict with, any Intellectual Property rights of the Company.

(iii) The

Company has complied with and is presently in material compliance with all foreign, federal, state, local, governmental (including, but

not limited to, the Federal Trade Commission and State Attorneys General), administrative, or regulatory laws, regulations, guidelines,

and rules applicable to any personal identifiable information.

(iv) Each

Person who participated in the creation, conception, invention or development of the Intellectual Property currently used in the business

of the Company (each, a “Developer”) which is not licensed from third parties has executed one or more

agreements containing industry standard confidentiality, work for hire and assignment provisions, whereby the Developer has assigned to

the Company all copyrights, patent rights, Intellectual Property rights and other rights in the Intellectual Property, including all rights

in the Intellectual Property that existed prior to the assignment of rights by such Person to the Company.

(v) Each

Developer has signed a perpetual non-disclosure agreement with the Company.

(p) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary for companies of the Company’s size and in the businesses in which the Company and the Subsidiaries

are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

without a significant increase in cost.

(q) Transactions

With Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of the Company or any Subsidiary

and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with

the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other

arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing

for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is

an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee

benefits, including equity award agreements under any equity incentive plan of the Company.

(r) Sarbanes-Oxley;

Internal Accounting Controls. Except as disclosed in the SEC Reports, the Company and the Subsidiaries are in compliance with any

and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable

rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of the Closing Date. Except as

disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to

provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset

accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and

(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken

with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange

Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure

that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers

have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period

covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company

presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have

been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its

Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting

of the Company and its Subsidiaries.

(s) Certain

Fees. Except as set forth on Schedule 4(s), no brokerage or finder’s fees or commissions are or will be payable by the

Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person

with respect to the transactions contemplated by the Transaction Documents. The Holder shall have no obligation with respect to any fees

or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 1.1(s) that may

be due by the Company in connection with the transactions contemplated by the Transaction Documents.

(t) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for this Note, will not be or be

an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Until all obligations

of the Company under this Note have been paid in full, the Company shall conduct its business in a manner so that it will not become an

“investment company” subject to registration under the Investment Company Act of 1940, as amended.

(u) Registration

Rights. Except as disclosed on Schedule 4(u), no Person has any right to cause the Company or any Subsidiary to effect the

registration under the Securities Act of any securities of the Company or any Subsidiary.

(v) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration.

(w) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or could become applicable to the Holder as a result of the Holder and the Company fulfilling their obligations

or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of

this Note and the Holder’s ownership of this Note.

(x) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any Holder or its agents or counsel with any information that it

believes constitutes or might constitute material, non-public information which is not otherwise disclosed on Schedule 4(x). The

Company understands and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of

the Company. All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries,

their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Note, is true and correct

and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements

made therein, in light of the circumstances under which they were made not misleading. The press releases disseminated by the Company

during the 12 months preceding the date of this Note did not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they

were made and when made, not misleading. The Company acknowledges and agrees that no Holder has made any representations or warranties

with respect to the transactions contemplated hereby other than those specifically set forth in Section 4 hereof.

(y) No

Integrated Offering. Assuming the accuracy of the Holder’s representations and warranties set forth in Section 4.1, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales

of any security or solicited any offers to buy any security, under circumstances that would cause this offering of this Note to be integrated

with prior offerings by the Company for purposes of any applicable stockholder approval provisions of any Trading Market on which any

of the securities of the Company are listed or designated.

(z) Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, assuming that the Company receives Advances equal

to the Maximum Advance Amount, the Company’s assets do not constitute unreasonably small capital to carry on its business as now

conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business

conducted by the Company, consolidated and projected capital requirements and capital availability thereof. The Company does not intend

to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on

or in respect of its debt). Schedule 4(z) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of

the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. Except as set forth on Schedule 4(z),

neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(aa) Tax Status. The

Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed

and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in

good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed in Schedule

4(aa), no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would have, individually

or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency,

penalty or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.

(bb) Foreign Corrupt Practices.

Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf

of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other

unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government

officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully

any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which

is in violation of law, or (iv) violated any provision of FCPA.

(cc) Accountants.

The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting firm

(i) is a registered public accounting firm registered with the Public Company Accounting Oversight Board as required by the Exchange Act

and (ii) will express its opinion with respect to the financial statements included in the Company’s Annual Report for the fiscal

year ending December 31, 2026.

(dd) Acknowledgment Regarding

each Holder’s Purchase of Securities. The Company acknowledges and agrees that each Holder is acting solely in the capacity

of an arm’s length Holder with respect to the Transaction Documents and the transactions contemplated thereby. The Company further

acknowledges that no Holder is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to

the Transaction Documents and the transactions contemplated thereby and any advice given by any Holder or any of their respective representatives

or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Holder’s

purchase of this Note.

(ee) Private Placement.

Assuming the accuracy of the Holder’s representations and warranties set forth in Section 4, no registration under the Securities

Act is required for the offer and sale of this Note by the Company to the Holder as contemplated hereby.

(ff) No General Solicitation.

Neither the Company nor any person acting on behalf of the Company has offered or sold any of this Note by any form of general solicitation

or general advertising. The Company offered this Note for sale only to the Holder within the meaning of Rule 501 under the Securities

Act.

(gg) No Disqualification

Events. With respect to this Note, except as set forth on Schedule 4(gg), none of the Company, any of its predecessors, any

affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial

owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter

(as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale, nor any

Person, including a placement agent, who will receive a commission or fees for soliciting purchasers (each, an “Issuer Covered Person”

and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications

described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except

for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer

Covered Person is subject to a Disqualification Event.

(hh) Notice of Disqualification

Events. The Company will notify the Holder in writing, prior to the Closing Date of (i) any Disqualification Event relating to any

Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event

relating to any Issuer Covered Person, in each case of which it is aware.

(ii) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,

employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign

Assets Control of the U.S. Treasury Department (“OFAC”).

(jj) U.S. Real Property

Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section

897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Holder’s request.

(kk) Bank Holding Company

Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended

(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five

percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity

of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries

or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(ll) Money Laundering.

The operations of the Company and its Subsidiary are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes

and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action

or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its Subsidiary

with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or its Subsidiary, threatened.

(mm) [reserved].

(nn) No Disagreements

with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company

to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current

with respect to any fees owed to its accountants which could affect the Company’s ability to perform any of its obligations under

any of the Transaction Documents.

(oo) FDA

Compliance. The Company: (A) is and at all times has been in material compliance with all statutes, rules or regulations of the U.S.

Food and Drug Administration (“FDA”) and other comparable governmental entities applicable to the ownership,

testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage,

import, export or disposal of any product under development, manufactured or distributed by the Company (“Applicable Laws”);

(B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled letter or other correspondence or notice from

the FDA or any governmental entity alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates,

approvals, clearances, exemptions, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws

(“Authorizations”); (C) possesses all material Authorizations and such Authorizations are valid and in

full force and effect and the Company is not in material violation of any term of any such Authorizations; (D) has not received notice

of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from the FDA or any governmental

entity or third party alleging that any product operation or activity is in material violation of any Applicable Laws or Authorizations

and has no knowledge that the FDA or any governmental entity or third party is considering any such claim, litigation, arbitration, action,

suit, investigation or proceeding; (E) has not received notice that the FDA or any governmental entity has taken, is taking or intends

to take action to limit, suspend, modify or revoke any material Authorizations and has no knowledge that the FDA or any governmental entity

is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications,

records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports,

documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct

on the date filed (or were corrected or supplemented by a subsequent submission).

(pp) Studies, Tests and

Preclinical and Clinical Trials. The studies, tests and preclinical and clinical trials conducted by or on behalf of the Company,

to the Company’s knowledge, were and, if still ongoing, are being conducted in all material respects in accordance with experimental

protocols, procedures and controls pursuant to accepted professional scientific standards and all Authorizations and Applicable Laws,

including, without limitation, the Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder and current

Good Clinical Practices and Good Laboratory Practices and any applicable rules, regulations and policies of the jurisdiction in which

such trials and studies are being conducted; the descriptions of the results of such studies, tests and trials contained in the SEC Reports

are, to the Company’s knowledge, accurate and complete in all material respects and fairly present the data derived from such studies,

tests and trials; the Company is not aware of any studies, tests or trials, the results of which the Company believes reasonably call

into question the study, test, or trial results described or referred to in the SEC Reports when viewed in the context in which such results

are described and the clinical state of development; and, the Company has not received any notices or correspondence from the FDA or any

governmental entity requiring the termination or suspension of any studies, tests or preclinical or clinical trials conducted by or on

behalf of the Company, other than ordinary course communications with respect to modifications in connection with the design and implementation

of such trials, copies of which communications have been made available to you.

