LIMITED POWER OF ATTORNEY

This filing is an exhibit, specifically a Limited Power of Attorney, from Eric Francois to Andrew Albert Kucharchuk and Chris Ehrlich. Francois grants them the authority to act on his behalf as an officer, director, and/or securityholder of CERO Therapeutics Holdings, Inc. This includes executing and filing various SEC forms such as Form ID, Form 3, Form 4, Form 5, Schedule 13D, and 13G, along with any necessary amendments. The attorneys-in-fact are empowered to take any action deemed beneficial or legally required, with full power of substitution. Francois acknowledges that the attorneys-in-fact and the Company are not assuming his responsibilities for compliance with Section 16 or Regulation 13D-G. The Power of Attorney remains in effect until Francois is no longer required to file such forms or until earlier revoked, and it supersedes any prior powers of attorney. It will expire for an individual attorney-in-fact if they cease to be an employee of the Company.