On February 14, 2024, Phoenix Biotech Acquisition Corp., pursuant to the business combination agreement and plan of reorganization, dated as of June 4, 2023, as amended by Amendment No. 1, dated as of February 5, 2024 and Amendment No. 2, dated as of February 13, 2024, by and between PBCE Merger Sub, Inc., a Delaware corporation, PBAX and CERo.

Upon the consummation of the Business Combination, and in accordance with the terms of the Business Combination Agreement, each executive officer of PBAX ceased serving in such capacity, and each of Barbara Kosacz and Caroline Loewy ceased serving on PBAX?s board of directors. Brian G. Atwood, Michael Byrnes, Daniel Corey, Chris Ehrlich, Kathleen LaPorte, Robyn Rapaport and Lindsey Rolfe were appointed as directors of the Company to serve until the end of their respective terms and until their successors are elected and qualified. Mr. Atwood was appointed Chairman of the Board.

The Board of Directors of the Surviving Company (the ?Board?) is divided into three classes, designated as Class I, Class II and Class III. The Class I directors appointed are Mr. Byrnes and Ms. Rolfe and their terms will expire at the annual meeting of stockholders to be held in 2025. The Class II directors appointed are Ms. Rapaport, Mr. Atwood and Ms. LaPorte and their terms will expire at the annual meeting of stockholders to be held in 2026.

The Class III directors appointed are Mr. Corey and Mr. Ehrlich and their term will expire at the annual meeting of stockholders to be held in 2027. After the expiration of the initial terms, each class will be elected to a subsequent three-year term. Mr. Byrnes, Mr. Ehrlich and Ms. LaPorte were appointed to the Company?s compensation committee.

Ms. LaPorte was appointed the chair of the compensation committee. Each member of the compensation committee is independent under the listing standards of the Nasdaq and a ?non-employee director? as defined in Rule 16b-3 promulgated under the Exchange Act.

Mr. Byrnes, Mr. Ehrlich and Ms. LaPorte were appointed to the Company?s nominating and corporate governance committee. Mr. Ehrlich was appointed the chair of the nominating and corporate governance committee. The Board has determined that each member of the nominating and corporate governance committee is independent under the listing standards of the Nasdaq.

Brian Atwood was appointed as the Company?s principal executive officer, Charles Carter was appointed as the Company?s principal financial officer and principal accounting officer and Daniel Corey was appointed as the Company?s Chief Technical Officer. Robyn Rapaport, 31. Ms. Rapaport has served a principal overseeing alternative investments at Rapaport Capital since [MM] 2021.

Prior to that, Ms. Rapaport was an entrepreneur at the University of California Los Angeles Anderson Venture Accelerator, from June 2019 to December 2020. Ms. Rapaport holds an MBA from the University of California, Los Angeles and a B.A. from the University of Pennsylvania in history and consumer psychology. Lindsey Rolfe, 56.

Ms. Rolfe is an experienced chief medical officer with track record of success in early to late stage clinical development, product registration, medical affairs leadership and investor relationships. Ms. Rolfe has served as Chief Medical Officer at 3B GmbH since August 2023. In addition, Ms. Rolfe has served as an independent director at Atreca Inc. since August 2019.

Previously, Ms. Rolfe served as the Chief Medical Officer at Clovis Oncology Inc. from August 2015 until June 2023. Ms. Rolfe holds a BSc Anatomy and Bachelor of Medicine and Surgery from the University of Edinburgh.