(qq) Company Disclosure

Schedules. If any section of the disclosure schedules delivered by the Company pursuant to Section 4 hereof lists an item or information

in such a way as to make its relevance to the disclosure required by or provided in another section of such disclosure schedules or the

statements contained in any other section of this Note reasonably apparent on its face, the matter shall be deemed to have been disclosed

in or with respect to such other section, notwithstanding the omission of an appropriate cross-reference to such other section or the

omission of a reference in the particular representation and warranty to such section of the such disclosure schedules.

The Company acknowledges and

agrees that the representations contained in this Section 4 shall not modify, amend or affect the Holder’s right to rely on the

Company’s representations and warranties contained in this Note or any representations and warranties contained in any other Transaction

Document or any other document or instrument executed and/or delivered in connection with this Note or the consummation of the transaction

contemplated hereby.

Section 5. Representations and

Warranties of the Holder. The Holder hereby represents and warrants as of the date hereof to the Company as follows (unless as of

a specific date therein):

(a) Organization;

Authority. Holder an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction

of its formation with full right, limited liability company power and authority to enter into and to consummate the transactions contemplated

by this Note and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The purchase of this Note

and performance by Holder of the transactions contemplated by this Note and the Transaction Documents have been duly authorized by all

necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of Holder. Each Transaction

Document to which it is a party has been duly executed by Holder, and when delivered by Holder in accordance with the terms hereof, will

constitute the valid and legally binding obligation of Holder, enforceable against it in accordance with its terms, except: (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(b) Purchaser

Status. At the time Holder was offered this Note, it was, and as of the date hereof it is, an accredited investor within the meaning

of Rule 501 under the Securities Act. Holder is not subject to any Disqualification Event, except for a Disqualification Event covered

by Rule 506(d)(2) or (d)(3).

of the Purchaser. Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in

business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in this Note, and

has so evaluated the merits and risks of such investment. Holder is able to bear the economic risk of an investment in this Note, and,

at the present time, is able to afford a complete loss of such investment.

Section 6. Negative Covenants

As long as any portion of this Note remains outstanding, unless the Holder shall have otherwise given prior written consent, the Company

shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

(a) other than Permitted

Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any indebtedness for borrowed money of any kind,

including, but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or

any interest therein or any income or profits therefrom, unless the net proceeds of such Indebtedness are immediately used to pay

amounts due hereunder;

(b) other than Permitted

Liens, enter into, create, incur, assume or suffer to exist any Liens of any kind, on or with respect to any of its property or

assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

documents, including, without limitation, its articles of incorporation and bylaws, in any manner that materially and adversely affects

any rights of the Holder, increases in authorized shares and stock splits shall not be deemed to materially and adversely affects any

rights of the Holder;

(d) repay, or offer

to repay, any Indebtedness other than this Note as provided in Section 2(b) or Permitted Indebtedness, as such terms Indebtedness and

Permitted Indebtedness are in effect as of the Original Issue Date, provided that such payments other than on this Notes shall not be

permitted if, at such time, or after giving effect to such payment, any Event of Default exists or occurs or the Company is not be able

to satisfy obligations owing to the Holder;

(e) pay cash dividends

or distributions on any equity securities of the Company;

(f) enter into any

transaction with any Affiliate of the Company which would be required to be disclosed in any public filing with the SEC assuming

that the Company is subject to the Securities Act or the Exchange Act, unless such transaction is made on an arm’s-length

basis; or

(h) enter into any

agreement with respect to any of the foregoing.

Section 7. Events of Default.

(a) “Event

of Default” means, wherever used herein, any of the following events (whatever the reason for such event and whether such event

shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,

rule or regulation of any administrative or governmental body):

(i) any default in the

payment of (A) principal and interest payment under this Note or any other Indebtedness, or (B) late fees, liquidated damages and other

amounts owing to the Holder of this Note, as and when the same shall become due and payable, whether on the Maturity Date, upon acceleration,

or otherwise, which default, solely in the case of a default under clause (B) above, is not cured within five Business Days;

(ii) the Company

shall fail to observe or perform any other covenant or agreement contained in this Note or any Transaction Document which failure is

not cured, if possible to cure, within the earlier to occur of 10 Business Days after notice of such failure is sent by the Holder

or by any other Holder to the Company and (B) the Company has become aware of such failure;

(iii) except for payment

defaults covered under Section 7(a)(i), the Company shall breach, or a default or event of default (subject to any grace or cure period

provided in the applicable agreement, document or instrument) shall occur under, (A) any of the Transaction Documents or (B) any other

material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by any other clause

of this Section 7) which default or event of default if not cured, if possible to cure, within the earlier to occur of (i) five Business

Days after notice of such default sent by the Holder or by any other holder to the Company and (ii) the Company has become aware of such

default;

(iv) any representation

or warranty made in this Note, any other Transaction Document, any written statement pursuant hereto or thereto or any other report, financial

statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of

the date when made or deemed made, which failure is not cured, if possible to cure, within the earlier to occur of 10 Business Days after

(A) notice of such failure is sent by the Holder or (B) by any other Holder to the Company;

(v) the Company or any

Subsidiary shall be subject to a Bankruptcy Event;

(vi) the Company or

any Subsidiary shall: (A) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of

its properties; (B) admit in writing its inability to pay its debts as they mature; (C) make a general assignment for the benefit of

creditors; (D) be adjudicated as bankrupt or insolvent or be the subject of an order for relief under Title 11 of the United States

Code or any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute of any other

jurisdiction or foreign country; or (E) file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization

or an arrangement with creditors or to take advantage or any bankruptcy, reorganization, insolvency, readjustment of debt,

dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any

proceeding under any such law, or (F) take or permit to be taken any action in furtherance of or for the purpose of effecting any of

the foregoing including a composition with creditors or similar action;

(vii) if any order, judgment

or decree shall be entered, without the application, approval or consent of the Company or any Subsidiary, by any court of competent jurisdiction,

approving a petition seeking liquidation or reorganization of the Company or any Subsidiary, or appointing a receiver, trustee, custodian

or liquidator of the Company or any Subsidiary, or of all or any substantial part of its assets, and such order, judgment or decree shall

continue unstayed and in effect for any period of 30 days;

(viii) the

occurrence of any levy upon or seizure or attachment of, or any uninsured loss of or damage to, any property of the Company or any

Subsidiary having an aggregate fair value or repair cost (as the case may be) in excess of $500,000 individually or in the

aggregate, and any such levy, seizure or attachment shall not be set aside, bonded or discharged within 10 days after the date

thereof;

(ix) any monetary judgment,

writ or similar final process shall be entered or filed against the Company, any Subsidiary or any of their respective property or other

assets for more than $250,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period

of 30 days;

(x) any Material Adverse

Effect on the Company or any Subsidiary occurs or any other circumstance or event that could, with or without the passage of time or the

giving of notice, result in a default or event of default under any agreement binding upon the Company or any Subsidiary, which default

or event of default could or is reasonably likely to have a Material Adverse Effect on the Company or any Subsidiary;

(xi) any provision of

any Transaction Document shall at any time for any reason (other than pursuant to the express terms thereof) cease to be valid and binding

on or enforceable against the parties thereto, or the validity or enforceability thereof shall be contested by any party thereto, or a

proceeding shall be commenced by the Company or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking

to establish the invalidity or unenforceability thereof, or the Company or any Subsidiary shall deny in writing that it has any liability

or obligation purported to be created under any Transaction Document;

(xii) the Company fails

to use the proceeds in the manner as set forth in the Company Budget;

(xiii) [reserved];

(xiv) [reserved];

(xvii) [reserved];

(xix) the Company incurs any

Indebtedness other than Permitted Indebtedness or as otherwise permitted by the terms of this Note or the Security Agreement;

(xx) a false or inaccurate certification

(including a false or inaccurate deemed certification) by the Company as to whether any Event of Default has occurred;

(xxv) a Lien other than a Permitted

Lien is imposed on the assets of the Company or any subsidiary and such Lien is not dissolved within 30 calendar days.

(b) Remedies Upon

Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus liquidated damages and other

amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable

in cash. Upon the payment in full of such amounts, the Holder shall promptly surrender this Note to or as directed by the Company. In

connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand,

protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of

its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and

annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of this Note until such time,

if any, as the Holder receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent

Event of Default or impair any right consequent thereon.

