Form 8-K

8-K — Passage BIO, Inc.

Accession: 0001104659-26-077306

Filed: 2026-06-24

Period: 2026-06-23

CIK: 0001787297

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

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618476d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2618476d1_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2618476d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2618476d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2618476d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2618476d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2618476d1_ex10-5.htm)

EX-10.6 — EXHIBIT 10.6 (tm2618476d1_ex10-6.htm)

EX-99.1 — EXHIBIT 99.1 (tm2618476d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2618476d1_ex99-2.htm)

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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):

June 23, 2026

PASSAGE

BIO, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-39231

82-2729751

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Address Not Applicable1

ZIP Code

Not Applicable

(Address of principal

executive offices)

(Zip Code)

(267)

866-0311

(Registrant’s telephone number, including

area code)

N/A

(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:

x 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, $0.0001 par value per share

PASG

The

Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the

registrant is an emerging growth company as defined 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 ¨

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. ¨

1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable

requirements of the Securities Act and Securities Exchange Act of 1934, as amended, any stockholder communication required to be sent

to our principal executive offices may be directed to P.O. Box 7, Hopewell, New Jersey 08525.

Item 1.01. Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On June 24, 2026, Passage Bio, Inc.

(“Passage Bio” or the “Company”), Peregrine Merger Sub, Inc., a Delaware corporation

and a wholly owned subsidiary of the Company (“Merger Sub”), and Remix Therapeutics, Inc., a Delaware corporation

(“Remix”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),

pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement,

Merger Sub will merge with and into Remix, with Remix continuing as a wholly owned subsidiary of the Company and the surviving corporation

of the merger (the “Merger”).

Merger Consideration

Subject to the terms and conditions of the Merger

Agreement, (i) immediately prior to the effective time of the Merger (the “Effective Time”), (a) all

Remix convertible notes will be converted into shares of Remix preferred stock in accordance with their terms, and (b) all Remix

preferred stock will be converted into Remix common stock pursuant to the organizational documents of Remix (the “Remix Preferred

Stock Conversion”), and (ii) at the Effective Time, (a) each outstanding share of Remix common stock (excluding

Remix common stock issued in the Concurrent Financing, as described below) will be converted into the right to receive a number of shares

of the Company’s common stock (“Company Common Stock”), calculated in accordance with the Merger Agreement,

(b) each outstanding Remix stock option that has not previously been exercised prior to the closing of the Merger will be assumed

by the Company and become an option to purchase a number of shares of Company Common Stock, (c) each outstanding Remix warrant will

be treated in accordance with its terms and conditions, and (d) the Remix common stock issued in the Concurrent Financing will be

converted into the right to receive a number of shares of Company Common Stock calculated in accordance with the Merger Agreement.

The shares of Company Common Stock that will be

issued to stockholders of Remix will be calculated using a formula in the Merger Agreement based on the equity value of each of Remix

and the Company. Remix has been ascribed an aggregate equity value of $226 million and the Company’s equity value is expected to

be approximately $20 million subject to adjustment based on the amount of net cash of the Company at closing of the Merger.

Concurrent Financing

Pursuant to the Merger Agreement, immediately

prior to the Effective Time, Remix will consummate a financing for aggregate gross proceeds of at least $100 million (the “Concurrent

Financing”), which will consist of (i) the sale of shares of Remix common stock pursuant to a subscription agreement

(the “Subscription Agreement”) with certain accredited investors and (ii) the sale of convertible notes

pursuant to a convertible promissory note purchase agreement (the “Note Purchase Agreement”) with certain accredited

investors (collectively with the investors party to the Subscription Agreement, the “Investors”), which convertible

notes will convert into shares of Remix common stock based on the same aggregate equity value of Remix used in the Merger. On June 24,

2026, Remix entered into the Subscription Agreement and Note Purchase Agreement for the Concurrent Financing with the Investors with expected

aggregate gross proceeds to Remix of at least $100 million.

In connection with the Concurrent Financing, at

the closing of the Merger, Remix and Passage Bio will enter into a registration rights agreement (the “Registration Rights

Agreement”) with the Investors providing for the registration under the Securities Act of 1933, as amended (the “Securities

Act”) of the shares of common stock sold in the Concurrent Financing. Pursuant to the Registration Rights Agreement, the

combined company will prepare and file a resale registration statement with the SEC within 30 calendar days following the Effective Time.

The combined company will use its commercially reasonable efforts to cause such registration statement to become effective as promptly

as practicable but not later than the 90th calendar day following the Effective Time (or, in the event of a "full review"

by the SEC, the 120th calendar day following the Effective Time).

The consummation of the transactions contemplated

by the Subscription Agreement is conditioned on the satisfaction or waiver of the conditions set forth in the Merger Agreement and in

the Subscription Agreement. Shares of Remix common stock issued pursuant to the Concurrent Financing will be converted into shares of

Company Common Stock in the Merger in accordance with the Merger Agreement.

The foregoing descriptions of the Subscription

Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Subscription

Agreement and the Registration Rights Agreement, the forms of which are filed as Exhibits 10.4 and 10.5, respectively, to this Current

Report on Form 8-K and are incorporated herein by reference.

Conditions to the Merger

The closing of the Merger is subject to the satisfaction

or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the required approvals by

each respective party’s stockholders; (ii) the accuracy of the respective representations and warranties of each party, subject

to certain materiality qualifications; (iii) compliance by the parties with their respective covenants; (iv) no law or order

preventing the Merger and the other transactions contemplated by the Merger Agreement; (v) the

shares of Company Common Stock to be issued in the Merger being approved for listing (subject to official notice of issuance) on The Nasdaq

Stock Market (“Nasdaq”); (vi) the Concurrent Financing results in cash proceeds of not less than $100

million to Remix; (vii) the Registration Statement (as defined below) having become effective in accordance with the provisions

of the Securities Act, and not being subject to any stop order or proceeding seeking a stop order; and (viii) the Remix Preferred Stock

Conversion will have been effected as of the closing date of the Merger.

Governance

At the Effective Time, the Board of Directors

of the combined company is expected to consist of nine (9) members, all of whom will be designated by Remix. Peter Smith, Ph.D.,

currently the chief executive officer and co-founder of Remix, will be appointed as Chief Executive Officer of the combined company.

Non-Solicitation

From the date of the Merger Agreement until the

earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, each of Passage and Remix

will be subject to customary restrictions on its ability to, among other things, (i) solicit, initiate or knowingly encourage, induce

or facilitate the communication, making, submission or announcement of any competing acquisition proposals from third parties, (ii) furnish

any non-public information regarding such party to any third party in connection with or in response to a competing acquisition proposal,

(iii) engage in discussions or negotiations with any third party with respect to any competing acquisition proposal, (iv) approve,

endorse or recommend any competing acquisition proposal, (v) execute or enter into any letter of intent or any agreement contemplating

or otherwise relating to any competing acquisition proposal, or (vi) publicly propose to do any of the foregoing, subject to a customary

provision that allows each of Passage and Remix, under certain specified circumstances, to participate in discussions and engage in negotiations

with, and provide non-public information to, third parties with respect to a competing acquisition proposal that did not result from a

breach of the foregoing restrictions, if the Passage Board or Remix Board determines in good faith, after consultation with its financial

advisors and outside legal counsel, that such competing acquisition proposal constitutes a Superior Offer (as defined in the Merger Agreement)

or could reasonably be expected to result in a Superior Offer and that the failure to take such actions would reasonably be expected to

be inconsistent with the Passage Board’s or Remix Board’s fiduciary duties. Each of Passage and Remix is required to notify

the other party of certain competing acquisition proposals, provide copies of written documentation related to such competing acquisition

proposals and give such party a customary match period before effecting a change in the Passage Board or Remix Board recommendation in

favor of the Transactions.

Termination and Fees

The Merger Agreement contains certain customary

termination rights, including, among others, (i) the mutual written consent of the parties, (ii) the right of either party to

terminate the Merger Agreement if the Company’s stockholders fail to approve the issuance of Company Common Stock in the Merger

and the Company Stockholder Matters (as defined below), (iii) the right of the Company to terminate the Merger Agreement if Remix

does not deliver its required stockholder vote within fifteen (15) days after the Registration Statement becomes effective, (iv) the

right of either party to terminate the Merger Agreement if the other party’s board of directors changes or withdraws its recommendation

in favor of the transactions contemplated under the Merger Agreement, (v) the right of either party to terminate the Merger Agreement

if the Merger has not occurred by December 24, 2026 (subject, under certain circumstances, to extension for an additional ninety

(90) days), (vi) the right of either party to terminate the Merger Agreement due to a material breach by the other party of any of

its representations, warranties or covenants which would result in the closing conditions not being satisfied, subject to certain conditions,

(vii) the right of either party to terminate the Merger Agreement if a court of competent jurisdiction or other governmental body

issues a final and non-appealable order, decree or ruling, or has taken any other action, having the effect of permanently restraining,

enjoining or otherwise prohibiting the Merger and the other transactions contemplated by the Merger Agreement, and (viii) the right

of either party to terminate the Merger Agreement to enter into an alternative transaction if such party has received a superior offer

and paid a termination fee.

Upon termination of the Merger Agreement under

specified circumstances, including if Passage terminates the Merger Agreement due to a change in the Remix Board recommendation in favor

of the Transactions or if Remix terminates the Merger Agreement and enters into an alternative transaction with respect to a superior

offer, Remix will be required to make a payment to Passage equal to $17.5 million in cash. Upon termination of the Merger Agreement under

specified circumstances, including if Remix terminates the Merger Agreement due to a change in the Passage Board recommendation in favor

of the Transactions or if Passage terminates the Merger Agreement and enters into an alternative transaction with respect to a superior

offer, Passage will be required to make a payment to Remix equal to $1.548 million in cash.

Certain Other Terms of the Merger Agreement

The Merger Agreement contains customary representations,

warranties and covenants made by the Company and Remix, including covenants relating to obtaining the requisite approvals of the stockholders

of the Company and Remix, indemnification of directors and officers, and the Company’s and Remix’s conduct of their respective

businesses between the date of signing the Merger Agreement and the closing of the Merger.

In connection with the Merger, the Company

will prepare and file a combined registration statement on Form S-4 registering the Company Common Stock to be issued to

Remix’s stockholders in the Merger, other than the shares issued in the Concurrent Financing (the “Registration

Statement”), and proxy statement with respect to the meeting of the Company’s stockholders (the

“Proxy Statement”) at which, among other things, the Company has agreed to seek the approval of the

Company’s stockholders with respect to certain actions, including (i) the issuance of Company Common Stock to the Remix

stockholders in connection with the Merger and the other transactions contemplated under the Merger Agreement, pursuant to the

Merger Agreement and Nasdaq rules, (ii) the amendment of the Company’s certificate of incorporation to change the name of

the Company to “Remix Therapeutics, Inc.,” and, if the Board of Directors determines to complete a reverse stock

split of all outstanding shares of Company Common Stock, to effect such reverse stock split, and to make such other changes as shall

be mutually agreed upon by the Company and Remix, and (iii) the approval of new equity incentive plans for the combined company

(collectively, the “Company Stockholder Matters”).

The foregoing summary does not purport to be a

complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed herewith as

Exhibit 2.1 and is incorporated by reference herein.

The Merger Agreement has been attached as an exhibit

to this Current Report on Form 8-K (this “Current Report”) in order to provide investors and security holders

with information regarding its terms. It is not intended to provide any other factual information about the Company, Remix or their respective

affiliates or to modify or supplement any factual disclosures about the Company, Remix or their respective affiliates in public reports

filed with the SEC. The Merger Agreement includes representations, warranties and covenants of the Company and Remix that were made solely

for the purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties thereto, and which may be

subject to important qualifications and limitations agreed to by the Company and Remix in connection with the negotiated terms of the

Merger Agreement. Moreover, such representations and warranties may not be accurate or complete as of any specified date, have been modified

or qualified by certain disclosures between the parties made in connection with the negotiation of the Merger Agreement, which disclosures

are not reflected in the Merger Agreement itself, and may apply contractual standards of materiality in a way that is different from that

which may be viewed as material by the Company’s stockholders, Remix’s stockholders or other security holders. In addition,

the representations and warranties were made for purposes of allocating risk among the parties to the Merger Agreement and were not intended,

and should not be relied upon, as statements of fact. Information concerning the subject matter of the representations and warranties

may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s

or Remix’s public disclosures.

Support Agreements

Concurrently with the execution and delivery of

the Merger Agreement, certain executive officers, directors and stockholders (together with their affiliates), including certain investors

in the Concurrent Financing, of Remix (solely in their respective capacities as Remix stockholders) who beneficially own an aggregate

of approximately 93% of the outstanding Remix common stock and Remix preferred stock (the “Remix Capital Stock”)

as of June 24, 2026 have entered into support agreements with the Company to vote all of their shares of Remix Capital Stock in favor

of adoption of the Merger Agreement (the “Remix Support Agreements”), pursuant to which such individuals have

agreed, among other things, to vote their respective shares of Remix Capital Stock in favor of the adoption of the Merger Agreement and

approval of the Merger, and against any competing acquisition proposal and against any agreement or transaction that would reasonably

be expected to impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any of the transactions

contemplated by the Merger Agreement.

