Common use of Clawback Acknowledgement Clause in Contracts

Clawback Acknowledgement. The Executive acknowledges that the Executive may become subject to the Korro Bio, Inc. Compensation Recovery Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive understands that if the Executive is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive pursuant to such means as the Company and/or the Board may elect. The Executive agrees that the Executive shall take all required action to enable such recovery. The Executive understands that such recovery may be sought and occur after the Executive’s employment or service with the Company terminates. The Executive further agrees that the Executive is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive hereby irrevocably agrees to forego such indemnification. The Executive acknowledges and agrees that the Executive has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive shall not, whether alone or in combination with any other action, event or condition, be deemed (i) a Good Reason Condition or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the Executive, or (ii) to constitute a breach of a contract or other arrangement to which the Executive is a party. This Section 23 is a material term of this Agreement.

Clawback Acknowledgement. The Executive Participant acknowledges that the Executive Participant may become subject to the Korro Bio, Inc. Compensation Recovery Scholastic Corporation Clawback Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive Participant understands that if the Executive Participant is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive Participant pursuant to such means as the Company and/or the Board may elect. The Executive Participant agrees that the Executive Participant shall take all required action to enable such recovery. The Executive Participant understands that such recovery may be sought and occur after the ExecutiveParticipant’s employment or service with the Company terminates. The Executive Participant further agrees that the Executive Participant is not entitled to indemnification for any Erroneously Awarded Compensation erroneously awarded compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation erroneously awarded compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive Participant hereby irrevocably agrees to forego forgo such indemnification. The Executive Participant acknowledges and agrees that the Executive Participant has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation erroneously awarded compensation under the Clawback Policy from the Executive Participant shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a Good Reason Condition right to resign for “good reason” or other similar term under any agreement between the Participant and the Company or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the ExecutiveParticipant, or (ii) to constitute a breach of a contract or other arrangement to which the Executive Participant is a party. This Section 23 8 is a material term of this Agreement.

Clawback Acknowledgement. The Executive Optionee acknowledges that the Executive Optionee may become subject to the Korro BioAeries Technology, Inc. Executive Incentive Compensation Recovery Recoupment Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive Optionee understands that if the Executive Optionee is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive Optionee pursuant to such means as the Company and/or the Board may elect. The Executive Optionee agrees that the Executive Optionee shall take all required action to enable such recovery. The Executive Optionee understands that such recovery may be sought and occur after the ExecutiveOptionee’s employment or service with the Company terminates. The Executive Optionee further agrees that the Executive Optionee is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive Optionee hereby irrevocably agrees to forego forgo such indemnification. The Executive Optionee acknowledges and agrees that the Executive Optionee has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive Optionee shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a Good Reason Condition right to resign for “good reason” or other similar term under any agreement between the Optionee and the Company (or any other member of the Company Group) or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the ExecutiveOptionee, or (ii) to constitute a breach of a contract or other arrangement to which the Executive Optionee is a party. This Section 23 12 is a material term of this Agreement.

Clawback Acknowledgement. The Executive acknowledges that the Executive may become subject to the Korro Bio, Inc. Compensation Recovery Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive understands that if the Executive is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive pursuant to such means as the Company and/or the Board may elect. The Executive agrees that the Executive shall take all required action to enable such recovery. The Executive understands that such recovery may be sought and occur after the Executive’s employment or service with the Company terminates. The Executive further agrees that the Executive is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive hereby irrevocably agrees to forego such indemnification. The Executive acknowledges and agrees that the Executive has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive shall not, whether alone or in combination with any other action, event or condition, be deemed (i) a Good Reason Condition or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the Executive, or (ii) to constitute a breach of a contract or other arrangement to which the Executive is a party. This Section 23 22 is a material term of this Agreement.

Clawback Acknowledgement. The Executive Optionee acknowledges that the Executive Optionee may become subject to the Korro BioAeries Technology, Inc. Executive Incentive Compensation Recovery Recoupment Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive Optionee understands that if the Executive Optionee is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive Optionee pursuant to such means as the Company and/or the Board may elect. The Executive Optionee agrees that the Executive Optionee shall take all required action to enable such recovery. The Executive Optionee understands that such recovery may be sought and occur after the ExecutiveOptionee’s employment or service with the Company terminates. The Executive Optionee further agrees that the Executive Optionee is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive Optionee hereby irrevocably agrees to forego forgo such indemnification. The Executive Optionee acknowledges and agrees that the Executive Optionee has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive Optionee shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a Good Reason Condition right to resign for “good reason” or other similar term under any agreement between the Optionee and the Company (or any other member of the Company Group) or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the ExecutiveOptionee, or (ii) to constitute a breach of a contract or other arrangement to which the Executive Optionee is a party. This Section 23 11 is a material term of this Agreement.