Upon Event of Default. Commencing on the occurrence of any Event of Default and until such Event of Default is cured, this Note shall

accrue interest at an interest rate equal to the Default Interest Rate.

(e) Notice of an Event

of Default. Upon learning of an Event of Default with respect to this Note, the Company shall within two Business Days deliver written

notice thereof via facsimile or electronic mail and overnight courier (with next day delivery specified) to the Holder

Section 8. Miscellaneous.

(a) Notices.

All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently

given if delivered to the addressees in person, email, followed by FedEx or similar receipted next day delivery, as follows:

If to the Company:

CERO Therapeutics

Holdings, Inc.

201 Haskins Way,

Suite 230,

South San Francisco,

CA, 94080

Attention: Chris

Ehrlich

Email: chris@launchpad.vc

If to the Holder:

SRX

Global Inc.

801 US Highway

North Palm Beach,

FL 33408

Attention: Nina

Martinez

Email: nina.martinez@srxglobalinc.com

with a copy to (which shall not constitute

notice):

Meister Seelig &

Schuster PLLC

125 Park Avenue, 7th

floor

New York, NY 10016

Attention: Louis Lombardo, Esq.

Email: LL@mss-pllc.com

or to such other address as any of them, by notice

to the other may designate from time to time. Time shall be counted to, or from, as the case may be, the date of delivery.

(b) Absolute

Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company,

which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest and late fees, as applicable,

on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of

the Company.

Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and

substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a

new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such

loss, theft or destruction of this Note, and of the ownership hereof, reasonably satisfactory to the Company.

(d) Governing

Law. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect

to any provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws

of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the

state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in

connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that

such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is

improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing

contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the

Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any

other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER

OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) Waiver. Any

waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any

other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist

upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the

right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the

Company or the Holder must be in writing.

(f) Severability.

If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any

provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and

circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law

governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest

permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time

insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other

law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Note as

contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance

of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such

law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to

the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(g) Remedies,

Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and

in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity

(including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right

to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note. The Company

covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein.

Amounts set forth or provided for herein with respect to payments and the like (and the computation thereof) shall be the amounts to

be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or

the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to

the Holder and that the remedy at law for any such breach would be inadequate. The Company therefore agrees that, in the event of

any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction

restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or

other security being required. The Company shall provide all information and documentation to the Holder that is requested by the

Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

(h) Next Business

Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made

on the next succeeding Business Day.

(i) Headings.

The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect

any of the provisions hereof.

(j) Fees. The Company

shall reimburse the Holder a non-accountable amount of $50,000.00 to Meister Seelig & Schuster PLLC, counsel to the Holder, for all

costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the

transactions contemplated by the Transaction Documents, and such amount shall be withheld by the Holder from its initial Advance under

this Note.

(Signature Pages Follow)

IN WITNESS WHEREOF, the Company

has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

CERO THERAPEUTICS HOLDINGS, INC.

By:

Name:

Chris Ehrlich

Title:

Chief Executive Officer

Accepted and Agreed:

SRX GLOBAL INC.

By:

Name:

Nina Martinez

Title:

Chief Financial Officer

SCHEDULE I TO NOTE

Funding Date

Principal Amount

February 9, 2026

$964,469.18

(Principal plus accrued interest

on Previous Note through the Original Issuance

Date)

March 6, 2026

$957,793.70

(Principal plus accrued interest

on Previous Note through the Original Issuance

Date)

April 8, 2026

$445,051.37

(Principal plus accrued interest

on Previous Note through the Original Issuance

Date)

April 27, 2026

$504,794.52

(Principal plus accrued interest

on Previous through the Original Issuance Date)

May 28, 2026, June 23, 2026, July 14, 2026 and

August 11, 2026

$2,794,000.00

(Principal plus accrued interest

on Previous through the Original Issuance Date)

Aggregate Principal Amount of Loans:

$5,666,108.77

SCHEDULE 2 TO NOTE

EX-10.2 — FORM OF ASSET SECURITY AGREEMENT DATED AUGUST 27, 2026

EX-10.2

Filename: ea030403701ex10-2.htm · Sequence: 3

Exhibit 10.2

ASSET SECURITY AGREEMENT

THIS ASSET SECURITY AGREEMENT

(this “Agreement”), dated as of August 27, 2026, is entered into by and between CERo Therapeutics Inc., a Delaware

corporation (“Grantor”), and SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (“Secured

Party”).

WHEREAS, Secured Party

has agreed to make secured loans (the “Loans”) to CERo Therapeutics Holdings, Inc., a Delaware corporation (“CERo

Holdings”), pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of August 25, 2026, made by CERo

Holdings in favor of Secured Party in the original principal amount of $5,666,108.77, with the aggregate principal amount of the loans

not to exceed $11,666,108.77 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”);

WHEREAS, Grantor owns

the assets described on Exhibit A attached hereto;

WHEREAS, Grantor is

a wholly-owned subsidiary of CERo Holdings and will benefit from the making of the Loans by the Secured Party to CERo Holdings; and

WHEREAS, as a condition

to the Secured Party making the Loans evidenced by the Note, Grantor has agreed to grant Secured Party a security interest in the Collateral

to secure the Obligations, all on the terms set forth herein.

NOW, THEREFORE, in

consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties agree as follows:

1. Definitions.

As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not otherwise defined herein

have the meanings assigned to them in the Note.

(a) “Business

Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of Delaware are authorized

or required by law to close.

(b) “Collateral”

means all of Grantor’s right, title and interest in and to all assets of the Grantor, including without limitation, those assets

described on Exhibit A with: (i) all accessions, attachments, additions, improvements, replacements and substitutions relating thereto;

(ii) all supporting obligations and all rights to payment or performance relating thereto; (iii) all books, records and information relating

thereto; (iv) all claims, causes of action and rights against third parties relating thereto; and (v) all products and proceeds of any

of the foregoing, including insurance proceeds.

of Default” means an “Event of Default” under and as defined in the Note.

(d) “Lien”

means any lien, pledge, mortgage, security interest, hypothecation, charge, encumbrance, adverse claim, option, right of first refusal,

restriction on transfer or other preferential arrangement having the practical effect of constituting a security interest, whether arising

by contract, operation of law or otherwise.

(e) “Obligations”

has the meaning set forth in Section 3.

(f) “Permitted

Liens” means the Liens, if any, specifically described in Part III of Exhibit A.

(g) “UCC”

means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection, the effect of

perfection or nonperfection, or priority of any security interest created hereunder is governed by the Uniform Commercial Code of another

jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions

hereof relating to such perfection, effect or priority.

2. Grant

of Security Interest. As security for the prompt and complete payment and performance of the Obligations, Grantor hereby grants to

Secured Party a continuing security interest in all of Grantor’s right, title and interest in and to the Collateral.

3. Secured

Obligations. This Agreement and the security interest and rights of Secured Party in the Collateral secure the prompt and complete

payment and performance of all principal, interest, fees, costs, expenses and other amounts now or hereafter owing by Grantor to Secured

Party under the Note or this Agreement, including all reasonable attorneys’ fees and expenses incurred in enforcing or protecting

Secured Party’s rights under the Note or this Agreement, and all renewals, extensions, amendments, restatements and other modifications

of any of the foregoing (collectively, the “Obligations”).

4. Representations

and Warranties. Grantor represents and warrants to Secured Party as of the date hereof and on each date on which credit is extended

under the Note that:

(a) Grantor

is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power

and authority to execute, deliver and perform this Agreement and the Note and to grant the security interest created hereby.

(b) The

execution, delivery and performance of this Agreement and the Note by Grantor, including the grant of the security interest in the Collateral,

have been duly authorized by all necessary corporate action.

execution, delivery and performance of this Agreement and the Note and the creation and enforcement of the security interest contemplated

hereby do not violate Grantor’s or the Subsidiary’s organizational documents or any material agreement binding on Grantor,

the Subsidiary or the Collateral and do not require any consent that has not been obtained.

(d) Grantor

is the sole legal and beneficial owner of all existing Collateral, free and clear of all Liens other than Permitted Liens, and has good

title thereto and the right to grant a security interest therein.

(e) The

information set forth on Exhibit A is true, complete and correct and describes the Specified Assets with sufficient specificity to identify

them.

(f) No

financing statement, control agreement or other instrument covering any Collateral is on file or in effect in favor of any person other

than Secured Party, except with respect to Permitted Liens.

(g) Upon

the filing of appropriate financing statements and the completion of any additional actions required under Section 5 for the applicable

type of Collateral, the security interest created hereby will be perfected to the extent perfection may be accomplished by such actions.