The foregoing description of the Remix Support

Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Remix Support

Agreement, which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Concurrently with the execution and delivery of

the Merger Agreement, certain executive officers and directors of the Company (solely in their respective capacities as the Company stockholders)

who beneficially own an aggregate of approximately 1% of the outstanding Company Common Stock as of June 24, 2026 have entered into

support agreements with Remix to vote all of their shares of Company Common Stock in favor of approval of the Merger Agreement (the “Company

Support Agreements”), pursuant to which such individuals have agreed, among other things, to vote their respective shares

of Company Common Stock in favor of the issuance of Company Common Stock in the Merger and the other transactions contemplated by the

Merger Agreement, against any competing acquisition proposal, and against any agreement or transaction that would reasonably be expected

to materially impede, interfere with, delay, postpone, discourage or materially and adversely affect the Merger or any of the transactions

contemplated by the Merger Agreement.

The foregoing description of the Company Support

Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Company Support

Agreement, which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.

Lock-Up Agreements

Concurrently with the execution and delivery of

the Merger Agreement, certain officers of the Company holding 0.34% of the outstanding Company Common Stock as of June 24, 2026 and

certain officers, directors and stockholders of Remix holding approximately 99% of the Remix Capital Stock as of June 24, 2026

have entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which they accepted certain restrictions

on transfers of shares of Company Common Stock for the 180-day period following the closing of the Merger, subject to certain customary

exceptions.

The foregoing description of the Lock-Up Agreements

does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Lock-Up Agreements,

which is filed herewith as Exhibit 10.3 and is incorporated by reference herein.

Contingent Value Rights Agreement

At the Effective Time, the Company and a third

party rights agent (“Rights Agent”), will enter into a Contingent Value Rights Agreement (the “CVR

Agreement”), pursuant to which the Company’s common stockholders of record as of the close of business on the last

business day prior to the day on which the Effective Time occurs will receive one contingent value right (each, a “CVR”)

for each outstanding share of Company Common Stock held by such stockholder on such date.

Each CVR will represent the contractual right

to receive payments from the Company upon the actual receipt by the Company or its subsidiaries of certain contingent proceeds derived

from certain existing license agreements of the Company, net of certain tax, transaction costs and certain other expenses.

The contingent payments under the CVR Agreement,

if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. There can be no

assurance that any holders of CVRs will receive payments with respect thereto.

The right to the contingent payments contemplated

by the CVR Agreement is a contractual right only and will not be transferable, except in the limited circumstances specified in the CVR

Agreement. The CVRs will not be evidenced by a certificate or any other instrument and will not be registered with the Securities and

Exchange Commission (the “SEC”). The CVRs will not have any voting or dividend rights and will not represent

any equity or ownership interest in the Company or any of its affiliates. No interest will accrue on any amounts payable in respect of

the CVRs.

The foregoing summary of the CVR Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the form of CVR Agreement, which is filed

herewith as Exhibit 10.6 and is incorporated by reference herein.

Item 1.02. Termination of a Material Definitive Agreement.

On June 23, 2026, the Company delivered written

notice to Catalent Maryland, Inc. (“Catalent”) of the Company’s election to terminate, pursuant to

Section 20.1(b)(ii) therein, the Amended and Restated Development Services and Clinical Supply Agreement by and between the

Company and Catalent, dated as of November 9, 2023 (the “Catalent Agreement”) in its entirety, with such

termination effective as of June 23, 2026.

The Catalent Agreement governed the provision

of development services and clinical supply manufacturing services, including the manufacture of bulk drug substance and drug product,

by Catalent to the Company in connection with the Company’s gene therapy programs, including PBFT02. The Company determined to terminate

the Catalent Agreement in connection with the wind-down of its gene therapy programs and the proposed Merger.

In connection with the termination, the Company

will not be obligated to pay Catalent a termination fee.

Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by this Item, the information

set forth in Item 1.01 is incorporated by reference into this Item 3.02.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 1.01 and in

Item 5.02 is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information disclosed under the section titled “Governance”

under Item 1.01 above is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

Press Release

On June 24, 2026, Passage Bio and Remix issued

a joint press release announcing the execution of the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the

press release is not incorporated herein by reference.

Investor Presentation

On June 24, 2026, representatives of Passage

Bio and Remix will hold a conference call to investors, which will include an investor presentation. The investor presentation is furnished

as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

The information contained in this Item 7.01, including

Exhibits 99.1 and 99.2, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,

and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 8.01. Other Events.

On June 23, 2026, the Company delivered written

notice to The Trustees of the University of Pennsylvania (“Penn”) of the Company’s election to terminate,

pursuant to Section 10.2 therein, the Second Amended and Restated Research, Collaboration and License Agreement between Penn and

the Company, dated as of July 31, 2024 (the “Penn Agreement”), solely with respect to the licensed product

referred to by the Company as “PBFT02” and all indications licensed to the Company under the Penn Agreement for PBFT02, including

frontotemporal dementia with granulin mutations (the “PBFT02 Termination”). Following the effectiveness of the

PBFT02 Termination, the Company will no longer have rights under the Penn Agreement to develop or commercialize PBFT02. The PBFT02 Termination

will become effective ninety (90) days following Penn’s receipt of such notice. The Penn Agreement will remain in full force and

effect with respect to all licensed products other than PBFT02.

Cautionary Statement Regarding Forward-Looking

Statements

This communication contains forward-looking statements

within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction

involving Passage Bio and Remix, including the conditions to, and timing of, closing of the proposed transaction, the Board of Directors

and management of the combined company, the percentage ownership of the combined company (which is subject to adjustment based on the

amount of Passage Bio’s net cash as of the closing of the proposed transaction), and the parties’ ability to consummate the

proposed transaction and private placement financing, including the intended use of net proceeds from the private placement financing

and the expected timing of closing and completion of the private placement financing, the expected issuance of the CVR and the contingent

payments contemplated by the CVR, the combined company’s expected cash and the sufficiency of the combined company’s cash

to fund operations into 2028, the listing of the combined company’s shares on Nasdaq, the expectations surrounding the potential,

safety, efficacy, and regulatory and clinical progress of Remix’s product candidates, including REM-422, and anticipated milestones

and timing, among others.

Forward-looking statements generally include statements

that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,”

“should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,”

“estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not

historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject

to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in

any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to

the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the

proposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing

of the consummation of the proposed transaction and the ability of each of Passage Bio and Remix to consummate the proposed transaction;

(iii) the ability of Passage Bio and Remix to integrate their businesses successfully and to achieve anticipated synergies; (iv) the

possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated

revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the

anticipated tax treatment of the combination; (v) potential litigation relating to the proposed transaction that could be instituted

against Passage Bio, Remix or their respective directors; (vi) possible disruptions from the proposed transaction that could harm

Passage Bio’s and/or Remix’s respective businesses; (vii) the ability of Remix to retain, attract and hire key personnel;

(viii) potential adverse reactions or changes to relationships with employees, suppliers or other parties resulting from the announcement

or completion of the proposed transaction; (ix) potential business uncertainty, including changes to existing business relationships,

during the pendency of the proposed transaction that could affect Passage Bio’s or Remix’s financial performance; (x) certain

restrictions during the pendency of the proposed transaction that may impact Passage Bio’s or Remix’s ability to pursue certain

business opportunities or strategic transactions; (xi) the combined company’s need for additional funding, which may not be

available; (xii) failure to identify additional product candidates and develop or commercialize marketable products; (xiii) the

early stage of the combined company’s development efforts; (xiv) potential unforeseen events during clinical trials could cause

delays or other adverse consequences; (xv) risks relating to the regulatory approval process; (xvi) interim, topline and preliminary

data may change as more patient data become available, and are subject to audit and verification procedures that could result in material

changes in the final data; (xvii) Passage Bio’s and Remix’s product candidates may cause serious adverse side effects;

(xviii) inability to maintain collaborations, or the failure of these collaborations; (xix) the combined company’s reliance

on third parties, including for the manufacture of materials for our research programs, preclinical and clinical studies; (xx) failure

to obtain U.S. or international marketing approval; (xxi) ongoing regulatory obligations; effects of significant competition; (xxii) unfavorable

pricing regulations, third-party reimbursement practices or healthcare reform initiatives; (xxiii) product liability lawsuits; (xxiv) securities

class action litigation; (xxv) the impact of general economic conditions on our business and operations, including the combined company’s

preclinical studies and clinical trials; (xxvi) the possibility of system failures or security breaches; risks relating to intellectual

property; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii) the risk that, as a result

of adjustments to the exchange ratio, Passage Bio stockholders and Remix stockholders could own more or less of the combined company than

is currently anticipated, including as a result of the determination of Passage Bio’s net cash; (xxix) risks related to the

market price of Passage Bio’s common stock relative to the value implied by the exchange ratio; (xxx) the risk that holders

of the CVR may never receive any payments thereunder; (xxxi) the risk that the concurrent private placement financing is not consummated;

and (xxxii) such other factors as are set forth in Passage Bio’s periodic public filings with the SEC, including but not limited

to those described under the heading “Risk Factors” in Passage Bio’s Annual Report on Form 10-K for the year ended

December 31, 2025 and Quarterly Report on Form 10-Q for the period ended March 31, 2026. Passage Bio and Remix can give

no assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Passage Bio and

Remix undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether

as a result of new information, future events or otherwise.

Important Information about the Merger and Where to Find It

This communication relates to a proposed transaction

involving Passage Bio and Remix and may be deemed to be solicitation material in respect of the proposed transaction. In connection with

the proposed transaction, Passage Bio intends to file with the Securities and Exchange Commission (the “SEC”) a registration

statement on Form S-4 that will contain a proxy statement of Passage Bio that will constitute a prospectus with respect to shares

of Passage Bio stock to be issued in the proposed transaction (the “Proxy Statement/Prospectus”). Passage Bio may also file

other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus

or any other document which Passage Bio may file with the SEC. INVESTORS AND SECURITYHOLDERS OF PASSAGE BIO AND REMIX ARE URGED TO READ

THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED BY PASSAGE BIO WITH THE SEC, AS WELL AS ANY

AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION

ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Passage Bio and Remix stockholders will also be able to obtain free copies of the

Proxy Statement/Prospectus (when available) and other documents containing important information about Passage Bio, Remix and the proposed

transaction that will be filed with the SEC by Passage Bio through the website maintained by the SEC at www.sec.gov. Copies of

the documents filed with the SEC by Passage Bio will also be available free of charge on Passage Bio’s website at www.passagebio.com

or by contacting Passage Bio’s investor relations department by email at investors@passagebio.com.

No Offer or Solicitation

This communication does not constitute an offer

to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed

transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S.

Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

Passage Bio, Remix and their respective directors

and executive officers may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange

Act of 1934) in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction. Information

regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Passage Bio’s stockholders

in connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S-4 for the proposed transaction,

which is expected to be filed with the SEC by Passage Bio. Information regarding Passage Bio’s directors and executive officers

is also available in Passage Bio’s most recent Annual Report on Form 10-K and in its definitive proxy statement for its 2026

annual meeting of stockholders filed with the SEC on April 7, 2026. Investors and securityholders of Passage Bio and Remix are urged

to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Passage Bio carefully and in their

entirety when they become available because they will contain important information about the proposed transaction.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit Description

2.1^

Agreement

and Plan of Merger, dated June 24, 2026, by and among Passage Bio, Inc., Peregrine Merger Sub, Inc., and Remix Therapeutics, Inc.

10.1

Form of

Support Agreement by and between Passage Bio, Inc. and certain stockholders of Remix Therapeutics, Inc.

10.2

Form of

Support Agreement by and between Remix Therapeutics, Inc. and certain stockholders of Passage Bio, Inc.

10.3

Form of Lock-Up Agreement.

10.4

Form of Subscription Agreement among Remix Therapeutics, Inc. and the purchasers signatory

thereto.

10.5

Form of

Registration Rights Agreement among Remix Therapeutics, Inc., Passage Bio, Inc., and the purchasers signatory thereto.

10.6

Form of

CVR Agreement.

99.1

Joint Press Release, dated June 24, 2026.

99.2

Investor Presentation, dated June 24, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

^ Registrant

has omitted schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally

a copy of the omitted schedules and exhibits to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PASSAGE BIO, INC.

Date: June 24, 2026

By:

/s/ Kathleen Borthwick

Name:

Kathleen Borthwick

Title:

Chief Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2618476d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and among:

PASSAGE BIO, INC.;

PEREGRINE MERGER SUB, INC.;

and

REMIX THERAPEUTICS, INC.

