0001193125-25-257435 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among METSERA, INC., NOVO NORDISK A/S, NN US INVEST, INC., and NOVO NORDISK US RESEARCH INVESTMENTS HOLDINGS, INC. Dated as of [•], 2025
Merger Agreement • October 30th, 2025 • Metsera, Inc. • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER dated as of [•], 2025 (this “Agreement”), by and among Metsera, Inc., a Delaware corporation (the “Company”), Novo Nordisk A/S, a Danish aktieselskab (“Parent”), NN US Invest, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Novo Nordisk US Research Investments Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Investor Sub”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • October 30th, 2025 • Metsera, Inc. • Pharmaceutical preparations • Delaware

This Voting and Support Agreement (this “Agreement”) is made and entered into as of [•], 2025, by and between Novo Nordisk A/S, a Danish aktieselskab (“Parent”), and the undersigned stockholders of the Company (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 30th, 2025 • Metsera, Inc. • Pharmaceutical preparations • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2025 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), is made among Metsera, Inc., a Delaware corporation (the “Company”); [Novo Nordisk US Research Investments Holdings, Inc., a Delaware corporation] (together with its Affiliates, “Parent”), and any transferee of Registrable Securities to whom any Person who is a party to this Agreement shall Assign any rights hereunder in accordance with Section 4.5 (each such Person, including Parent, a “Holder”). Capitalized terms used in this Agreement without definition have the meaning set forth in Section 1.

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