5. Perfection;

Delivery; Further Assurances.

(a) Grantor

authorizes Secured Party to file financing statements and amendments describing the Collateral in any filing office reasonably deemed

appropriate by Secured Party. Without limiting the foregoing, the parties anticipate that a UCC-1 financing statement will be filed against

Grantor in Delaware.

(b) If

any Collateral consists of instruments, tangible chattel paper, negotiable documents or other property as to which possession is an available

method of perfection, Grantor shall, upon Secured Party’s request, deliver such Collateral to Secured Party, duly endorsed or accompanied

by appropriate instruments of transfer executed in blank.

the extent any Collateral consists of a deposit account, securities account, electronic chattel paper, letter-of-credit right or other

property as to which control is an available or required method of perfection, Grantor shall execute and deliver, and shall cause the

applicable bank, securities intermediary, issuer or other third party to execute and deliver, such control agreements or other instruments

as Secured Party may reasonably request.

(d) To

the extent perfection of a security interest in any Collateral is governed by a certificate-of-title statute or requires a filing or recording

outside the UCC filing system, Grantor shall execute and deliver such applications, notices, filings, recordings or other instruments

as Secured Party may reasonably request.

(e) Grantor

shall, at its expense, promptly execute and deliver such additional instruments, assignments, stock powers, control agreements, financing

statements and other documents, and take such other actions, as Secured Party may reasonably request to create, preserve, perfect, protect

or enforce the security interest and rights created hereby.

6. Covenants.

Until this Agreement terminates, Grantor shall:

(a) not

sell, assign, lease, license, transfer, exchange, redeem or otherwise dispose of, or grant any option or Lien on, any Collateral, except

for Permitted Liens or as expressly permitted in writing by Secured Party;

(b) defend

its title to the Collateral and Secured Party’s security interest therein against all claims and demands of all persons other than

holders of Permitted Liens;

the tangible Collateral in good working order and condition, ordinary wear and tear excepted, and use the Collateral in compliance in

all material respects with applicable law;

(d) maintain

insurance with financially sound insurers in such amounts and against such risks as is customary for similarly situated businesses and,

upon Secured Party’s reasonable request, name Secured Party as lender loss payee with respect to the Collateral;

(e) pay

when due all taxes, assessments and charges imposed on the Collateral, except those being contested in good faith by appropriate proceedings

for which adequate reserves have been established;

(f) maintain

complete and accurate records concerning the Collateral and permit Secured Party, upon reasonable prior notice and during normal business

hours, to inspect the Collateral and such records; provided that no prior notice shall be required during the continuance of an Event

of Default;

(g) promptly

notify Secured Party of any material loss of or damage to the Collateral or any claim, Lien, levy, attachment or other adverse interest

asserted against any Collateral;

(h) not

change its legal name, jurisdiction of organization, organizational form or chief executive office; and

(i) not

relocate any material tangible Collateral from the location specified on Exhibit A unless Grantor provides Secured Party at least

thirty (30) days’ prior written notice and takes all actions reasonably requested by Secured Party to preserve the perfection and

priority of its security interest.

7. Rights

and Remedies Following Default.

(a) Upon

the occurrence and during the continuance of an Event of Default, Secured Party shall have all of the rights and remedies of a secured

party under the UCC and other applicable law, regardless of the jurisdiction in which all or any portion of the Collateral may be located,

and may, but shall not be obligated to: (i) take possession of the Collateral, with or without judicial process; (ii) require Grantor

to assemble the Collateral and make it available to Secured Party at a place reasonably designated by Secured Party; (iii) collect, enforce,

settle or compromise any accounts, contract rights, instruments or other rights to payment included in the Collateral; (iv) exercise all

rights, powers and remedies of an owner with respect to the Collateral; and (v) sell, lease, license, assign or otherwise dispose of all

or any part of the Collateral at any public or private disposition.

(b) Secured

Party shall give Grantor at least ten (10) Business Days’ prior written notice of the time and place of any public disposition or

the time after which any private disposition or other intended disposition is to be made, and such notice shall be deemed commercially

reasonable. Any disposition may be for cash, on credit or for other property, for immediate or future delivery, and at such price or prices

and on such terms as Secured Party shall determine, subject to the UCC and other applicable law.

any public disposition, and at any private disposition to the extent permitted by applicable law, Secured Party may bid for and purchase

the whole or any part of the Collateral so disposed of, free from any right or equity of redemption.

(d) Neither

failure nor delay on the part of Secured Party to exercise any right, remedy, power or privilege provided for herein or by statute or

at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege

preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. Secured Party’s rights

and remedies shall be cumulative.

8. Authorization;

Power of Attorney. Grantor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any filing office

in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate Secured Party has a security interest

in the Collateral and (b) provide any other information required by the UCC of any jurisdiction for the sufficiency or filing-office acceptance

of any financing statement or amendment. Grantor hereby appoints Secured Party as Grantor’s attorney-in-fact, with full power of

substitution, to take any action and execute any instrument in Grantor’s name that Secured Party reasonably deems necessary to preserve,

perfect or enforce its security interest or exercise its rights under this Agreement; provided that, other than the filing of financing

statements and amendments, Secured Party shall exercise such power of attorney only during the continuance of an Event of Default. This

appointment is irrevocable and coupled with an interest.

9. Secured

Party’s Performance. If Grantor fails to perform any agreement contained herein, Secured Party may itself perform, or cause

the performance of, such agreement, and the reasonable expenses incurred by Secured Party in connection therewith shall constitute Obligations.

Secured Party shall have no obligation to perform any such agreement.

10. Standard

of Care. Secured Party shall exercise reasonable care in the custody and preservation of any Collateral in its possession. Secured

Party shall not be liable for any action taken or omitted with respect to the Collateral except to the extent resulting from its gross

negligence or willful misconduct as determined by a final, nonappealable judgment of a court of competent jurisdiction.

11. Application

of Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral shall be applied in the following

order of priority: (a) first, to pay the expenses of such sale or other realization, including reasonable attorneys’ fees and all

expenses, liabilities and advances incurred or made by Secured Party in connection therewith, and any other unreimbursed expenses for

which Secured Party is to be reimbursed pursuant to this Agreement; (b) second, to the payment of accrued and unpaid interest on the Note;

(c) third, to the payment of principal outstanding under the Note; (d) fourth, to the payment of any other Obligations; and (e) finally,

any surplus then remaining after all Obligations have been indefeasibly paid in full in cash shall be paid to Grantor or as a court of

competent jurisdiction may direct. Grantor shall remain liable to Secured Party for any deficiency remaining after the application of

such proceeds.

12. No

Marshaling. Secured Party shall not be required to marshal any collateral or other assets in favor of Grantor or any other person

or to proceed against any collateral or person in any particular order.

13. Continuing

Security Interest. This Agreement creates a continuing security interest and shall remain in effect notwithstanding any extension,

renewal, amendment, restatement or other modification of the Note or any waiver or forbearance by Secured Party, except as otherwise expressly

provided in a written agreement signed by Secured Party.

14. Termination.

This Agreement shall automatically terminate when all Obligations have been indefeasibly paid and performed in full and any commitment

of Secured Party to extend credit under the Note has terminated. Promptly thereafter, Secured Party shall, at Grantor’s expense,

return any Collateral in its possession and execute and deliver reasonable UCC termination statements and other releases, in each case

without representation, warranty or recourse.

15. Notices.

All notices and other communications under this Agreement shall be in writing and shall be delivered in the manner specified in the Note.

16. Binding

Effect; Assignment. This Agreement binds Grantor and its successors and permitted assigns and benefits Secured Party and its successors

and assigns. Grantor may not assign or transfer this Agreement or any of its rights or obligations hereunder without Secured Party’s

prior written consent. Secured Party may assign this Agreement together with an assignment of the Note in accordance with the Note.

17. Governing

Law; Jurisdiction. This Agreement and all claims arising hereunder shall be governed by the laws of the State of New York, without

regard to conflicts-of-law principles that would require application of another jurisdiction’s laws, except to the extent that applicable

law mandatorily governs the creation, perfection, priority or enforcement of the security interest in the Collateral. Each party irrevocably

submits to the exclusive jurisdiction of the state and federal courts located in The City of New York, Borough of Manhattan and waives

any objection based on venue or forum non conveniens.