Dated as of June 24, 2026

TABLE OF CONTENTS

Page

Article I DEFINITIONS

AND INTERPRETATIVE PROVISIONS

1.1

Definitions

1.2

Other Definitional and Interpretative Provisions

Article II THE

MERGER

2.1

The Merger

2.2

Closing

2.3

Organizational Documents; Directors and Officers

2.4

Conversion of Remix Convertible Notes; Effect on Shares; Treatment

of Remix Options and Remix Warrants

2.5

Contingent Value Right

2.6

Closing of Remix’s Transfer Books

2.7

Surrender of Remix Common Stocks

2.8

Calculation of Net Cash

2.9

Further Action

2.10

Withholding

2.11

Statutory Rights of Appraisal

Article III REPRESENTATIONS

AND WARRANTIES OF REMIX

3.1

Due Organization; Subsidiaries

3.2

Organizational Documents

3.3

Authority; Binding Nature of Agreement

3.4

Vote Required

3.5

Non-Contravention; Consents

3.6

Capitalization

3.7

Financial Statements

3.8

Absence of Changes

3.9

Absence of Undisclosed Liabilities

3.10

Title to Assets

3.11

Real Property; Leasehold

3.12

Intellectual Property

3.13

Agreements, Contracts and Commitments

3.14

Compliance; Permits; Restrictions

3.15

Legal Proceedings; Orders

3.16

Tax Matters

3.17

Employee and Labor Matters; Benefit Plans

3.18

Environmental Matters

3.19

Insurance

3.20

Transactions with Affiliates

3.21

No Financial Advisors

3.22

Privacy and Data Security

3.23

Concurrent Financing

3.24

No Other Representations or Warranties

Article IV REPRESENTATIONS

AND WARRANTIES OF PASSAGE AND MERGER SUB

4.1

Due Organization; Subsidiaries

4.2

Organizational Documents

4.3

Authority; Binding Nature of Agreement

4.4

Vote Required

4.5

Non-Contravention; Consents

4.6

Capitalization

4.7

SEC Filings; Financial Statements

4.8

Absence of Changes

4.9

Absence of Undisclosed Liabilities

4.10

Title to Assets

4.11

Real Property; Leasehold

4.12

Intellectual Property

4.13

Agreements, Contracts and Commitments

4.14

Compliance; Permits; Restrictions

4.15

Legal Proceedings; Orders

4.16

Tax Matters

4.17

Employee and Labor Matters; Benefit Plans

4.18

Environmental Matters

4.19

Insurance

4.20

Transactions with Affiliates

4.21

No Financial Advisors

4.22

Valid Issuance; No Bad Actor

4.23

Privacy and Data Security

4.24

No Other Representations or Warranties

Article V COVENANTS

5.1

Conduct of Remix’s Business

5.2

Conduct of Passage’s Business

5.3

Access and Investigation

5.4

No Solicitation

5.5

Notification of Certain Matters

5.6

Legacy Asset Disposition

5.7

Registration Statement; Proxy Statement

5.8

Remix Stockholder Written Consent

5.9

Passage Stockholder Meeting

5.10

Efforts; Regulatory Approvals

5.11

Disclosures

5.12

Passage Options

5.13

Passage Restricted Stock Unit Awards

5.14

Passage SPP

5.15

Indemnification of Officers and Directors

5.16

Tax Matters

5.17

Listing

5.18

Legends

5.19

Officers and Directors

5.20

Termination of Certain Agreements and Rights

5.21

Section 16 Matters

5.22

Allocation Certificate

5.23

Obligations of Merger Sub

5.24

Takeover Statutes

5.25

Stockholder Litigation

5.26

Concurrent Financing

5.27

Passage Equity Plans

5.28

Passage 401(k) Plan

5.29

Employees

5.30

Section 280G

Article VI CONDITIONS

TO CONSUMMATION OF THE MERGER

6.1

Conditions Precedent to Obligations of Each Party

6.2

Conditions Precedent to Obligations of Remix

6.3

Conditions Precedent to Obligations of Passage

6.4

Frustration of Closing Conditions

Article VII CLOSING

DELIVERIES

100

7.1

Closing Deliveries of Remix

100

7.2

Closing Deliveries of Passage

100

Article VIII TERMINATION

100

8.1

Termination

100

8.2

Effect of Termination

102

8.3

Expenses; Termination Fees

102

Article IX GENERAL

PROVISIONS

104

9.1

Non-Survival of Representations and Warranties

104

9.2

Amendment

104

9.3

Waiver

105

9.4

Entire Agreement; Counterparts; Exchanges by Electronic Transmission

or Facsimile

105

9.5

Applicable Law; Jurisdiction

105

9.6

Assignability

105

9.7

Notices

106

9.8

Cooperation

106

9.9

Severability

107

9.10

Other Remedies; Specific Performance

107

9.11

No Third-Party Beneficiaries

107

EXHIBITS

Exhibit A

Form of Passage Stockholder Support Agreement

Exhibit B

Form of Remix Stockholder Support Agreement

Exhibit C

Form of Passage Lock-Up Agreement

Exhibit D

Form of Remix Lock-Up Agreement

Exhibit E

Form of Certificate of Incorporation of the Surviving

Corporation

Exhibit F

Form of CVR Agreement

iii

AGREEMENT AND PLAN OF MERGER

This Agreement

and Plan of Merger (this “Agreement”) is made and entered into as of June 24, 2026, by and among Passage

Bio, Inc., a Delaware corporation (“Passage”), Peregrine

Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Passage (“Merger Sub”),

and Remix Therapeutics, Inc., a Delaware corporation (“Remix”).

Certain capitalized terms used in this Agreement are defined in Section 1.1.

RECITALS

A.            Passage

and Remix intend to effect a merger of Merger Sub with and into Remix (the “Merger”) in accordance with this Agreement

and Delaware Law. Upon consummation of the Merger, Merger Sub will cease to exist, and Remix will become a wholly owned subsidiary of

Passage.

B.            The

board of directors of Passage (the “Passage Board”) has (i) determined that the Contemplated Transactions are

fair to, advisable and in the best interests of Passage and its stockholders, (ii) approved and declared advisable this Agreement

and the Contemplated Transactions, including the issuance of shares of Passage Common Stock to the stockholders of Remix pursuant to

the terms of this Agreement, the change of control of Passage and the other actions contemplated by this Agreement, and (iii) determined

to recommend, upon the terms and subject to the conditions set forth in this Agreement, that the stockholders of Passage vote to (a) approve

the issuance of Passage Common Stock in the Merger and the change of control resulting from the Merger in accordance with Nasdaq Listing

Rule 5635 (the “Nasdaq Issuance Proposal”) and (b) adopt the Amended and Restated Passage Charter (the “Passage

Charter Amendment Proposal”).

C.            The

board of directors of Merger Sub (the “Merger Sub Board”) has (i) determined that the Contemplated Transactions

are fair to, advisable, and in the best interests of Merger Sub and its sole stockholder, (ii) approved and declared advisable this

Agreement and the Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set

forth in this Agreement, that Passage, in its capacity as the sole stockholder of Merger Sub, vote to adopt this Agreement and thereby

approve the Contemplated Transactions. Immediately prior to the execution and delivery of this Agreement, Passage, in its capacity as

the sole stockholder of Merger Sub, duly executed and delivered a written consent approving and adopting this Agreement in accordance

with Delaware Law, which written consent, by its terms, will be effective immediately following the execution of this Agreement (the

“Merger Sub Stockholder Approval”).

D.            The

board of directors of Remix (the “Remix Board”) has (i) determined that the Contemplated Transactions are fair

to, advisable and in the best interests of Remix and its stockholders, (ii) approved and declared advisable this Agreement and the

Contemplated Transactions and (iii) determined to recommend, upon the terms and subject to the conditions set forth in this Agreement,

that the stockholders of Remix vote to adopt this Agreement and thereby approve the Contemplated Transactions.

E.            Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to Remix’s willingness to enter into this Agreement,

the stockholders, officers and directors of Passage set forth on Section A of the Passage Disclosure Schedule (solely in

their capacity as stockholders of Passage) are executing support agreements in favor of Remix in substantially the form attached hereto

as Exhibit A (the “Passage Stockholder Support Agreement”), pursuant to which such Persons have, subject

to the terms and conditions set forth therein, agreed to vote all of their shares of Passage Common Stock in favor of the Passage Stockholder

Matters.

F.            Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to Passage’s willingness to enter into this

Agreement, the officers, directors and stockholders of Remix set forth on Section A of the Remix Disclosure Schedule (solely

in their capacity as stockholders of Remix) are executing support agreements in favor of Passage in substantially the form attached hereto

as Exhibit B (the “Remix Stockholder Support Agreement”), pursuant to which such Persons have, subject

to the terms and conditions set forth therein, agreed to vote all of their shares of Remix Capital Stock in favor of this Agreement and

an amendment to Remix’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Remix

Common Stock from 162,000,000 to 300,000,000 (the “Remix Charter Amendment”).

G.            Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to Remix’s willingness to enter into this Agreement,

the officers and directors of Passage set forth on Section B of the Passage Disclosure Schedule are executing lock-up agreements

in substantially the form attached hereto as Exhibit C (collectively, the “Passage Lock-Up Agreements”).

H.            Concurrently

with the execution and delivery of this Agreement and as a condition and inducement to Passage’s willingness to enter into this

Agreement, the officers, directors and stockholders of Remix set forth on Section B of the Remix Disclosure Schedule are

executing lock-up agreements in substantially the form attached hereto as Exhibit D (collectively, the “Remix Lock-Up

Agreements”).

I.            It

is expected that promptly after the Registration Statement is declared effective under the Securities Act, the stockholders of Remix

sufficient to adopt and approve this Agreement and the Merger as required under Delaware Law and Remix’s Organizational Documents

will execute and deliver an action by written consent constituting the Required Remix Stockholder Vote, in a form and substance reasonably

acceptable to Passage and Remix (each, a “Remix Stockholder Written Consent” and collectively, the “Remix

Stockholder Written Consents”).

J.            Concurrently

with the execution and delivery of this Agreement, certain investors have executed a Subscription Agreement by and among Remix and the

Persons named therein, pursuant to which such Persons have agreed to purchase the number of shares of Remix Capital Stock set forth therein

immediately prior to the Effective Time in connection with the Concurrent Financing (the “Subscription Agreement”).

K.            Concurrently

with the execution and delivery of this Agreement, certain investors have executed a Convertible Promissory Note Purchase Agreement by

and among Remix and the lenders party thereto, pursuant to which such lenders have agreed to purchase the convertible promissory notes

concurrently with the execution and delivery of this Agreement in connection with the Concurrent Financing, which convertible promissory

notes shall convert into shares of Remix Common Stock in connection with the Remix Convertible Notes Conversion (the “Remix

Note Purchase Agreement (2026)”).

L.            Each

of the parties hereto intends that, for United States federal income tax purposes, the Merger will qualify as a “reorganization”

within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the

Treasury Regulations, with respect to which each of Passage, Merger Sub, and Remix are a “party to a reorganization” under

Section 368(b) of the Code, and this Agreement is intended to constitute a “plan of reorganization” for purposes

of Sections 354, 361 and 368 of the Code and within the meaning of Section 368 of the Code and Treasury Regulations Section 1.368-2(g) (the

“Intended Tax Treatment”).

AGREEMENT

The Parties, intending to

be legally bound, agree as follows:

Article I

DEFINITIONS AND INTERPRETATIVE PROVISIONS

1.1            Definitions.

For purposes of this Agreement (including this

Section 1.1):

“2026 Equity Incentive Plan”

shall mean an equity incentive plan of Passage in form and substance as agreed to by Passage and Remix (such agreement not to be unreasonably

withheld, conditioned or delayed by either Party), reserving for issuance a number of shares of Passage Common Stock to be mutually agreed

upon by Passage and Remix (such agreement not to be unreasonably withheld, conditioned or delayed by either Party).

“2026 ESPP” shall mean an

“employee stock purchase plan” of Passage in form and substance as agreed to by Passage and Remix (such agreement not to

be unreasonably withheld, conditioned or delayed by either Party), reserving for issuance a number of shares of Passage Common Stock

to be mutually agreed upon by Passage and Remix (such agreement not to be unreasonably withheld, conditioned or delayed by either Party).

“2026 Plans” shall mean both

the 2026 ESPP and the 2026 Equity Incentive Plan.

“Acceptable Confidentiality Agreement”

means a confidentiality agreement containing terms not materially less restrictive in the aggregate to the counterparty thereto than

the terms of the Confidentiality Agreement, except such confidentiality agreement need not contain any standstill, non-solicitation or

no hire provisions.

“Acquisition Inquiry” means,

with respect to a Party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest

or request for information made or submitted by Remix, on the one hand, or Passage, on the other hand, to the other Party) that would

reasonably be expected to lead to an Acquisition Proposal, other than, as applicable, with respect to the Legacy Asset Disposition and

the Concurrent Financing.

“Acquisition Proposal” means,

with respect to a Party, any offer or proposal, whether written or oral (other than an offer or proposal made or submitted by or on behalf

of Remix or any of its Affiliates, on the one hand, or by or on behalf of Passage or any of its Affiliates, on the other hand, to the

other Party) contemplating or otherwise relating to any Acquisition Transaction with such Party, other than, as applicable, with respect

to the Legacy Asset Disposition and the Concurrent Financing.

“Acquisition Transaction”

means any transaction or series of related transactions (other than, as applicable, the Legacy Asset Disposition and the Concurrent Financing)

involving:

(i)            any

merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization,

recapitalization, tender offer, exchange offer or other similar transaction: (A) in which a Party is a constituent entity, (B) in

which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly

or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class

of voting securities of a Party or any of its Subsidiaries or (C) in which a Party or any of its Subsidiaries issues securities

representing more than 20% of the outstanding securities of any class of voting securities of such Party or any of its Subsidiaries;

(ii)           any

sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account

for 20% or more of the consolidated book value or the fair market value of the assets of a Party and its Subsidiaries, taken as a whole.

“Affiliate” means, with respect

to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For

purposes of this definition, “control” when used with respect to any Person means the power to direct the management

and policies of such Person, directly or indirectly, whether through the ownership of voting securities or partnership or other ownership

interests, by contract or otherwise, and the terms “controlling” and “controlled” have correlative

meanings.

“Antitrust Laws” means the

Sherman Act, the Clayton Act, the Federal Trade Commission Act, the HSR Act, all applicable foreign antitrust Laws and all other applicable

Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or

effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“Business Day” means any day

other than a day on which banks in the State of New York or the State of Pennsylvania are authorized or obligated to be closed.

“Cash and Cash Equivalents”

means all (i) cash and cash equivalents and (ii) marketable securities, in each case determined in accordance with GAAP.

“COBRA” means the Consolidated

Omnibus Budget Reconciliation Act of 1985, as set forth in Section 4980B of the Code and Part 6 of Title I of ERISA.

“Code” means the Internal

Revenue Code of 1986, as amended.