Clawback Acknowledgement. The Executive Grantee acknowledges that the Executive Grantee may become subject to the Korro BioAeries Technology, Inc. Executive Incentive Compensation Recovery Recoupment Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive Grantee understands that if the Executive Grantee is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive Grantee pursuant to such means as the Company and/or the Board may elect. The Executive Grantee agrees that the Executive Grantee shall take all required action to enable such recovery. The Executive Grantee understands that such recovery may be sought and occur after the ExecutiveGrantee’s employment or service with the Company terminates. The Executive Grantee further agrees that the Executive Grantee is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive Grantee hereby irrevocably agrees to forego forgo such indemnification. The Executive Grantee acknowledges and agrees that the Executive Grantee has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive Grantee shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a Good Reason Condition right to resign for “good reason” or other similar term under any agreement between the Grantee and the Company (or any other member of the Company Group) or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the ExecutiveGrantee, or (ii) to constitute a breach of a contract or other arrangement to which the Executive Grantee is a party. This Section 23 Paragraph 14 is a material term of this Agreement.

Clawback Acknowledgement. The Executive Optionee acknowledges that the Executive Optionee may become subject to the Korro Bio, Inc. Company’s Compensation Recovery Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive Optionee understands that if the Executive Optionee is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive Optionee pursuant to such means as the Company and/or the Board may elect. The Executive Optionee agrees that the Executive Optionee shall take all required action to enable such recovery. The Executive Optionee understands that such recovery may be sought and occur after the ExecutiveOptionee’s employment or service with the Company terminates. The Executive Optionee further agrees that the Executive Optionee is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive Optionee hereby irrevocably agrees to forego such indemnification. The Executive Optionee acknowledges and agrees that the Executive Optionee has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive Optionee shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a Good Reason Condition right to resign for “good reason” (as such term may be defined in an employment or service agreement between the Company and the Optionee) or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the ExecutiveOptionee, or (ii) to constitute a breach of a contract or other arrangement to which the Executive Optionee is a party. This Section 23 12 is a material term of this Agreement.Agreement.]1

Clawback Acknowledgement. The Executive Grantee acknowledges that the Executive Grantee may become subject to the Korro BioAeries Technology, Inc. Executive Incentive Compensation Recovery Recoupment Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive Grantee understands that if the Executive Grantee is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive Grantee pursuant to such means as the Company and/or the Board may elect. The Executive Grantee agrees that the Executive Grantee shall take all required action to enable such recovery. The Executive Grantee understands that such recovery may be sought and occur after the ExecutiveGrantee’s employment or service with the Company terminates. The Executive Grantee further agrees that the Executive Grantee is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive Grantee hereby irrevocably agrees to forego forgo such indemnification. The Executive Grantee acknowledges and agrees that the Executive Grantee has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive Grantee shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a Good Reason Condition right to resign for “good reason” or other similar term under any agreement between the Grantee and the Company (or any other member of the Company Group) or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the ExecutiveGrantee, or (ii) to constitute a breach of a contract or other arrangement to which the Executive Grantee is a party. This Section 23 Paragraph 12 is a material term of this Agreement.

Clawback Acknowledgement. The Executive Optionee acknowledges that the Executive Optionee may become subject to the Korro Bio, Inc. Company’s Compensation Recovery Policy adopted pursuant to Rule 10D-1 promulgated under the Securities Exchange Act of 1934 and Nasdaq Rule 5608, or any successor rule (the “Clawback Policy”). The Executive Optionee understands that if the Executive Optionee is or becomes subject to the Clawback Policy, the Company and/or the Board shall be entitled to recover all Erroneously Awarded Compensation (as defined in the Clawback Policy) from the Executive Optionee pursuant to such means as the Company and/or the Board may elect. The Executive Optionee agrees that the Executive Optionee shall take all required action to enable such recovery. The Executive Optionee understands that such recovery may be sought and occur after the ExecutiveOptionee’s employment or service with the Company terminates. The Executive Optionee further agrees that the Executive Optionee is not entitled to indemnification for any Erroneously Awarded Compensation or for any claim or losses arising out of or in any way related to Erroneously Awarded Compensation recovered pursuant to the Clawback Policy and, to the extent any agreement or organizational document purports to provide otherwise, the Executive Optionee hereby irrevocably agrees to forego such indemnification. The Executive Optionee acknowledges and agrees that the Executive Optionee has received and has had an opportunity to review the Clawback Policy. Any action by the Company to recover Erroneously Awarded Compensation under the Clawback Policy from the Executive Optionee shall not, whether alone or in combination with any other action, event or condition, be deemed (i) an event giving rise to a Good Reason Condition right to resign for “good reason” (as such term may be defined in an employment or service agreement between the Company and the Optionee) or serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to the ExecutiveOptionee, or (ii) to constitute a breach of a contract or other arrangement to which the Executive Optionee is a party. This Section 23 11 is a material term of this Agreement.Agreement.]1