18. Waiver

of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY

JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

19. Amendments;

Waivers; Entire Agreement. No amendment or waiver of any provision of this Agreement is effective unless set forth in a writing signed

by the party against whom enforcement is sought. No waiver of any breach shall be deemed a waiver of any other or subsequent breach. This

Agreement and the Note constitute the entire agreement of the parties concerning the subject matter hereof and thereof and supersede all

prior agreements and understandings concerning such subject matter.

20. Severability.

If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, such provision shall be ineffective in that jurisdiction

only to the extent of such invalidity or unenforceability, without affecting the remaining provisions hereof or the enforceability of

such provision in any other jurisdiction.

21. Counterparts;

Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together

constitute one instrument. Signatures delivered electronically or in PDF format shall be effective as originals.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed

this Agreement as of the date first written above.

GRANTOR:

CERo THERAPEUTICS, INC.

By:

Name:

[●]

Title:

[●]

SECURED PARTY:

SRX GLOBAL INC.

By:

Name:

[●]

Title:

[●]

[Signature Page to Asset

Security Agreement]

EXHIBIT A

SPECIFIED ASSETS

All assets related to the Grantor

and CERo Holdings related to the business of development of T cell therapeutics for the treatment of cancer, including, without limitation,

intellectual property (United States, France, Germany, Italy, Spain, United Kingdom, Denmark, Finland, Norway, Sweden, Switzerland, China,

Japan, Hong Kong, Canada, Korea, and Mexico, patents and patent applications for processes and materials used in CER-1236 T cell expression

as well as its use in combination therapies), studies, trials, investigations, FDA applications related to the Grantor and CERo Holdings

CER-T cell therapy (including CER-1236 T-cells). Included in the assets are the issued patents set forth below:

● U.S. Patent No. 11,708,423, having an anticipated expiration

date of March 26, 2039, including 186 days of patent term adjustment awarded by the USPTO;

● U.S. Patent No. 12,291,557, having an anticipated expiration

date of March 10, 2042, including 1,079 days of patent term adjustment awarded by the USPTO;

● U.S. Patent No. 12,303,551, having an anticipated expiration

date of March 26, 2039, subject to terminal disclaimer;

● EP Patent No. 3,519,441 (validated in the United Kingdom,

France, Spain, Germany, and Italy), having an anticipated expiration date of September 26, 2037, absent any available patent term adjustments

or extensions;

● EP Patent No. 3,688,032 (validation in the United Kingdom,

France, Spain, Germany, Italy, Denmark, Finland, Norway, Sweden, Switzerland) having an anticipated expiration date of September 21,

2038, absent any available patent term adjustments or extensions;

● EP Patent No. 4,376,874 (validation in designated countries

in progress) having an anticipated expiration date of July 28, 2042, absent any available patent term adjustments or extensions;

● JP Patent No. 7,730,008 having an anticipated expiration

date of September 26, 2037, absent any available patent term adjustments or extensions;

● JP Patent No. 7,286,658 having an anticipated expiration

date of September 21, 2038, absent any available patent term adjustments or extensions; and

● CN Patent No. ZL201880076426.1 having an anticipated expiration

date of September 21, 2038, absent any available patent term adjustments or extensions.

● CN Patent No. ZL201980036210.7 having an anticipated expiration

date of March 27, 2039, absent any available patent term adjustments or extensions.

EX-10.3 — FORM OF PLEDGE AND SECURITY AGREEMENT DATED AUGUST 27, 2026

EX-10.3

Filename: ea030403701ex10-3.htm · Sequence: 4

Exhibit 10.3

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY

AGREEMENT (this “Agreement”), dated as of August 27, 2026, is entered into by and between CERo Therapeutics Holdings,

Inc., a Delaware corporation (“Pledgor”), and SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation

(“Secured Party”).

WHEREAS, Secured Party

has agreed to make a secured loan to Pledgor pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of August

27, 2026, made by Pledgor in favor of Secured Party in the original principal amount of $11,666,108.77 (as amended, restated, supplemented

or otherwise modified from time to time, the “Note”);

WHEREAS, Pledgor is

the legal and beneficial owner of the shares of capital stock of CERo Therapeutics, Inc., a Delaware corporation (the “Issuer”),

described on Schedule I attached hereto; and

WHEREAS, as a condition

to Secured Party’s making the loan evidenced by the Note, Pledgor has agreed to pledge the Pledged Collateral to Secured Party

to secure the Obligations, all on the terms set forth herein.

NOW, THEREFORE, in

consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties agree as follows:

1. Definitions. As

used in this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not otherwise defined herein

have the meanings assigned to them in the Note.

(a) “Business Day”

means any day other than a Saturday, Sunday or other day on which commercial banks in the State of Delaware are authorized or required

by law to close.

(b) “Event of Default”

means an “Event of Default” under and as defined in the Note.

means any lien, pledge, mortgage, security interest, hypothecation, charge, encumbrance, adverse claim, option, right of first refusal,

restriction on transfer or other preferential arrangement having the practical effect of constituting a security interest, whether arising

by contract, operation of law or otherwise.

(d) “Obligations”

has the meaning set forth in Section 3.

(e) “Pledged Shares”

means (i) all of Pledgor’s right, title and interest in and to the shares of capital stock of the Issuer described on Schedule

I attached hereto, (ii) all additional shares and other equity interests of the Issuer hereafter acquired by Pledgor and (iii) all

securities into which any of the foregoing may be converted or exchanged.

(f) “Pledged Collateral”

means collectively, (i) the Pledged Shares; (ii) all certificates, instruments, book entries and other records evidencing or representing

the Pledged Shares; (iii) all dividends, distributions, cash, instruments, securities, rights, options, warrants and other property or

proceeds from time to time received, receivable or otherwise distributed in respect of, in exchange for or in substitution of any Pledged

Shares; and (iv) all proceeds of any of the foregoing.

(g) “UCC”

means the Uniform Commercial Code as in effect from time to time in the State of Delaware; provided that, if perfection, the effect of

perfection or nonperfection, or priority of any security interest created hereunder is governed by the Uniform Commercial Code of another

jurisdiction, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions

hereof relating to such perfection, effect or priority.

2. Grant of Security Interest.

As security for the prompt and complete payment and performance of the Obligations (as defined in Section 3), Pledgor hereby pledges

and grants to Secured Party a continuing security interest in all of Pledgor’s right, title and interest in and to the Pledged

Collateral. The security interest granted hereby is intended to be a first-priority security interest.

3. Secured Obligations.

This Agreement and the security interest and rights of Secured Party in the Pledged Collateral secure the prompt and complete payment

and performance of all principal, interest, fees, costs, expenses and other amounts now or hereafter owing by Pledgor to Secured Party

under the Note or this Agreement, including all reasonable attorneys’ fees and expenses incurred in enforcing or protecting Secured

Party’s rights under the Note or this Agreement, and all renewals, extensions, amendments, restatements and other modifications

of any of the foregoing (collectively, the “Obligations”).

4. Representations and

Warranties. Pledgor represents and warrants to Secured Party as of the date hereof and on each date on which credit is extended under

the Note that:

(a) Pledgor is duly organized,

validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to

execute, deliver and perform this Agreement and the Note and to grant the security interest created hereby.

(b) The execution, delivery

and performance of this Agreement and the Note by Pledgor, including the pledge of the Pledged Collateral, have been duly authorized

by all necessary corporate action.

and beneficial owner of the Pledged Shares described on Schedule I, free and clear of all Liens, and has good and marketable title thereto

and the right to pledge and grant a security interest therein.

(d) The Pledged Shares have

been duly authorized and validly issued and are fully paid and nonassessable. The information set forth on Schedule I is true, complete

and correct, and the Pledged Shares constitute 100% of the issued and outstanding capital stock of the Issuer.

(e) There are no outstanding

options, warrants, conversion rights, subscriptions or other rights to acquire capital stock or other equity interests of the Issuer,

and no person has any right of first refusal, preemptive right or similar right with respect to the Pledged Shares.

(f) The execution, delivery

and performance of this Agreement and the Note and the creation and enforcement of the security interest contemplated hereby do not violate

Pledgor’s or the Issuer’s organizational documents or any material agreement binding on Pledgor, the Issuer or the Pledged

Collateral, and do not require any consent that has not been obtained.

(g) No financing statement,

control agreement or other instrument covering any Pledged Collateral is on file or in effect in favor of any person other than Secured

Party.

(h) Upon the delivery of any

certificated Pledged Shares to Secured Party together with an effective endorsement or stock power, or upon Secured Party otherwise obtaining

control of any uncertificated Pledged Shares, and the filing of appropriate financing statements, the security interest created hereby

will be perfected to the extent perfection may be accomplished by such actions.