“Concurrent Financing” means

(i) the issuance and sale of convertible promissory notes to be consummated concurrently with the execution and delivery of this

Agreement pursuant to the Remix Note Purchase Agreement (2026) (such convertible promissory notes, the “Remix Convertible Notes

(2026)”), and the issuance of Remix Common Stock resulting from the conversion of the Remix Convertible Notes (2026) into shares

of Remix Common Stock pursuant to the Remix Convertible Notes Conversion and (ii) the issuance and sale of shares of Remix Capital

Stock in a private placement to be consummated immediately prior to the Effective Time pursuant to the Subscription Agreement, with aggregate

gross cash proceeds pursuant to the transactions described in clause (i) and (ii) of, in the aggregate, at least the Concurrent

Investment Amount.

“Concurrent Financing Allocation Percentage”

means the quotient (rounded to four decimal places) determined by dividing (i) the Concurrent Financing Proceeds by

(ii) the Aggregate Valuation.

“Concurrent Financing Merger Shares”

means, subject to Section 2.4(g), the product determined by multiplying (i) the Post-Closing Passage Shares by

(ii) the Concurrent Financing Allocation Percentage (rounded down to the nearest whole share).

“Concurrent Financing Proceeds”

means the proceeds resulting from the Concurrent Financing.

“Concurrent Investment Amount”

means $99,929,000.

“Confidentiality Agreement”

means the Mutual Confidential Disclosure Agreement, dated as of April 29, 2026, by and between Remix and Passage.

“Consent” means any approval,

consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

“Contemplated Transactions”

means the Merger and the other transactions contemplated by this Agreement, including the Remix Preferred Stock Conversion, the Concurrent

Financing, the transactions contemplated by the CVR Agreement, the filing of the Amended and Restated Passage Charter with the Secretary

of State of the State of Delaware and the filing of the Remix Charter Amendment with the Secretary of State of the State of Delaware.

“Contract” means, with respect

to any Person, any written agreement, contract, subcontract, lease (whether for real or personal property), mortgage, license, or other

legally binding commitment or undertaking of any nature to which such Person is a party or by which such Person or any of its assets

are bound or affected under applicable Law.

“Delaware Law” means the General

Corporation Law of the State of Delaware.

“Effect” means any effect,

change, event, circumstance, or development.

“Employee Plan” means (i) each

“employee benefit plan” within the meaning of Section 3(3) of ERISA whether or not subject to ERISA; (ii) any

other plan, program, policy, agreement or arrangement providing for stock options, stock purchases, restricted stock, restricted stock

units, phantom equity, other equity or equity-based incentives, employment agreements, bonuses, commissions, severance, retention, deferred

compensation, change in control, transaction, supplemental income arrangements, vacation, retirement, pension, profit-sharing, post-retirement

health and welfare, fringe, life insurance, perquisites, health, medical, dental, vision, welfare, employee assistance or similar benefits;

and (iii) all other plans, programs, policies, agreements or arrangements (whether written or unwritten) providing compensation

or benefits to any current or former employee, officer, director, individual independent contractor and other non-employee service provider.

“Encumbrance” means any lien,

pledge, hypothecation, charge, mortgage, security interest, lease, license, option, easement, reservation, servitude, adverse title,

claim, option, right of first refusal, preemptive right, community property interest or restriction or encumbrance of any similar nature

(including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction

on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise

or transfer of any other attribute of ownership of any asset).

“Enforceability Exceptions”

means the (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of

law governing specific performance, injunctive relief and other equitable remedies.

“Entity” means any corporation

(including any nonprofit corporation), partnership (including any general partnership, limited partnership or limited liability partnership),

joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm,

society or other enterprise, association, organization or entity, and each of its successors.

“Environmental Law” means

any federal, state, local or foreign Law relating to pollution or protection of human health or the environment (including ambient air,

surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases

or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,

disposal, transport or handling of Hazardous Materials.

“ERISA” means the Employee

Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with

respect to any Entity, any other Person that would be treated as a single employer with such Entity, part of the same “controlled

group” as such Entity or under common control with such Entity under Sections 414(b), (c), (m) or (o) of the Code, as

applicable.

“Excepted Contract” means

any and all (a) non-exclusive licenses for generally unmodified and commercially available shrink-wrap, click wrap and off-the-shelf

software or software as a service, (b) Contracts that (i) have expired on their own terms and have no continuing obligations,

rights or interests (other than obligations to maintain confidentiality in the ordinary course of business), (ii) have been assigned

to a third party (and to which Remix or Passage, as applicable, and each of its Subsidiaries is no longer a party and has no obligations,

rights or interests (other than obligations to maintain confidentiality in the ordinary course of business)) or (iii) were terminated

prior to the date hereof that do not have any continuing obligations, rights or interests (other than obligations to maintain confidentiality

in the ordinary course of business), (c) non-disclosure agreements entered into (i) in the Ordinary Course of Business by Remix

or Passage, as applicable, or any of its Subsidiaries or (ii) in connection with discussions, negotiations, and transactions related

to this Agreement or any transactions that were evaluated or pursued as an alternative to the transactions contemplated hereby or (d) materials

transfer agreements and clinical trial agreements with individual clinical sites, in each case, entered into in the Ordinary Course of

Business and that do not transfer ownership of material Intellectual Property to any Person other than Remix or Passage, as applicable,

or any of its Subsidiaries, or grant rights to use material Intellectual Property for the research, supply, manufacturing, development

or commercialization of products (other than on behalf of, or for the benefit of, Remix or Passage, as applicable, or any of its Subsidiaries).

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means United States

generally accepted accounting principles.

“Governmental Authority” means

any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (ii) federal,

state, local, municipal, foreign, supra-national or other government or institution, (iii) governmental or quasi-governmental authority

of any nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry, fund,

foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any taxing authority)

or (iv) self-regulatory organization (including Nasdaq).

“Governmental Authorization”

means any: (i) permit, license, certificate, franchise, permission, variance, exception, order, approval, clearance, registration,

qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority

or pursuant to any Law or (ii) right under any Contract with any Governmental Authority.

“Hazardous Materials” means

any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or

chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or

remediation under any Environmental Law, including, without limitation, crude oil or any fraction thereof, and petroleum products or

by-products.

“HSR Act” means the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended.

“Intellectual Property” means

any and all intellectual property and similar proprietary rights throughout the world, including any and all state, United States, international

and/or foreign or other territorial or regional rights in, arising out of or associated with any of the following: (i) United States,

foreign and international patents, patent applications, including all provisionals, nonprovisionals, substitutions, divisional, continuations,

continuations-in-part, reissues, renewals, extensions, supplementary protection certificates, reexaminations, term extensions, confirmations,

certificates of invention and the equivalents of any of the foregoing, statutory invention registrations, invention disclosures and inventions

(collectively, “Patents”), (ii) trademarks, service marks, trade names, domain names, corporate names, brand

names, URLs or other names and locators associated with the internet, trade dress, logos and other source identifiers, including registrations

and applications for registration thereof and goodwill associated therewith and symbolized thereby (collectively, “Trademarks”),

(iii) works of authorship (whether or not copyrightable) and all copyrights, copyrightable works, derivative works, including registrations

and applications for registration thereof, and all renewals, extensions, restorations or reversions of the foregoing, including all rights

of authorship, use, publication, publicity, reproduction, distribution, income, performance and transformation, (iv) software, including

all source code, object code, firmware, development tool files, all media on which any of the foregoing is recorded, and all related

documentation, (v) all inventions, invention disclosures, improvements, formulae, customer lists, trade secrets, know-how (including

recipes, specifications, formulae, manufacturing and other processes, operating procedures, methods, techniques and all research and

development information), technology, technical data, rights in databases and data collections, and other proprietary rights and intellectual

property, whether patentable or not, and all documentation relating to any of the foregoing, and (vi) all rights to sue or recover

and retain damages and costs and attorneys’ fees for the past, present or future infringement, dilution, misappropriation, or other

violation of any of the foregoing anywhere in the world.

“IRS” means the United States

Internal Revenue Service.

“Key Employee” means, with

respect to any Person, (i) an executive officer of such Person; and (ii) any employee of such Person that reports directly

to the chief executive officer of such Person.

“Knowledge” means, (i) of

Remix, with respect to any matter in question, the actual knowledge of the individuals set forth in Section 1.1 of the Remix

Disclosure Schedule, in each case after reasonable inquiry of those employees who would reasonably be expected to have actual knowledge

of the matter in question and (ii) of Passage or Merger Sub, with respect to any matter in question, the actual knowledge of individuals

set forth in Section 1.1(a)(i) of the Passage Disclosure Schedule or the knowledge such individual would reasonably

be expected to have of such matter in question in the ordinary course of the performance of such individual’s employment responsibilities.

“Law” means any federal, state,

national, supra-national, foreign, local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance,

code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into

effect by or under the authority of any Governmental Authority (including under the authority of Nasdaq or the Financial Industry Regulatory

Authority).

“Legal Proceeding” means any

action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding),

hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any

court or other Governmental Authority or any arbitrator or arbitration panel, excluding any office actions and other ex parte proceedings

in the ordinary course of prosecuting or maintaining of any registration or application for registration of any Patent or Trademark.

“Multiemployer Plan” means

a “multiemployer plan,” as defined in Section 3(37) or 4001 (a)(3) of ERISA.

“Multiple Employer Plan” means

a “multiple employer plan” as described in Section 413(e) of ERISA.

“Multiple Employer Welfare Arrangement”

means a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

“Nasdaq” means The Nasdaq

Stock Market.

“Notice Period” means a period

of at least three (3) Business Days commencing on the date the (i) Passage Board notifies Remix in writing of its intent to

make a Passage Board Adverse Recommendation Change or (ii) Remix Board notifies Passage in writing of its intent to make a Remix

Board Adverse Recommendation Change.

“Order” means any judgment,

order, writ, injunction, ruling, decision or decree of (that is binding on a Party), or any plea agreement, corporate integrity agreement,

resolution agreement, or deferred prosecution agreement with, or any settlement under the jurisdiction of, any court or Governmental

Authority.

“Ordinary Course of Business”

means, in the case of each of Remix and Passage, such actions taken in the ordinary course of its normal operations and consistent with

its past practices.

“Organizational Documents”

means, with respect to any Person (other than an individual), (i) the certificate or articles of association or incorporation or

organization or limited partnership or limited liability company, and any joint venture, limited liability company, operating or partnership

agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and

(ii) all bylaws, regulations and similar documents or agreements relating to the organization or governance of such Person, in each

case, as amended or supplemented from time to time.

“Party” or “Parties”

means Remix, Passage and Merger Sub.

“Passage Associate” means

any current or former employee, officer, director, individual independent contractor or other individual non-employee service provider

of Passage or any of its Subsidiaries.

“Passage Balance Sheet” means

the audited balance sheet of Passage as of December 31, 2024 and December 31, 2025.

“Passage Capitalization Representations”

means the representations and warranties of Passage and Merger Sub set forth in Sections 4.6(a) and 4.6(d).

“Passage Contract” means any

Contract: (i) to which Passage or any of its Subsidiaries is a party, (ii) by which Passage or any of its Subsidiaries or any

Passage IP Rights or any other asset of Passage or any of its Subsidiaries is or may become bound or under which Passage or any of its

Subsidiaries has, or may become subject to, any obligation or (iii) under which Passage or any of its Subsidiaries has or may acquire

any right or interest.

“Passage Covered Person” means,

with respect to Passage as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed

in the first paragraph of Rule 506(d)(1).

“Passage Employee Plan” means

any Employee Plan that Passage or any of its Subsidiaries (i) sponsors, maintains, administers, or contributes to, (ii) provides

benefits under or through, (iii) has any obligation to contribute to or provide benefits under or through, (iv) may reasonably

be expected to have any Liability with respect to, or (v) utilizes to provide benefits to or otherwise cover any Passage Associate.

“Passage Equity Plans” means

the Passage Amended and Restated 2018 Equity Incentive Plan, the Passage 2020 Equity Incentive Plan, and the Passage 2021 Equity Inducement

Plan, each as amended from time to time.

“Passage ESPP” means the Passage

Amended and Restated 2020 Employee Stock Purchase Plan, as amended from time to time.

“Passage Fundamental Representations”

means the representations and warranties of Passage and Merger Sub set forth in Sections 4.1(a), 4.1(b), 4.2, 4.3,

4.4 and 4.21.

“Passage IP Rights” means

all Intellectual Property that is (i) owned by or purported to be owned, whether wholly or jointly with others, by Passage or any

of its Subsidiaries (“Passage Owned IP Rights”), or (ii) licensed or sublicensed to Passage or any of its Subsidiaries

(“Passage Licensed IP Rights”), in each case, that is necessary for, or used or held for use in, the operation of

the business of Passage and its Subsidiaries as presently conducted.

“Passage IP Rights Agreement”

means any Contract governing, related to or pertaining to any Passage IP Rights, other than any confidential information provided under

confidentiality agreements.

“Passage ITM Option” means

each Passage Option with an exercise price per share less than the closing trading price of a share of Passage Common Stock on the last

full trading day on which the Passage Common Stock is traded prior to the date on which the Effective Time occurs.