5. Delivery; Perfection.

(a) If any Pledged Shares are

represented by certificates, Pledgor shall deliver to Secured Party, on or before the date hereof, the original certificates representing

such Pledged Shares, accompanied by undated stock powers duly executed in blank. Pledgor shall promptly deliver any certificate representing

additional or replacement Pledged Shares received after the date hereof, together with an undated stock power duly executed in blank.

(b) If any Pledged Shares are

uncertificated, Pledgor shall cause the Issuer to execute and deliver an issuer acknowledgment and control agreement in form and substance

reasonably satisfactory to Secured Party and take such other actions as Secured Party may reasonably request to give Secured Party control

of such Pledged Shares under the applicable UCC, without transferring record ownership to Secured Party before an Event of Default.

Party to file financing statements and amendments describing the Pledged Collateral in any filing office reasonably deemed appropriate

by Secured Party. Without limiting the foregoing, the parties anticipate that a UCC-1 financing statement will be filed against Pledgor

in Delaware.

6. Voting Rights and Distributions

Before Default. So long as no Event of Default has occurred and is continuing, Pledgor may exercise all voting and consensual rights

relating to the Pledged Shares and receive and retain ordinary cash dividends and distributions thereon, in each case only to the extent

not prohibited by this Agreement or the Note. Notwithstanding the foregoing, all stock dividends, securities, non-cash distributions

and other property received in respect of the Pledged Shares shall constitute Pledged Collateral and shall be delivered to Secured Party

as provided herein.

7. Rights and Remedies

Following Default.

(a) Upon the occurrence and

during the continuance of an Event of Default, Secured Party shall have all of the rights and remedies of a secured party under the UCC,

regardless of the jurisdiction in which all or any portion of the Pledged Collateral may be located, and may, but shall not be obligated

to: (i) collect by legal proceedings or otherwise any of the Pledged Collateral and endorse, receive and receipt for all dividends, interest,

payments, proceeds and other sums and property now or hereafter payable on or on account of the Pledged Collateral; (ii) enter into any

compromise, settlement, extension or other agreement pertaining to the Pledged Collateral or deposit, surrender, accept, hold or apply

other property in exchange for the Pledged Collateral, or extend the time for or modify the terms and conditions governing the drawing,

presentation, negotiation or acceptance of drafts or other instruments; (iii) take immediate possession of the Pledged Collateral and

transfer the Pledged Collateral to Secured Party’s own name; (iv) exercise all the rights, powers and remedies of an owner with

respect to the Pledged Collateral; and (v) sell, resell, assign and deliver all or, from time to time, any part of the Pledged Collateral,

or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Collateral may be

listed, at any private sale or at public auction. Secured Party shall give Pledgor at least ten (10) Business Days’ prior written

notice of the time and place of any public sale or the time after which any private sale or other intended disposition is to be made,

and such notice shall be deemed commercially reasonable. Any sale may be for cash, on credit or for other property, for immediate or

future delivery, and at such price or prices and on such terms as Secured Party shall determine, subject to the UCC and other applicable

law.

(b) At any public sale, and

at any private sale to the extent permitted by applicable law, Secured Party may bid for and purchase the whole or any part of the Pledged

Collateral so sold, free from any right or equity of redemption.

Secured Party may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained

in the Securities Act of 1933, as amended (the “Securities Act”), or in the rules and regulations promulgated thereunder

or in applicable state securities laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers

who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with

a view to the distribution or resale thereof. Pledgor understands that private sales so made may be at prices and on other terms less

favorable to the seller than if the Pledged Collateral were sold at public sale, and agrees that Secured Party has no obligation to delay

the sale of the Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale

under the Securities Act and under applicable state securities laws. Pledgor agrees that a private sale or sales made under the foregoing

circumstances and otherwise complying with the UCC shall be deemed to have been made in a commercially reasonable manner.

(d) Neither failure nor delay

on the part of Secured Party to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity

shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any

other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(e) Secured Party’s rights

and remedies under this Agreement shall be cumulative and in addition to all rights and remedies of Secured Party at law or in equity.

8. Covenants. Until

this Agreement terminates, Pledgor shall:

(a) not sell, assign, transfer,

exchange, redeem or otherwise dispose of, or grant any option or Lien on, any Pledged Collateral, except as expressly permitted in writing

by Secured Party;

(b) defend its title to the

Pledged Collateral and Secured Party’s security interest therein against all claims and demands of all persons;

issue additional capital stock or other equity interests, options, warrants or convertible securities, or effect any recapitalization,

reclassification, merger, consolidation, dissolution or other transaction that would dilute or materially impair the Pledged Collateral,

without Secured Party’s prior written consent;

(d) cause the Issuer to maintain

its corporate name, preserve its corporate existence and maintain complete and accurate stock ledgers and capitalization records;

(e) promptly notify Secured

Party of any claim, Lien, levy, attachment or other adverse interest asserted against any Pledged Collateral;

(f) pay when due all taxes,

assessments and charges imposed on the Pledged Collateral, except those being contested in good faith by appropriate proceedings for

which adequate reserves have been established; and

(g) not change its legal name,

jurisdiction of organization or organizational form.

9. Authorization to File

Financing Statements. Pledgor hereby irrevocably authorizes Secured Party at any time and from time to time to file in any filing

office in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate Secured Party has a security

interest in the Pledged Collateral and (b) provide any other information required by the UCC of any jurisdiction for the sufficiency

or filing-office acceptance of any financing statement or amendment. Pledgor hereby appoints Secured Party as Pledgor’s attorney-in-fact,

with full power of substitution, solely for the purpose of carrying out the provisions of this Agreement and taking any action and executing

any UCC financing statement necessary or advisable to accomplish the purposes of this Agreement, which appointment is irrevocable and

coupled with an interest.

10. Further Assurances.

Pledgor shall, at its expense, promptly execute and deliver such additional instruments, stock powers, control agreements, financing

statements and other documents, and take such other actions, as Secured Party may reasonably request to create, preserve, perfect, protect

or enforce the security interest and rights created hereby. If Pledgor fails to perform any agreement contained herein, Secured Party

may itself perform, or cause the performance of, such agreement, and the reasonable expenses incurred by Secured Party in connection

therewith shall constitute Obligations.

11. Application of Proceeds.

The proceeds of any sale of, or other realization upon, all or any part of the Pledged Collateral shall be applied in the following order

of priority: (a) first, to pay the expenses of such sale or other realization, including reasonable attorneys’ fees and all expenses,

liabilities and advances incurred or made by Secured Party in connection therewith, and any other unreimbursed expenses for which Secured

Party is to be reimbursed pursuant to this Agreement; (b) second, to the payment of accrued and unpaid interest on the Note; (c) third,

to the payment of principal outstanding under the Note; (d) fourth, to the payment of any other Obligations; and (e) finally, any surplus

then remaining after all Obligations have been indefeasibly paid in full in cash shall be paid to Pledgor or as a court of competent

jurisdiction may direct. Pledgor shall remain liable to Secured Party for any deficiency remaining after the application of such proceeds.

12. No Marshaling.

Secured Party shall not be required to marshal any collateral or other assets in favor of Pledgor or any other person or to proceed against

any collateral or person in any particular order.

13. Continuing Security

Interest. This Agreement creates a continuing security interest and shall remain in effect notwithstanding any extension, renewal,

amendment, restatement or other modification of the Note or any waiver or forbearance by Secured Party, except as otherwise expressly

provided in a written agreement signed by Secured Party.

14. Termination. This

Agreement shall automatically terminate when all Obligations have been indefeasibly paid and performed in full and any commitment of

Secured Party to extend credit under the Note has terminated. Promptly thereafter, Secured Party shall, at Pledgor’s expense, return

any Pledged Collateral in its possession and execute and deliver reasonable UCC termination statements and other releases, in each case

without representation, warranty or recourse.

15. Notices. All notices

and other communications under this Agreement shall be in writing and shall be delivered in the manner specified in the Note.

16. Binding Effect; Assignment.

This Agreement binds Pledgor and its successors and permitted assigns and benefits Secured Party and its successors and assigns. Pledgor

may not assign or transfer this Agreement or any of its rights or obligations hereunder without Secured Party’s prior written consent.

Secured Party may assign this Agreement together with an assignment of the Note in accordance with the Note.

17. Governing Law; Jurisdiction.

This Agreement and all claims arising hereunder shall be governed by the laws of the State of New York, without regard to conflicts-of-law

principles that would require application of another jurisdiction’s laws, except to the extent that applicable law mandatorily

governs the creation, perfection, priority or enforcement of the security interest in the Pledged Collateral. Each party irrevocably

submits to the exclusive jurisdiction of the state and federal courts in the City of New York, Borough of Manhattan and waives any objection

based on venue or forum non conveniens.

18. Waiver of Jury Trial.

EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION

OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

19. Amendments; Waivers;

Entire Agreement. No amendment or waiver of any provision of this Agreement is effective unless set forth in a writing signed by

the party against whom enforcement is sought. No waiver of any breach shall be deemed a waiver of any other or subsequent breach. This

Agreement and the Note constitute the entire agreement of the parties concerning the subject matter hereof and thereof and supersede

all prior agreements and understandings concerning such subject matter.

20. Severability.

If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, such provision shall be ineffective in that

jurisdiction only to the extent of such invalidity or unenforceability, without affecting the remaining provisions hereof or the enforceability

of such provision in any other jurisdiction.

21. Counterparts; Electronic

Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute

one instrument. Signatures delivered electronically or in PDF format shall be effective as originals.

[Signature Page Follows]

IN WITNESS WHEREOF, the

parties have executed this Agreement as of the date first written above.

PLEDGOR:

CERO THERAPEUTICS HOLDINGS, INC.

By:

Name:

Chris Ehrlich

Title:

Chief Executive Officer

SECURED PARTY:

SRX GLOBAL INC.

By:

Name:

Nina Martinez

Title:

Chief Financial Officer

[Signature Page to Pledge

and Security Agreement]

SCHEDULE I

PLEDGED SHARES

Issuer

Class / Par Value

Certificate No. / Book Entry

Number of Shares

% Outstanding

CERo Therapeutics, Inc.

[●]

[100%]

EX-10.4 — FORM OF GUARANTY OF PAYMENT DATED AUGUST 27, 2026

EX-10.4

Filename: ea030403701ex10-4.htm · Sequence: 5

Exhibit 10.4

GUARANTY OF PAYMENT

THIS GUARANTY OF PAYMENT

(as the same may be hereafter amended, modified, restated, renewed, replaced, supplemented or extended, this “Guaranty”)

is made as of August 27, 2026, CERo Therapeutics Inc., a Delaware corporation (the “Guarantor”), in favor of SRX Global

Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (together with its permitted successors and assigns, “Lender”).

R E C I T A L S:

WHEREAS, contemporaneously

herewith, Lender has made available to CERo Therapeutics Holdings, Inc., a Delaware corporation (“Borrower”), loans

in with the aggregate principal amount of the loans not to exceed $11,666,108.77 (the “Loans”) pursuant to that certain

Consolidated Senior Secured Promissory Note, dated as of the date hereof, made by Borrower, as maker, in favor of Lender, as payee (together

with all extensions, renewals, modifications, substitutions and amendments thereof made in accordance with its terms, the “Note”);

WHEREAS, , contemporaneously

herewith, Borrower and Lender are entering into that certain Pledge and Security Agreement, dated as of the date hereof (as amended, restated,

supplemented or otherwise modified from time to time in accordance with its terms, the “Pledge Agreement”), pursuant

to which Borrower is granting Lender a continuing security interest in the Pledged Collateral (as defined in the Pledge Agreement) to

secure the obligations described therein

WHEREAS, contemporaneously

herewith, Guarantor and Lender are entering into that certain Asset Security Agreement, dated as of the date hereof (as amended, restated,

supplemented or otherwise modified from time to time in accordance with its terms, the “Security Agreement”), pursuant

to which Guarantor is granting Lender a continuing security interest in the Collateral (as defined in the Security Agreement) to secure

the obligations described therein;

WHEREAS, Guarantor is

a wholly-owned subsidiary of Borrower and will benefit from the making of the Loans by Lender to Borrower;

WHEREAS, Lender requires

as conditions to making the Loans and entering into the Transaction Documents that Guarantor execute and deliver this Guaranty and the

Security Agreement for the benefit of Lender; and

WHEREAS, all capitalized

terms used in this Guaranty but not defined herein have the respective meanings given to such terms in the Note and, to the extent not

defined in the Note, the Security Agreement.

NOW, THEREFORE, in consideration

of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order

to induce Lender to make the Loans to Borrower and to enter into the Transaction Documents, Guarantor hereby represents, warrants, covenants

and agrees with Lender as follows:

1. Authorization

and Enforceability of Transaction Documents. The Note, this Guaranty, the Security Agreement, the Pledge Agreement and each other

agreement, instrument and document, if any, executed and delivered by Borrower or Guarantor in connection with the Loans (as the same

may be amended, modified, restated, renewed, replaced, supplemented or extended in accordance with their terms, collectively, the “Transaction

Documents”) have been duly authorized and executed by Borrower or Guarantor, as applicable, and constitute legal, valid and

binding obligations of Borrower or Guarantor, as applicable, enforceable against such party in accordance with their respective terms,

subject to bankruptcy, insolvency, reorganization, moratorium and other legal or equitable principles now or hereafter in effect generally

affecting creditors’ rights and remedies.

2. Obligations

Guaranteed. Guarantor absolutely, unconditionally and irrevocably guarantees to Lender the due and punctual payment and performance

of the following obligations, in each case when due under the Transaction Documents (collectively, the “Guaranteed Obligations”):

(a) the

outstanding principal amount of all Loans and advances made under or evidenced by the Note and all interest, liquidated damages, late

fees and other amounts that accrue or become due thereon or in respect thereof in accordance with the Note, in each case when due at stated

maturity, by acceleration or otherwise;

(b) all

other payment and performance obligations of Borrower under the Note and the other Transaction Documents to which Borrower is a party;

reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Lender in enforcing or protecting

Lender’s rights under this Guaranty or any other Transaction Document, in each case to the extent permitted by applicable law (collectively,

the “Expenses”); and

(d) all

renewals, extensions, amendments, restatements and other modifications of any of the foregoing; provided that, subject to Section 8 of

this Guaranty, this Guaranty shall terminate when all Guaranteed Obligations have been indefeasibly paid and performed in full in cash

and any commitment of Lender to extend credit under the Note has terminated.

3. Unconditional

Guaranty. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and performance and not of collection

and is not conditioned upon any attempt to enforce Lender’s rights against Borrower or to realize upon the Collateral or any other

security. Lender may proceed against Guarantor upon and during the continuation of an Event of Default under the Note after expiration

of any applicable notice and cure period, without first proceeding against Borrower or exercising any right or remedy under the Transaction

Documents. Guarantor waives and releases any claim (within the meaning of 11 U.S.C. § 101) against Borrower arising from a payment

by Guarantor under this Guaranty and agrees not to exercise any subrogation, contribution or reimbursement right until the Guaranteed

Obligations have been indefeasibly paid and performed in full in cash and any commitment of Lender to extend credit under the Note has

terminated. Lender may exercise all rights and remedies available under this Guaranty, the other Transaction Documents or applicable law

to collect amounts then due and payable hereunder or to compel performance of obligations then required to be performed hereunder, subject

in all cases to the terms of the Transaction Documents.

4. Liability

Unimpaired. Guarantor’s liability shall not be limited or impaired by: (i) any extension, renewal, forbearance, amendment or

modification of the Note or any other Transaction Document made in accordance with its terms; (ii) any settlement or compromise with,

or release of, Borrower or any other Person liable for the Guaranteed Obligations; (iii) any failure by Lender to exercise, or delay by

Lender in exercising, any right or remedy under any Transaction Document; (iv) the invalidity, irregularity or unenforceability, in whole

or in part, of the Note, any other Transaction Document or any obligation of Borrower thereunder; or (v) any other action or circumstance

that might otherwise constitute a legal or equitable discharge or defense of a guarantor, other than the indefeasible payment and performance

in full in cash of the Guaranteed Obligations and the termination of any commitment of Lender to extend credit under the Note. Nothing

in this Section shall expand Guarantor’s liability beyond the Guaranteed Obligations.

5. Defined

Terms. Capitalized terms used but not defined in this Guaranty have the meanings given to them in the Note. As used herein, the following

terms have the meanings set forth below:

(a) “Security

Agreement” means that certain Asset Security Agreement, dated as of the date hereof, by and between Guarantor and Lender, as

amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

(b) “Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

with such Person; and “control” means the direct or indirect power to direct or cause the direction of the management and

policies of a Person, whether through ownership, contract or otherwise.

Costs” means the Expenses and any other reasonable out-of-pocket costs and expenses incurred by Lender in enforcing this Guaranty,

including reasonable attorneys’ fees, in each case to the extent permitted by applicable law.

(d) “Person”

means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, governmental

authority or other entity.