“Passage Material Adverse Effect”

means any Effect that, considered together with all other Effects that have occurred prior to the date of determination of the occurrence

of a Passage Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on the business, assets,

liabilities, financial condition or results of operations of Passage or its Subsidiaries, taken as a whole; provided, however,

that Effects arising or resulting from the following, alone or in combination, shall not be taken into account in determining whether

there has been a Passage Material Adverse Effect: (i) the announcement of this Agreement, the pendency or the consummation of the

Contemplated Transactions, including any adverse change in customer, supplier, governmental, landlord, employee or similar relationships

resulting therefrom or with respect thereto (other than, in the case of this clause (i), for purposes of Section 4.3, Section 4.4,

or Section 4.5), (ii) the taking of any action, or the failure to take any action, by Passage that is expressly required

under the terms of this Agreement, (iii) any natural disasters or epidemics, pandemics or other force majeure events, or any act

or threat of terrorism or war, any armed hostilities or terrorist activities (including any escalation or general worsening of any of

the foregoing) anywhere in the world or any governmental or other response or reaction to any of the foregoing, (iv) any change

in GAAP or applicable Law or the interpretation thereof, (v) general economic, financial and capital markets, or political conditions,

including any instability in the banking sector, including the failure or placement into receivership of any financial institution, in

each case generally affecting the industries in which Passage and its Subsidiaries operate, (vi) any change in the cash position

of Passage and its Subsidiaries which results from operations in the Ordinary Course of Business or expenditures which are reasonably

required to effect the wind-down, discontinuation, suspension or termination of any clinical, pre-clinical or development program or

trial of Passage or any of its Subsidiaries (including the PBFT02 program and the upliFT-D trial), or (vii) any failure of Passage

to meet any projections, business plans or forecasts (provided that this clause (vii) shall not prevent a determination that

any change or effect underlying such failure to meet projections, business plans or forecasts has resulted in a Passage Material Adverse

Effect (to the extent such change or effect is not otherwise excluded from this definition of Passage Material Adverse Effect)); except

in each case with respect to clauses (iii), (iv) and (v), to the extent disproportionately affecting Passage and its Subsidiaries,

taken as a whole, relative to other similarly situated companies in the industries in which Passage and its Subsidiaries operate.

“Passage Net Cash” means,

without duplication, (i) Passage’s unrestricted Cash and Cash Equivalents determined, to the extent in accordance with GAAP,

in a manner consistent with the manner in which such items were historically determined and in accordance with the financial statements

(including any related notes) contained or incorporated by reference in the Passage Balance Sheet, plus (ii) all prepaid

expenses set forth on Section 1.1(a)(ii) of the Passage Disclosure Schedule, minus (iii) accrued accounts

payable due and payable as of the Closing in accordance with GAAP, including, without limitation, all lease termination costs and all

other fees and expenses of Passage incurred in connection with the Contemplated Transactions, including, for the avoidance of doubt,

Transaction Expenses of Passage, minus (iv) contractual commitments for future cash payments, whether absolute, contingent

or otherwise, under Passage Real Estate Leases, netted against cash amounts received or reasonably expected to be received pursuant to

sublease arrangements with respect to Passage Real Estate Leases, minus (v) expenses (including Taxes) of Passage

incurred in connection with, related to or associated with the disposition of Legacy Assets and any contingent obligations or liabilities

(including the full amount of any indemnity obligations) arising from such dispositions, minus (vi) any Liabilities

of Passage (A) for any cash payment to or for the benefit of any Passage Associate for change in control or transaction bonuses,

retention bonuses, severance or similar compensatory payments or benefits that are payable under the terms of Passage Contracts in effect

prior to the Effective Time as a result of, or in connection with, the completion of the Contemplated Transactions, whether alone or

together with any other event (including payments with “double trigger” provisions related to terminations occurring at or

prior to the Closing) (in each case, including the employer portion of any payroll or similar Taxes payable with respect thereto), (B) with

respect to the unfunded or underfunded portion of any accrued employer contributions to a defined contribution or any post-retirement

health and welfare benefit plan that remain unpaid as of Closing, and (C) accrued but unpaid bonuses, severance and vacation or

paid time off (including the employer portion of any payroll or similar Taxes payable with respect thereto), and minus

(vii) the RSU Withholding Amount and the employer portion of any payroll or similar Taxes payable as a result of the vesting and

settlement of each outstanding and unvested Passage Restricted Stock Unit Award pursuant to Section 5.13. For the avoidance

of doubt, (1) the Cash and Cash Equivalents received in the Concurrent Financing will be excluded from the calculation of Passage

Net Cash and (2) the Cash and Cash Equivalents received from the disposition of Legacy Assets will be included in the calculation

of Passage Net Cash.

“Passage Options” means options

to purchase shares of Passage Common Stock granted by Passage, including, without limitation, under the Passage Equity Plans, but, for

the avoidance of doubt, excluding the Passage ESPP.

“Passage Registered IP” means

all Passage IP Rights that are owned or exclusively licensed by Passage or any of its Subsidiaries that are registered, filed or issued

under the authority of, with or by any Governmental Authority, including all Patents, registered copyrights and registered trademarks

and all applications for any of the foregoing.

“Passage Restricted Stock Unit Awards”

means restricted stock unit awards covering shares of Passage Common Stock granted by Passage, including, without limitation, restricted

stock unit awards granted under the Passage 2020 Equity Incentive Plan and the Passage 2021 Equity Inducement Plan.

“Passage Triggering Event”

shall be deemed to have occurred if: (i) Passage shall have failed to include in the Proxy Statement the Passage Board Recommendation,

(ii) the Passage Board or any committee thereof evaluating any Acquisition Proposal shall have made a Passage Board Adverse Recommendation

Change or approved, endorsed or recommended any Acquisition Proposal (other than with Remix), (iii) Passage shall have entered into

any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than an Acceptable Confidentiality

Agreement pursuant to Section 5.4) or (iv) the Passage Board or any committee thereof evaluating any Acquisition Proposal

shall have failed to recommend against any Acquisition Proposal that is a tender offer or exchange offer within 10 Business Days after

the commencement thereof.

“Permitted Encumbrance” means

(i) any statutory liens for Taxes not yet due and payable or for Taxes that are being contested in good faith and for which adequate

reserves have been made on the Remix Unaudited Balance Sheet or the Passage Balance Sheet, as applicable, in accordance with GAAP, (ii) liens

that have arisen in the Ordinary Course of Business and that do not (in any case or in the aggregate) materially detract from the value

of the assets subject thereto or materially impair the operations of Remix or Passage, as applicable, (iii) statutory liens to secure

obligations to landlords, lessors or renters under leases or rental agreements, (iv) deposits or pledges made in connection with,

or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Law, (v) statutory

liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies, (vi) imperfections

of title and (vii) liens arising under applicable securities Laws.

“Person” means any individual,

Entity or Governmental Authority.

“Personal Information” means

any information concerning an identified or identifiable natural person.

“Privacy Laws” mean Laws relating

to privacy, security and/or collection, use or other processing of Personal Information.

“Remix Associate” means any

current or former employee, officer, director, individual independent contractor or other individual non-employee service provider of

Remix or any of its Subsidiaries.

“Remix Balance Sheet” means

the audited balance sheet of Remix as of December 31, 2024.

“Remix Capital Stock” means

Remix Common Stock and Remix Preferred Stock.

“Remix Capitalization Representations”

means the representations and warranties of Remix set forth in Sections 3.6(a) and 3.6(d).

“Remix Common Stock” means

the common stock, $0.0001 par value per share, of Remix.

“Remix Contract” means any

Contract: (i) to which Remix or any of its Subsidiaries is a party, (ii) by which Remix or any of its Subsidiaries, any Remix

IP Rights or any other asset of Remix or any of its Subsidiaries is or may become bound or under which Remix or any of its Subsidiaries

has, or may become subject to, any obligation or (iii) under which Remix or any of its Subsidiaries has or may acquire any right

or interest.

“Remix Convertible Notes”

means the outstanding unsecured convertible promissory notes, issued by Remix pursuant to the Remix Note Purchase Agreements.

“Remix Employee Plan” means

any Employee Plan that Remix or any of its Subsidiaries (i) sponsors, maintains, administers, or contributes to, (ii) provides

benefits under or through, (iii) has any obligation to contribute to or provide benefits under or through, (iv) may reasonably

be expected to have any Liability with respect to, or (v) utilizes to provide benefits to or otherwise cover any Remix Associate

(or their spouses, dependents, or beneficiaries).

“Remix Equity Plan” means

the Remix 2019 Stock Plan, as amended from time to time.

“Remix Exchange Ratio” means

the quotient obtained by dividing (i) the number of Remix Merger Shares by (ii) the number of Remix Outstanding Shares.

“Remix Fundamental Representations”

means the representations and warranties of Remix set forth in Sections 3.1(a), 3.1(b), 3.2, 3.3, 3.4

and 3.20.

“Remix IP Rights” means all

Intellectual Property that is (i) owned by or purported to be owned, whether wholly or jointly with others, by Remix or any of its

Subsidiaries (“Remix Owned IP Rights”), or (ii) licensed or sublicensed to Remix or any of its Subsidiaries (“Remix

Licensed IP Rights”), in each case, that is necessary for, or used or held for use in, the operation of the business of Remix

and its Subsidiaries as presently conducted.

“Remix IP Rights Agreement”

means any Contract governing, related to or pertaining to any Remix IP Rights other than any confidential information provided under

confidentiality agreements.

“Remix Material Adverse Effect”

means any Effect that, considered together with all other Effects that have occurred prior to the date of determination of the occurrence

of a Remix Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on the business, assets,

liabilities, financial condition or results of operations of Remix or its Subsidiaries, taken as a whole; provided, however,

that Effects arising or resulting from the following, alone or in combination, shall not be taken into account in determining whether

there has been a Remix Material Adverse Effect: (i) the announcement of this Agreement, the pendency or the consummation of the

Contemplated Transactions, including any adverse change in customer, supplier, governmental, landlord, employee or similar relationships

resulting therefrom or with respect thereto (other than, in the case of this clause (i), for purposes of Section 3.3, Section 3.4,

or Section 3.5), (ii) the taking of any action, or the failure to take any action, by Remix that is expressly required

under the terms of this Agreement, (iii) any natural disasters or epidemics, pandemics or other force majeure events, or any act

or threat of terrorism or war, any armed hostilities or terrorist activities (including any escalation or general worsening of any of

the foregoing) anywhere in the world or any governmental or other response or reaction to any of the foregoing, (iv) any change

in GAAP or applicable Law or the interpretation thereof, (v) general economic, financial and capital markets, or political conditions,

including any instability in the banking sector, including the failure or placement into receivership of any financial institution, in

each case generally affecting the industries in which Remix and its Subsidiaries operate, (vi) any change in the cash position of

Remix and its Subsidiaries which results from operations in the Ordinary Course of Business, or (vii) any failure of Remix to meet

any projections, business plans or forecasts (provided that, this clause (vii) shall not prevent a determination that any

change or effect underlying such failure to meet projections, business plans or forecasts has resulted in a Remix Material Adverse Effect

(to the extent such change or effect is not otherwise excluded from this definition of Remix Material Adverse Effect)); except in each

case with respect to clauses (iii), (iv) and (v), to the extent disproportionately affecting Remix and its Subsidiaries, taken as

a whole, relative to other similarly situated companies in the industries in which Remix and its Subsidiaries operate.

“Remix Merger Shares” means,

subject to Section 2.4(g), the product determined by multiplying (i) the Post-Closing Passage Shares by

(ii) the Remix Allocation Percentage, in which:

“Aggregate Valuation”

means the sum of (A) the Remix Equity Value, plus (B) the Passage Valuation, plus (C) the Concurrent Financing

Proceeds.

“Passage Allocation Percentage”

means the quotient (rounded to four decimal places) determined by dividing (A) the Passage Valuation by

(B) the Aggregate Valuation.

“Passage Equity Value”

means $20,000,000.

“Passage Outstanding Shares”

means, subject to Section 2.4(g) (including, if applicable and without limitation, the effects of the Reverse Stock

Split and filing the Amended and Restated Passage Charter), the total number of shares of Passage Common Stock outstanding immediately

prior to the Effective Time expressed on a fully-diluted basis, and assuming, without limitation or duplication, (A) the issuance

of shares of Passage Common Stock in respect of all Passage ITM Options that will be outstanding as of immediately prior to the Effective

Time calculated on a “treasury method” basis (and, for the avoidance of doubt, excluding any shares of Passage Common Stock

in respect of Passage Options that are not Passage ITM Options), (B) the settlement in shares of Passage Common Stock of Passage

Restricted Stock Unit Awards outstanding as of immediately prior to the Effective Time on a net settlement basis as provided in Section 5.13

(which, for the avoidance of doubt, excludes the shares of Passage Common Stock withheld under the RSU Withholding Amount) and (C) the

exclusion of shares of Passage Common Stock held by Passage as treasury stock or owned by Remix or any of its Subsidiaries or any Subsidiary

of Passage immediately prior to the Effective Time.

“Passage Valuation”

means (A) the Passage Equity Value minus (B) the Passage Net Cash Deficiency (if any) plus (C) the

Passage Net Cash Surplus (if any).

“Remix Allocation Percentage”

means the quotient (rounded to four decimal places) determined by dividing (A) the Remix Equity Value by

(B) the Aggregate Valuation.

“Remix Equity Value”

means $226,000,000.

“Passage Net Cash Deficiency”

means, if Passage Net Cash is less than $4,500,000, then the amount, if any, that $5,000,000 exceeds the Passage Net Cash, calculated

as of 12:01 am Eastern time on the Closing Date.

“Post-Closing Passage Shares”

means the quotient determined by dividing (A) the Passage Outstanding Shares by (B) the Passage Allocation

Percentage.

“Passage Net Cash Surplus”

means, if Passage Net Cash is greater than $5,500,000, then the amount, if any, that the Passage Net Cash exceeds $5,000,000, calculated

as of 12:01 am Eastern time on the Closing Date.

For the avoidance of doubt, the Concurrent

Financing Proceeds shall not be included in the calculation or determination of the Passage Valuation or any component thereof. Set forth

on Section 1.1(a)(iii) of the Passage Disclosure Schedule is an illustrative example of the calculation of the Remix Merger

Shares calculation.

“Remix Note Purchase Agreement (2025)”

means the Convertible Promissory Note and Warrant Purchase Agreement, by and among Remix and the lenders party thereto, dated as of November 14,

2025, as amended by that certain Omnibus Amendment No. 1 to Convertible Promissory Note and Warrant Purchase Agreement and Notes,

dated as of the date hereof, and as may be further amended or supplemented from time to time.

“Remix Note Purchase Agreements”

means, collectively, the Remix Note Purchase Agreement (2025) and the Remix Note Purchase Agreement (2026).

“Remix Options” means options

to purchase shares of Remix Common Stock granted by Remix under the Remix Equity Plan.

“Remix Outstanding Shares”

means, (i) the total number of shares of Remix Common Stock outstanding immediately prior to the Effective Time (after giving effect

to the Remix Preferred Stock Conversion and the Remix Convertible Notes Conversion) as expressed on a fully-diluted basis and as-converted

to Remix Common Stock on a “treasury method” basis and assuming, without limitation or duplication, the issuance of all shares

of Remix Common Stock that would be issued assuming the acceleration and exercise of all Remix Options and Remix Warrants outstanding

as of immediately prior to the Effective Time, but, (ii) notwithstanding the foregoing, excluding all shares of Remix Common

Stock issuable in connection with the Concurrent Financing, including, without limitation, the shares of Remix Common Stock issued pursuant

to (x) the conversion of the Remix Convertible Notes (2026) in the Remix Convertible Notes Conversion and (y) the Subscription

Agreement.

“Remix Preferred Stock” means,

collectively, the Remix Series Seed Preferred Stock, Remix Series A Preferred Stock and Remix Series B Preferred Stock.

“Remix Registered IP” means

all Remix IP Rights that are owned or exclusively licensed by Remix or any of its Subsidiaries that are registered, filed, issued or

otherwise granted under the authority of, with or by any Governmental Authority, including all patents, registered copyrights and registered

trademarks and all applications and registrations for any of the foregoing.

“Remix Series A Preferred Stock”

means the preferred stock, $0.0001 par value per share, of Remix, designated as Series A Preferred Stock.

“Remix Series B Preferred Stock”

means the preferred stock, $0.0001 par value per share, of Remix, designated as Series B Preferred Stock.

“Remix Series Seed Preferred Stock”

means the preferred stock, $0.0001 par value per share, of Remix, designated as Series Seed Preferred Stock.

“Remix Service Provider” means

each Person who, as of the Effective Time, is an employee, non-employee director, advisor or independent contractor of Remix or any of

its Subsidiaries or who is otherwise an “employee” of Passage or its Subsidiaries for purposes of a registration statement

on Form S-8, in each case, as of the Effective Time.

“Remix Triggering Event” shall

be deemed to have occurred if: (i) Remix shall have failed to include in the Information Statement the Remix Board Recommendation,

(ii) the Remix Board or any committee thereof evaluating any Acquisition Proposal shall have made a Remix Board Adverse Recommendation

Change or approved, endorsed or recommended any Acquisition Proposal (other than with Passage), (iii) Remix shall have entered into

any letter of intent or similar document or any Contract relating to any Acquisition Proposal (other than an Acceptable Confidentiality

Agreement pursuant to Section 5.4) or (iv) the Remix Board or any committee thereof evaluating any Acquisition Proposal

shall have failed to recommend against any Acquisition Proposal that is a tender offer or exchange offer within 10 Business Days after

the commencement thereof.

“Remix Warrants” means outstanding

warrants to purchase shares of capital stock of Remix, issued pursuant to (i) the Remix Note Purchase Agreements and (ii) that

certain Convertible Promissory Note and Warrant Purchase Agreement, dated as of December 22, 2023, by and among Remix and the lenders

party thereto, as amended.

“Representatives” means, with

respect to any Person, such Person’s directors, officers, employees, agents, attorneys, accountants, investment bankers, advisors

and representatives.

“Reverse Stock Split” means

a reverse stock split of all outstanding shares of Passage Common Stock at a reverse stock split ratio as mutually agreed to by Passage

and Remix that is effected by Passage prior to the Effective Time.

“Sarbanes-Oxley Act” means

the Sarbanes-Oxley Act of 2002.

“SEC” means the United States

Securities and Exchange Commission.

“Securities Act” means the

Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsequent Transaction” means

any Acquisition Transaction (with all references to 20% in the definition of Acquisition Transaction being treated as references to 50%

for these purposes).

“Subsidiary” means, with respect

to a Person, an Entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or

indirectly, by such Person.

“Superior Offer” means an

unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction being treated

as references to 50% for these purposes) that: (i) was not obtained or made as a direct or indirect result of a breach of (or in

violation of) this Agreement and (ii) is on terms and conditions that the Remix Board or the Passage Board, as applicable, determines

in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof and the financing terms

and any termination or break-up fees and conditions to consummation thereof), as well as any written offer by the other Party to this

Agreement to amend the terms of this Agreement, and following consultation with its outside legal counsel and financial advisors, if

any, are more favorable, from a financial point of view, to Remix’s stockholders or Passage’s stockholders, as applicable,

than the terms of the Contemplated Transactions and is not subject to any financing conditions.

“Tax” means (i) any U.S.

federal, state or local or non-U.S. tax, including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added

tax, surtax, estimated tax, unemployment tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax,

business tax, withholding tax, imputed underpayment amount, payroll tax, customs duty, escheat, unclaimed property, alternative or add-on

minimum or other tax or similar charge (whether imposed directly or through withholding and whether or not disputed), and including any

fine, penalty, addition to tax, interest or additional amount imposed by a Governmental Authority with respect thereto (or attributable

to the nonpayment thereof) and (ii) any liability for payment of amounts described in clause (i) whether as a result of transferee

or successor liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, pursuant to a Contract,

through operation of Law or otherwise.

“Tax Return” means any return

(including any information return), report, statement, declaration, claim or refund, estimate, schedule, notice, notification, form,

election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed or required to

be filed with any Governmental Authority (or provided to a payee) in connection with the determination, assessment, collection or payment

of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax.

“Transaction Expenses” means,

with respect to a Party, the aggregate amount (without duplication) of all costs, fees, Taxes and expenses incurred by such Party or

any of its Subsidiaries (including Merger Sub), or for which such Party or any of its Subsidiaries are or may become liable in connection

with the Contemplated Transactions and the negotiation, preparation and execution of this Agreement or any other agreement, document,

instrument, filing, certificate, schedule, exhibit, letter or other document prepared or executed in connection with the Contemplated

Transactions, including (i) any fees and expenses of legal counsel and accountants, the maximum amount of fees and expenses payable

to financial advisors, investment bankers, brokers, consultants, tax advisors, transfer agents, proxy solicitor and other advisors of

such Party; (ii) the premiums, commissions and other fees paid or payable in connection with obtaining Passage’s D&O tail

policy as set forth in Section 5.15(d); and (iii) the CVR Fees.

“Treasury Regulations” means

the United States Treasury regulations promulgated under the Code.

“WARN Act” means the Worker

Adjustment and Retraining Notification Act of 1988, as amended, and any similar or related law.

(ii)            Each

of the following terms is defined in the Section set forth opposite such term:

Term

Section

Access Exceptions

5.3(a)

Access Exception Efforts

5.3(b)

Accounting Firm

2.8(e)

Agreement

Preamble

Allocation Certificate

5.22

Amended and Restated Passage Charter

2.3(c)

Anticipated Closing Date

2.8(a)

Assumed Option

2.4(h)

Capitalization Date

3.6(a)

Cash Determination Time

2.8(a)

Certificate of Merger

2.1

Closing

2.2

Closing Date

2.2

Code

Recitals

Costs

5.15(a)

CVR

2.5(a)

CVR Agreement

2.5(a)

CVR Fees

2.5(b)

Term

Section

D&O Indemnified Parties

5.15(a)

D&O tail policy

5.15(d)

Delivery Date

2.8(a)

Dispute Notice

2.8(b)

Disqualifying Event

4.22

Drug Regulatory Agency

3.14(c)

Effective Time

2.1

Exchange Agent

2.7(a)

FDA

3.14(c)

FDCA

3.14(c)

Final Passage Net Cash

2.8(c)

Form S-4

5.7(a)

Information Statement

5.8(a)

Intended Tax Treatment

Recitals

Legacy Assets

5.6(a)

Legacy Asset Disposition

5.6(a)

Liability

3.9

Merger

Recitals

Merger Sub

Preamble

Merger Sub Board

Recitals

Nasdaq Issuance Proposal

Recitals

Ordinary Course Agreement

3.16(f)

Outside Date

8.1(b)

Passage

Preamble

Passage Board

Recitals

Passage Board Adverse Recommendation Change

5.9(b)

Passage Board Recommendation

5.9(b)

Passage Certifications

4.7(a)

Passage Charter Amendment Proposal

Recitals

Passage Closing Certificate

6.2(d)

Passage Common Stock

4.6(a)

Passage Designee

5.19(a)(i)

Passage Disclosure Schedule

Article IV

Passage IT Systems

4.23(b)

Passage Lock-Up Agreements

Recitals

Passage Material Contract

4.13(a)

Passage Net Cash Calculation

2.8(a)

Passage Net Cash Schedule

2.8(a)

Passage Permits

4.14(b)

Passage Preferred Stock

4.6(a)

Passage Privacy Policies

4.23(a)

Passage Product Candidates

4.14(d)

Passage Real Estate Leases

4.11

Passage Regulatory Permits

4.14(d)

Passage Stockholder Matters

5.9(a)

Term

Section

Passage Stockholder Meeting

5.9(a)

Passage Stockholder Support Agreement

Recitals

Passage 401(k) Plan

5.28

PHSA

3.14(c)

Pre-Closing Distribution

2.5(a)

Pre-Closing Period

5.1

Proxy Statement

5.7(a)

Registration Statement

5.7(a)

Remix

Preamble

Remix Board

Recitals

Remix Board Recommendation

5.8(c)

Remix Certification

3.7(a)

Remix Charter Amendment

Recitals

Remix Closing Certificate

6.3(d)

Remix Convertible Notes Conversion

2.4(a)

Remix Disclosure Schedule

Article III

Remix Financial Statements

3.7(a)

Remix IT Systems

3.22(b)

Remix Lock-Up Agreements

Recitals

Remix Material Contract

3.13(a)

Remix Permits

3.14(b)

Remix Note Purchase Agreement (2026)

Recitals

Remix Preferred Stock Conversion

2.4(b)

Remix Privacy Policies

3.22(a)

Remix Product Candidates

3.14(d)

Remix Real Estate Leases

3.11

Remix Regulatory Permits

3.14(d)

Remix Stockholder Support Agreement

Recitals

Remix Stockholder Written Consents

Recitals

Remix Unaudited Balance Sheet

3.7(a)

Remix Unaudited Financial Statements

3.7(a)

Required Passage Stockholder Vote

4.4

Required Remix Stockholder Vote

3.4

Response Date

2.8(b)

Reverse Stock Split Proposal

5.9(a)

RSU Withholding Amount

5.13

Spun-Off Plan

5.28

Subscription Agreement

Recitals

Surviving Corporation

2.1

Transfer Tax

5.16(a)

1.2            Other

Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and

words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

References to Sections, Exhibits and Schedules are to Sections, Exhibits and Schedules of this Agreement unless otherwise specified.

Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this

Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular, the masculine

gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter

gender shall include the masculine and feminine genders. Whenever the words “include,” “includes” or “including”

are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are

in fact followed by those words or words of like import. The word “or” is not exclusive. “Writing,” “written”

and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References

to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time in accordance with

the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References to any

statute are to that statute and to the rules and regulations promulgated thereunder, in each case as amended, modified, re-enacted

thereof, and substituted, from time to time. References to “$” and “dollars” are to the currency of the United

States. All accounting terms used herein will be interpreted, and all accounting determinations hereunder will be made, in accordance

with GAAP unless otherwise expressly specified. References from or through any date shall mean, unless otherwise specified, from and

including or through and including, respectively. All references to “days” shall be to calendar days unless otherwise indicated

as a “Business Day.” Except as otherwise specifically indicated, for purposes of measuring the beginning and ending of time

periods in this Agreement (including for purposes of “Business Day” and for hours in a day or Business Day), the time at

which a thing, occurrence or event shall begin or end shall be deemed to occur in the Eastern time zone of the United States. The Parties

agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied

in the construction or interpretation of this Agreement. The Parties agree that the Remix Disclosure Schedule or the Passage Disclosure

Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained

in Article III or Article IV respectively. The disclosures in any section or subsection of the Remix Disclosure

Schedule or the Passage Disclosure Schedule shall qualify other sections and subsections in Article III or Article IV

respectively, to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other

sections and subsections. The words “delivered” or “made available” mean, with respect to any documentation,

(a) that prior to 5:00 p.m. (New York City time) on the date that is the day prior to the date of this Agreement, a copy of

such material has been posted to and made available by a Party to the other Party and its Representatives in the electronic data room

maintained by such disclosing Party for the purposes of the Contemplated Transactions or (b) delivered by or on behalf of a Party

or its Representatives to the other Party or its Representatives via electronic mail prior to the execution of this Agreement. The inclusion

of any information in the Remix Disclosure Schedule or Passage Disclosure Schedule (or any update thereto) shall not be deemed to be

an admission or acknowledgement, in and of itself, that such information is required by the terms hereof to be disclosed, is material,

has resulted in or would result in a Remix Material Adverse Effect or Passage Material Adverse Effect, as the case may be, or is outside

the Ordinary Course of Business.