6. Preservation

of Transaction Documents. Guarantor will not cause or permit Borrower to take or fail to take any action for the purpose of impairing

the enforceability of the Transaction Documents or the security interest created by the Security Agreement or the Pledge Agreement or

creating a defense to Guarantor’s obligations hereunder, subject to Borrower’s and Guarantor’s express rights under

the Transaction Documents.

7. Payments;

Certain Waivers. Guarantor waives presentment, demand (except any demand expressly required by the Note), protest, notice of acceptance

of this Guaranty and notice of default (except any notice expressly required by the Note), and any requirement that Lender first proceed

against Borrower or realize upon the Collateral or any other security before proceeding against Guarantor. Guarantor also waives any right

to require a marshalling of Borrower’s or Guarantor’s assets. Guarantor retains any rights of subrogation, contribution, indemnification,

set-off or reimbursement that Guarantor may have against Borrower; provided that Guarantor shall not exercise any such right, and each

such right shall be subordinate to Lender’s rights, until the Guaranteed Obligations have been indefeasibly paid and performed in

full in cash and any commitment of Lender to extend credit under the Note has terminated.

8. Reinstatement.

This Guaranty shall continue to be effective or shall be reinstated automatically, as applicable, if any payment of a Guaranteed Obligation

is rescinded or otherwise must be restored or returned by Lender as a preference, fraudulent transfer or otherwise in connection with

an insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, as though such payment had not been made. In that event,

all reasonable Enforcement Costs incurred by Lender in defending or enforcing such continuance or reinstatement shall be included in the

Expenses guaranteed under Section 2.

9. Litigation;

Compliance with Judgments. Guarantor represents and warrants that there are no actions, suits or proceedings pending or, to Guarantor’s

knowledge, threatened against Guarantor, at law, in equity or before any governmental authority, that would reasonably be expected to

have a material adverse effect on Guarantor’s ability to perform its obligations hereunder. To Guarantor’s knowledge, Guarantor

is not in default with respect to any order, writ, injunction, decree or demand of any court or governmental authority that would reasonably

be expected to have such an effect.

10. Authorization

and Enforceability; No Conflicts. Guarantor represents and warrants that it has full power and authority to enter into and perform

its obligations under this Guaranty; the execution, delivery and performance of this Guaranty have been authorized by all necessary corporate

action; and this Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance

with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other legal or equitable principles now or hereafter

in effect generally affecting creditors’ rights and remedies. Guarantor further represents and warrants that the execution, delivery

and performance of this Guaranty do not and will not violate Guarantor’s organizational documents, applicable law or any material

agreement binding on Guarantor or its assets.

11. Compliance

with Laws. Guarantor represents and warrants that the execution, delivery and performance of this Guaranty do not and will not violate

any applicable federal, state, provincial or local law, rule, regulation, ordinance, order, writ, judgment, injunction, decree, determination

or award, or require any filing, registration, consent or approval thereunder, except for any filing, registration, consent or approval

that has been made or obtained and remains in full force and effect.

12. Accuracy

of Information; Full Disclosure. Guarantor represents and warrants that no document, financial statement, report, notice, schedule,

certificate, statement or other writing furnished by or on behalf of Guarantor to Lender in connection with this Guaranty or the Loans

contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light

of the circumstances in which they were made, not misleading, in each case as of the date furnished.

13. Non-Waiver;

Remedies Cumulative. No failure or delay by Lender in exercising any right, power or privilege under any Transaction Document shall

operate as a waiver thereof or constitute acquiescence in any default by Borrower or Guarantor. A waiver on one occasion shall not bar

the exercise of any right or remedy on a future occasion. Subject to the Transaction Documents, the rights and remedies provided in the

Transaction Documents are cumulative and are not exclusive of any rights or remedies provided by law.

14. Transfers

of Interests in Loans. Lender may sell, assign or transfer the Note, this Guaranty, the Security Agreement, the Pledge Agreement or

any interest therein only as permitted by the Note and the Security Agreement. Guarantor consents to Lender’s disclosure of the

Transaction Documents and information relating to Borrower, Guarantor or the Collateral to any prospective or actual transferee in connection

with a transfer permitted by the Note and the Security Agreement, subject to applicable law and customary confidentiality obligations.

15. Subordination

of Guarantor Loans. Any indebtedness now or hereafter owed by Borrower to Guarantor or any Affiliate of Guarantor is and shall remain

subordinate to the Guaranteed Obligations. Guarantor shall not accept any payment of principal or interest on such indebtedness to the

extent prohibited by Section 6(d) or any other applicable provision of the Note. This Section shall cease to apply when the Guaranteed

Obligations have been indefeasibly paid and performed in full in cash and any commitment of Lender to extend credit under the Note has

terminated.

16. Severability.

If any provision of this Guaranty, or its application to any Person or circumstance, is prohibited or unenforceable in any jurisdiction,

such provision shall be ineffective in that jurisdiction only to the extent of such prohibition or unenforceability, without invalidating

the remaining provisions of this Guaranty or the application of such provision to any other Person, circumstance or jurisdiction.

17. Entire

Agreement; Amendments. This Guaranty contains the entire agreement of Guarantor and Lender with respect to its subject matter and

supersedes all prior oral or written agreements or statements relating to such subject matter. No provision of this Guaranty may be waived,

amended or terminated except by a written instrument signed by Guarantor and Lender.

18. Successors

and Assigns. This Guaranty shall bind Guarantor and its successors and permitted assigns and shall inure to the benefit of Lender

and its successors and permitted assigns. Neither this Guaranty nor any right hereunder may be assigned or transferred except in connection

with a transfer of the Note permitted by the Note and, as applicable, the Security Agreement.

19. Jurisdiction;

Waiver of Trial by Jury. Guarantor irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The

City of New York, Borough of Manhattan, for the adjudication of any dispute arising out of or in connection with this Guaranty, any other

Transaction Document or any transaction contemplated hereby or thereby, and irrevocably waives and agrees not to assert any objection

based on personal jurisdiction, venue or forum non conveniens. Nothing contained herein limits any right to serve process in any manner

permitted by law or precludes Lender from bringing suit or taking other legal action in any other jurisdiction to collect the Guaranteed

Obligations, realize on the Collateral or any other security, or enforce a judgment or other court ruling in favor of Lender. GUARANTOR

HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE ARISING

OUT OF OR IN CONNECTION WITH THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

20. Provisional

Remedies; Enforcement. Without limiting Section 19, Lender may seek temporary, preliminary or permanent injunctive relief, specific

performance or other equitable remedies from any court having jurisdiction and may enforce any judgment or other court ruling in any jurisdiction.

21. Governing

Law. This Guaranty shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation

and performance of this Guaranty shall be governed by, the internal laws of the State of New York, without giving effect to any provision

or rule that would cause the application of the laws of any jurisdiction other than the State of New York.

22. Section

Headings. The section headings and captions in this Guaranty are for convenience only and do not affect its interpretation or construction.

23. Liability

Unaffected by Release. Except for the indefeasible payment and performance in full in cash of the Guaranteed Obligations and termination

of any commitment of Lender to extend credit under the Note or an express written release of Guarantor by Lender, any release of Borrower

or any other Person liable for a Guaranteed Obligation shall not affect Guarantor’s liability under this Guaranty.

24. Notices.

All notices and other communications under this Guaranty shall be given in the manner provided in Section 8(a) of the Note and, in the

case of Guarantor, shall be sent to Guarantor at the address specified for the Company in Section 8(a) of the Note or to such other address

as Guarantor may designate by notice given in accordance with this Section.

25. Principles

of Construction. All references to sections, schedules and exhibits are to sections, schedules and exhibits of or to this Guaranty

unless otherwise specified. The words “hereof,” “herein” and “hereunder” refer to this Guaranty as

a whole. The recitals are part of this Guaranty, and all attached exhibits and schedules, if any, are incorporated by reference. Defined

terms apply equally to singular and plural forms; “including” means “including without limitation”; and references

to any agreement include amendments, modifications and supplements made in accordance with its terms.

26. Counterparts;

Electronic Signatures. This Guaranty may be executed in counterparts, each of which is deemed an original and all of which together

constitute one instrument. Signatures delivered by electronic transmission, including by PDF or other electronic means, shall be effective

as originals.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Guarantor

has caused this Guaranty to be duly executed and delivered by its duly authorized officer as of the date first above written.

GUARANTOR:

CERo THERAPEUTICS, INC.

By:

Name:

Title:

[SIGNATURE PAGE TO GUARANTY OF PAYMENT]

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