Article II

THE MERGER

2.1            The

Merger. Upon the terms and subject to the conditions set forth in this Agreement and subject to the applicable provisions of Delaware

Law, at the Closing, Passage and Remix shall cause Merger Sub to be merged with and into Remix, whereupon the separate existence of Merger

Sub shall cease and Remix shall continue as the Surviving Corporation of the Merger and as a wholly owned subsidiary of Passage (the

“Surviving Corporation”). At the Closing, Passage and Remix shall cause the Merger to be consummated and effective

under Delaware Law by executing and filing with the Secretary of State of the State of Delaware a certificate of merger, satisfying the

applicable requirements of Delaware Law and in a form to be mutually agreed upon by the Parties prior to the Closing (the “Certificate

of Merger”). The Merger shall become effective at the time of the filing of such Certificate of Merger and the acceptance by

the Secretary of State of the State of Delaware, or at such later time as may be specified in such Certificate of Merger with the consent

of Passage and Remix (the time as of which the Merger becomes effective being referred to as the “Effective Time”).

2.2            Closing.

Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the consummation of the Merger (the “Closing”)

shall take place remotely, (a) no later than the second Business Day after all the conditions precedent set forth in Article VI

shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing (provided

such conditions would be so satisfied)) or (b) at such other time, date and place as the Parties may mutually agree upon in writing.

The date on which the Closing actually takes place is referred to as the “Closing Date”.

2.3            Organizational

Documents; Directors and Officers.

(a)            Certificate

of Incorporation of the Surviving Corporation. At the Effective Time, the Amended and Restated Certificate of Incorporation of Remix

as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth in Exhibit E,

and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided

by Delaware Law.

(b)            Bylaws

of the Surviving Corporation. Passage and Remix shall take all actions necessary so that, at the Effective Time, the bylaws of Merger

Sub, as in effect immediately prior to the Effective Time, shall become the bylaws of the Surviving Corporation (with the name of Remix

Operations, Inc. as the Surviving Corporation’s name) until thereafter amended in accordance with Delaware Law and as provided

in the Surviving Corporation’s Organizational Documents.

of Incorporation of Passage. At the Effective Time, Passage shall file an amended and restated certificate of incorporation to (i) change

the name of Passage to “Remix Therapeutics, Inc.,” (ii) if Passage and Remix mutually agree to complete the Reverse

Stock Split, effect the Reverse Stock Split and (iii) make such other changes as shall be mutually agreed upon by Passage and Remix

and adopted at the Passage Stockholder Meeting (the certificate of incorporation, as amended and restated, the “Amended and

Restated Passage Charter”).

(d)            Bylaws

of Passage. At the Effective Time, the Passage and the Passage Board shall take all actions necessary to amend and restate its Amended

and Restated Bylaws in the form agreed to by Passage and Remix.

(e)            Directors

and Officers. The directors and officers, each to hold office in accordance with the provisions of Delaware Law and the Surviving

Corporation’s Organizational Documents immediately after the Effective Time, shall be as set forth in Section 5.19.

2.4            Conversion

of Remix Convertible Notes; Effect on Shares; Treatment of Remix Options and Remix Warrants.

(a)            All

Remix Convertible Notes shall be converted into shares of Remix Common Stock as of immediately prior to the Effective Time in accordance

with, and pursuant to the terms and conditions of, the Remix Convertible Notes (the “Remix Convertible Notes Conversion”).

(b)            All

Remix Preferred Stock shall be converted into shares of Remix Common Stock as of immediately prior to the Effective Time in accordance

with, and pursuant to the terms and conditions of, the Organizational Documents of Remix (the “Remix Preferred Stock Conversion”).

the Effective Time (after giving effect to the Remix Preferred Stock Conversion and the Remix Convertible Notes Conversion), by virtue

of the Merger and without any further action on the part of Passage, Merger Sub, Remix or any stockholder of Remix, subject to Section 2.4(e),

the Remix Common Stock outstanding immediately prior to the Effective Time (excluding (i) Remix Common Stock issued in the Concurrent

Financing, (ii) Remix Common Stock held by Remix as treasury stock or by Passage or any of its direct or indirect subsidiaries as

of immediately prior to the Effective Time (“Remix Treasury Shares”) and (iii) Dissenting Remix Shares) shall

be converted solely into the right to receive a number of shares of Passage Common Stock equal to the amount of Remix Merger Shares multiplied

by the applicable stockholder’s percentage interest in Remix Outstanding Shares as set forth on the Allocation Certificate and,

if any such Remix Common Stock is unvested or is subject to a repurchase option or a risk of forfeiture under any applicable restricted

stock, restricted stock unit award agreement or other similar agreement with Remix, then the shares of Passage Common Stock issued in

exchange for such Remix Common Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture.

(d)            At

the Effective Time, by virtue of the Merger and without further action on the part of Passage, Merger Sub, Remix or any stockholder of

Remix, (i) subject to Section 2.4(e), the Remix Common Stock issued in the Concurrent Financing shall be converted solely

into the right to receive a number of shares of Passage Common Stock equal to the amount of Concurrent Financing Merger Shares multiplied

by the percentage of the Concurrent Financing Proceeds represented by the applicable stockholder’s investment in the Concurrent

Financing, as set forth on the Allocation Certificate and (ii) the Remix Treasury Shares will automatically be cancelled and extinguished

without any conversion thereof or consideration paid therefor.

(e)            No

fractional shares of Passage Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional

shares shall be issued, with no cash being paid for any fractional share eliminated by such rounding. Any fractional shares of Passage

Common Stock a holder of Remix Common Stock would otherwise be entitled to receive shall be aggregated together first prior to eliminating

any remaining fractional share.

(f)            At

the Effective Time, by virtue of the Merger and without any further action on the part of Passage, Merger Sub, Remix or any stockholder

of Remix, each share of common stock, $0.001 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective

Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, $0.0001 par value

per share, of the Surviving Corporation. If applicable, each stock certificate of Merger Sub evidencing ownership of any such shares

shall, as of the Effective Time, evidence ownership of such shares of common stock of the Surviving Corporation until presented for transfer

or exchange.

(g)            If,

between the date of this Agreement and the Effective Time, the outstanding Remix Common Stock or Passage Common Stock shall have been

changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification,

recapitalization, split, combination (including the effects of the Reverse Stock Split and the filing the Amended and Restated Passage

Charter, to the extent the effects of the Reverse Stock Split and the effects of filing the Amended and Restated Passage Charter have

not previously been taken into account in calculating the Remix Merger Shares) or exchange of shares or other like change, Remix Merger

Shares shall, to the extent necessary, be equitably adjusted to reflect such change to the extent necessary to provide the holders of

Remix Common Stock and Passage Common Stock with the same economic effect as contemplated by this Agreement prior to such stock dividend,

subdivision, reclassification, recapitalization, split, combination or exchange of shares or other like change; provided, however,

that nothing herein will be construed to permit Remix or Passage to take any action with respect to Remix Common Stock or Passage Common

Stock, respectively, that is prohibited or not expressly permitted by the terms of this Agreement.

(h)            Each

Remix Option outstanding immediately prior to the Effective Time and held by a Remix Service Provider shall automatically without any

further action on the part of Passage, Merger Sub, Remix or any holder of a Remix Option, be converted, at the Effective Time, into an

option (an “Assumed Option”) to acquire, on the same terms and conditions (including the same vesting and exercisability

terms and conditions) as were applicable under the Remix Equity Plan and option agreement applicable to such Remix Option immediately

prior to the Effective Time, the number of shares of Passage Common Stock determined by multiplying the number of shares of Remix Common

Stock subject to such Remix Option immediately prior to the Effective Time by the Remix Exchange Ratio, rounding down to the nearest

whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Remix Option immediately

prior to the Effective Time by the Remix Exchange Ratio, rounding up to the nearest whole cent; provided that the conversion of

the Remix Options will be made in a manner consistent with Treasury Regulations Section 1.424-1, such that the conversion will not

constitute a “modification” of such Remix Options for purposes of Section 409A or Section 424 of the Code. As of

the Effective Time, Passage will assume the Remix Equity Plan.

(i)            At

the Effective Time, each Remix Warrant that is issued and outstanding as of immediately prior to the Effective Time shall be treated

in accordance with its terms and conditions.

(j)            As

soon as reasonably practicable following the Closing Date (but in no event later than five (5) Business Days after Passage first

becomes eligible to use Form S-8 for the assumed Remix Options), Passage will file an appropriate registration statement on Form S-8

(or such other appropriate form, if required) with respect to the offering of the shares of Passage Common Stock issuable upon the exercise

of the assumed Remix Options and will use reasonable best efforts to maintain the effectiveness of registration statement thereafter

for so long as any of such Remix Options remain outstanding.

2.5            Contingent

Value Right.

(a)            Prior

to the Effective Time, Passage shall declare a distribution (the “Pre-Closing Distribution”) of contingent value rights

(each, a “CVR”) to the holders of record of Passage Common Stock as of the record date for the Pre-Closing Distribution.

Each such holder shall be entitled to receive one CVR for each outstanding share of Passage Common Stock held by such holder as of such

date (less applicable withholding Taxes). Each CVR shall represent the right to receive contingent payments upon the occurrence of certain

events set forth in, and subject to and in accordance with the terms and conditions of, the Contingent Value Rights Agreement in the

form attached hereto as Exhibit F, to be entered into between Passage and Computershare Trust Company, N.A. (or such other

nationally recognized rights agent agreed to between Passage and Remix) (the “Rights Agent”), with such revisions

thereto requested by the Rights Agent that are not, individually or in the aggregate, materially detrimental to the holders of CVRs and

reasonably acceptable to Passage and Remix (the “CVR Agreement”). The record date for the Pre-Closing Distribution

shall be the close of business on the last Business Day prior to the day on which the Effective Time occurs and the payment date for

the Pre-Closing Distribution shall be three (3) Business Days after the Effective Time; provided that the payment of such

distribution may be conditioned upon the occurrence of the Effective Time. In connection with the Pre-Closing Distribution, Passage shall

cause the CVR Agreement to be duly authorized, executed and delivered by Passage and the Exchange Agent.

(b)            Passage

agrees to pay all costs and fees associated with any action contemplated by this Section 2.5 (the “CVR Fees”).

2.6            Closing

of Remix’s Transfer Books. At the Effective Time: (a) all Remix Common Stock outstanding immediately prior to the Effective

Time shall be treated in accordance with Section 2.4(c) and Section 2.4(d), as applicable, and all holders

of certificates representing Remix Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any

rights as stockholders of Remix (other than the right to receive Remix Merger Shares or, in the case of Dissenting Remix Shares, the

rights pursuant to Section 2.11) and (b) the stock transfer books of Remix shall be closed with respect to all Remix

Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such Remix Common Stock shall be made on

such stock transfer books after the Effective Time.

2.7            Surrender

of Remix Common Stock.

(a)            On

or prior to the Closing Date, Passage and Remix shall jointly select a reputable bank, transfer agent or trust company to act as exchange

agent in the Merger (the “Exchange Agent”). At the Effective Time, Passage shall deposit with the Exchange Agent evidence

of book-entry shares representing the shares of Passage Common Stock issuable pursuant to Section 2.4(c) and Section 2.4(d),

as applicable, in exchange for Remix Common Stock.

(b)            Promptly

after the Effective Time, the Parties shall cause the Exchange Agent to mail to the Persons who were record holders of Remix Common Stock

that were converted into the right to receive Remix Merger Shares: (i) a letter of transmittal in customary form and containing

such provisions as Passage may reasonably specify and (ii) instructions for effecting the surrender of Remix Common Stock in exchange

for book-entry shares of Passage Common Stock. Upon delivery of a duly executed letter of transmittal and such other documents as may

be reasonably required by the Exchange Agent or Passage, the holder of such Remix Common Stock shall be entitled to receive in exchange

therefor book-entry shares representing Remix Merger Shares (in a number of whole shares of Passage Common Stock) that such holder has

the right to receive pursuant to the provisions of Section 2.4(c) and Section 2.4(d), as applicable.

dividends or other distributions declared or made with respect to Passage Common Stock with a record date after the Effective Time shall

be paid to the holder of any Remix Common Stock with respect to the shares of Passage Common Stock that such holder has the right to

receive in the Merger until such holder delivers a duly executed letter of transmittal (at which time (or, if later, on the applicable

payment date) such holder shall be entitled, subject to the effect of applicable abandoned property, escheat or similar Laws, to receive

all such dividends and distributions, without interest).

(d)            Any

shares of Passage Common Stock deposited with the Exchange Agent that remain undistributed to holders of Remix Common Stock as of the

date that is 180 days after the Closing Date shall be delivered to Passage upon demand, and any holders of Remix Common Stock who have

not theretofore delivered a duly executed letter of transmittal in accordance with this Section 2.7 (other than holders of

Remix Treasury Shares or Dissenting Remix Shares) shall thereafter look only to Passage for satisfaction of their claims for Passage

Common Stock and any dividends or distributions with respect to shares of Passage Common Stock.

(e)            No

Party shall be liable to any holder of any Remix Common Stock or to any other Person with respect to any shares of Passage Common Stock

(or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable

abandoned property Law, escheat Law or similar Law.

2.8            Calculation

of Net Cash.

(a)            Not

less than ten (10) Business Days prior to the anticipated date for Closing as mutually agreed to in good faith by Passage and Remix

(the “Anticipated Closing Date”), Passage will deliver to Remix a schedule (the “Passage Net Cash Schedule”,

and the date of delivery of the Passage Net Cash Schedule, the “Delivery Date”) setting forth, in reasonable detail,

Passage’s good faith, estimated calculation of Passage Net Cash (the “Passage Net Cash Calculation”) as of the

close of business on the Closing Date (the “Cash Determination Time”) prepared and certified by Passage’s chief

financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Passage).

Passage shall make available to Remix (electronically to the greatest extent possible), as reasonably requested by Remix, the work papers

and back-up materials used or useful in preparing the Passage Net Cash Schedule (including, with respect to Transaction Expenses, estimated

final invoices and current accounts receivable from each advisor to Passage) and, if reasonably requested by Remix, Passage’s accountants

and counsel at reasonable times and upon reasonable notice. The Passage Net Cash Calculation shall include Passage’s determination,

as of the Cash Determination Time, of the defined terms in Section 1.1 necessary to calculate Remix Merger Shares. Set forth

on Section 2.8(a) of the Passage Disclosure Schedule is an illustrative example of a Passage Net Cash calculation calculated

on a hypothetical basis as of the date described therein.

(b)            Within

five (5) Business Days after the Delivery Date (the last day of such period, the “Response Date”), Remix shall

have the right to dispute any part of the Passage Net Cash Calculation by delivering a written notice to that effect to Passage (a “Dispute

Notice”). Any Dispute Notice shall identify in reasonable detail, to the extent known, the nature and amounts of any proposed

revisions to the Passage Net Cash Calculation.

on or prior to the Response Date, Remix notifies Passage in writing that it has no objections to the Passage Net Cash Calculation or,

if prior to 5:00 p.m. (New York City time) on the Response Date, Remix has failed to deliver a Dispute Notice as provided in Section 2.8(b),

then the Passage Net Cash Calculation as set forth in the Passage Net Cash Schedule shall be deemed to have been finally determined for

purposes of this Agreement and to represent the Passage Net Cash at the Cash Determination Time (the “Final Passage Net Cash”)

for purposes of this Agreement.

(d)            If

Remix delivers a Dispute Notice on or prior to 5:00 p.m. (New York City time) on the Response Date, then Representatives of Passage

and Remix shall promptly, and in no event later than one calendar day after the Response Date, meet and attempt in good faith to resolve

the disputed item(s) and negotiate an agreed-upon determination of Passage Net Cash, which agreed upon Passage Net Cash amount shall

be deemed to have been finally determined for purposes of this Agreement and to represent the Final Passage Net Cash for purposes of

this Agreement.

(e)            If

Representatives of Passage and Remix are unable to negotiate an agreed-upon determination of Final Passage Net Cash pursuant to Section 2.8(d) within

two (2) calendar days after delivery of the Dispute Notice (or such other period as Passage and Remix may mutually agree upon),

then any remaining disagreements as to the calculation of Passage Net Cash shall be referred to an independent auditor of recognized

national standing jointly selected by Passage and Remix or another independent auditor of recognized national standing mutually agreed

upon by Passage and Remix (the “Accounting Firm”). Passage shall promptly deliver to the Accounting Firm all work

papers and back-up materials used in preparing the Passage Net Cash Schedule, and Passage and Remix shall use commercially reasonable

efforts to cause the Accounting Firm to make its determination within five (5) calendar days of accepting its selection. Passage

and Remix shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to

discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without

the presence of a Representative of each of Passage and Remix. The determination of the Accounting Firm shall be limited to the disagreements

submitted to the Accounting Firm. The determination of the amount of Passage Net Cash made by the Accounting Firm shall be made in writing

delivered to each of Passage and Remix, shall be final and binding on Passage and Remix and shall be deemed to have been finally determined

for purposes of this Agreement and to represent the Final Passage Net Cash for purposes of this Agreement. The Parties shall delay the

Closing until the resolution of the matters described in this Section 2.8(e). The fees and expenses of the Accounting Firm

shall be allocated between Passage and Remix in the same proportion that the disputed amount of the Passage Net Cash that was unsuccessfully

disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Passage Net Cash amount

and such portion of the costs and expenses of the Accounting Firm borne by Remix and any other fees, costs or expenses incurred by Remix

following the Anticipated Closing Date in connection with the procedures set forth in this Section 2.8(e) shall be deducted

from the final determination of the amount of Passage Net Cash. If this Section 2.8(e) applies as to the determination

of the Final Passage Net Cash described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(e),

the Parties shall not be required to determine Passage Net Cash again even though the Closing Date may occur later than the Anticipated

Closing Date.

2.9            Further

Action. If, at any time after the Effective Time, any further action is determined by the Surviving Corporation to be necessary or

desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation with full right, title and possession of and

to all rights and property of Remix, then the officers and managers of the Surviving Corporation shall be fully authorized, and shall

use their commercially reasonable efforts (in the name of Remix, in the name of Merger Sub, in the name of the Surviving Corporation

and otherwise) to take such action.

2.10          Withholding.

Each of the Exchange Agent, Passage and the Surviving Corporation and any other applicable withholding agent (each, a “Withholding

Agent”) shall be entitled to deduct and withhold from any consideration deliverable pursuant to this Agreement (including the

Pre-Closing Distribution) such amounts as are required to be deducted or withheld from such consideration under the Code or under any

other applicable Law; provided, however, that if a Withholding Agent determines that any payment in connection with the

Contemplated Transactions is subject to deduction and/or withholding, then, except with respect to compensatory payments, the Pre-Closing

Distribution or as a result of a failure to deliver the certificate described in Section 5.16(b), such Withholding Agent

shall use commercially reasonable efforts to (i) provide reasonable advance notice to such recipient of any required deduction or

withholding and (ii) reasonably cooperate with such recipient to reduce or eliminate any such deduction and/or withholding. To the

extent such amounts are so deducted or withheld, such amounts shall be (i) timely remitted to the appropriate Governmental Authority,

and (ii) treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have

been paid.

2.11          Statutory

Rights of Appraisal.

(a)            Notwithstanding

anything to the contrary set forth in this Agreement, if required by Delaware Law (but only to the extent required thereby), all shares

of Remix Common Stock that are issued and outstanding as of immediately prior to the Effective Time (other than the Remix Treasury Shares)

and held by any Person (or beneficially owned by a “beneficial owner” of shares of Remix Common Stock held either in a voting

trust or by a nominee on behalf of the beneficial owner) who has neither voted in favor of the Merger nor consented thereto in writing

and who is entitled to demand and has properly and validly exercised their statutory rights of appraisal in respect of such shares of

Remix Common Stock in accordance with Section 262 of Delaware Law (collectively, the “Dissenting Remix Shares”)

will not be converted into, or represent the right to receive, the shares of Passage Common Stock that such holder has the right to receive

in the Merger pursuant to Section 2.4. Holders or beneficial owners of Dissenting Remix Shares will be entitled to receive

payment of the appraised value of such Dissenting Remix Shares in accordance with the provisions of Section 262 of Delaware Law

(it being understood and acknowledged that such Dissenting Remix Shares shall no longer be outstanding, shall automatically be cancelled

and shall cease to exist, and such holder or beneficial owner shall cease to have any rights with respect thereto other than the right

to receive the appraised value of such Dissenting Remix Shares to the extent afforded by Section 262 of Delaware Law), except that

all Dissenting Remix Shares held or beneficially owned by any Person who shall have failed to perfect or who shall have effectively withdrawn,

waived or lost their rights to appraisal of such Dissenting Remix Shares pursuant to Section 262 of Delaware Law will thereupon

be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the shares

of Passage Common Stock that such holder has the right to receive in the Merger, without interest thereon, upon such holder’s compliance

with the requirements set forth in Section 2.7(b).

(b)            Remix

will give Passage prompt notice of any demands for appraisal received by Remix, withdrawals of such demands and any other instruments

served pursuant to Delaware Law and received by Remix in respect of Dissenting Remix Shares or otherwise asserting any dissenters’

rights or rights of appraisal in respect of Remix Common Stock.

Article III

REPRESENTATIONS AND WARRANTIES OF REMIX

Except as set forth in the

written disclosure schedule delivered by Remix to Passage (the “Remix Disclosure Schedule”), Remix represents and

warrants to Passage and Merger Sub as follows:

3.1            Due

Organization; Subsidiaries.

(a)            Remix

is a corporation or other legal entity duly incorporated or otherwise organized, validly existing and in good standing under the Laws

of the jurisdiction of its incorporation or organization and has all necessary power and authority: (i) to conduct its business

in the manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner

in which its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts

by which it is bound.

(b)            Each

of Remix and its Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction),

under the Laws of all jurisdictions where the nature of its business and the manner in which its business is currently being conducted

requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate

would not be reasonably expected to have a Remix Material Adverse Effect.

as set forth on Section 3.1(c) of the Remix Disclosure Schedule, Remix has no Subsidiaries and Remix does not directly

or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature in, or control, directly or

indirectly, any other Entity. Remix is not and has not otherwise been, directly or indirectly, a party to, member of or participant in

any partnership, joint venture or similar business entity. Remix has not agreed and is not obligated to make, nor is Remix bound by any

Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Remix has

not, at any time, been a general partner of, and has not otherwise been liable for any of the debts or other obligations of, any general

partnership, limited partnership or other Entity.

3.2            Organizational

Documents. Remix has delivered to Passage accurate and complete copies of Remix’s Organizational Documents. Remix is not in

breach or violation of its Organizational Documents in any material respect.

3.3            Authority;

Binding Nature of Agreement. Remix has all necessary corporate power and authority to enter into and, subject to obtaining the Required

Remix Stockholder Vote, to perform its obligations under this Agreement and to consummate the Contemplated Transactions. The Remix Board

(at meetings duly called and held) has (a) determined that the Contemplated Transactions are fair to, advisable and in the best

interests of Remix and its stockholders, (b) approved and declared advisable this Agreement and the Contemplated Transactions and

(c) determined to recommend the Remix Board Recommendation to the stockholders of Remix. This Agreement has been duly executed and

delivered by Remix and assuming the due authorization, execution and delivery by Passage and Merger Sub, constitutes the legal, valid

and binding obligation of Remix, enforceable against Remix in accordance with its terms, subject to the Enforceability Exceptions.

3.4            Vote

Required. The affirmative vote of the holders of at least (i) a majority in voting power of the shares of Remix Capital Stock

outstanding on the record date and (ii) a majority in voting power of the shares of Remix Preferred Stock, voting together as a

single class on an as-converted basis, outstanding on the record date (together, the “Required Remix Stockholder Vote”),

is the only vote of the holders of any class or series of Remix Capital Stock necessary to adopt and approve this Agreement and approve

the Contemplated Transactions.

3.5            Non-Contravention;

Consents.

(a)            Subject

to obtaining the Required Remix Stockholder Vote and the filing of the Certificate of Merger and the Remix Charter Amendment as required

by Delaware Law, neither (x) the execution, delivery or performance of this Agreement by Remix, nor (y) the consummation of

the Contemplated Transactions, will directly or indirectly (with or without notice or lapse of time):

(i)             contravene,

conflict with or result in a violation of any of the provisions of the Organizational Documents of Remix or its Subsidiaries;

(ii)            contravene,

conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated

Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Remix or its Subsidiaries, or any of

the assets owned or used by Remix or its Subsidiaries, is subject;

(iii)           contravene,

conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right

to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Remix or its Subsidiaries or

that otherwise relates to the business of Remix, or any of the assets owned, leased or used by Remix;

(iv)           contravene,

conflict with or result in a violation or breach of, or result in a default under, any provision of any Remix Material Contract, or give

any Person the right to: (A) declare a default or exercise any remedy under any Remix Material Contract, (B) any material payment,

rebate, chargeback, penalty or change in delivery schedule under any such Remix Material Contract, (C) accelerate the maturity or

performance of any Remix Material Contract or (D) cancel, terminate or modify any term of any Remix Material Contract, except in

the case of any nonmaterial breach, default, penalty or modification; or

(v)            result

in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Remix or its Subsidiaries (except

for Permitted Encumbrances).

(b)            Except

for (i) any Consent set forth on Section 3.5(a) of the Remix Disclosure Schedule under any Remix Contract, (ii) the

Required Remix Stockholder Vote, (iii) the filing of the Certificate of Merger and the Remix Charter Amendment with the Secretary

of State of the State of Delaware pursuant to Delaware Law, (iv) any filing that may be required under the HSR Act and any other

applicable Antitrust Laws or competition, investment or similar Laws and (v) such consents, waivers, approvals, orders, authorizations,

registrations, declarations and filings as may be required under applicable federal and state securities laws, neither Remix nor any

of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent from, any Person

in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of the Contemplated

Transactions.

Remix Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained

in Section 203 of Delaware Law are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to

the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or purports to apply to the

Merger, this Agreement or any of the other Contemplated Transactions.

3.6            Capitalization.

(a)            The

authorized capital stock of Remix consists of (i) 162,000,000 shares of Remix Common Stock, of which 7,833,976 shares have been

issued and are outstanding as of the close of business on June 22, 2026 (the “Capitalization Date”), and (ii) 124,133,326

shares of Remix Preferred Stock, of which (A) 17,964,705 shares have been designated Remix Series Seed Preferred Stock, all

of which shares have been issued and are outstanding as of the Capitalization Date, (B) 35,714,365 shares have been designated Remix

Series A Preferred Stock, of which 35,661,683 shares have been issued and are outstanding as of the Capitalization Date and (C) 70,454,256

shares have been designated Remix Series B Preferred Stock, of which 64,509,877 shares have been issued and are outstanding as of

the Capitalization Date. Remix does not hold any shares of its capital stock in its treasury as of the Capitalization Date. Since the

Capitalization Date through the date of this Agreement, other than in connection with the settlement or exercise, as applicable, of Remix

Options outstanding as of the Capitalization Date and included in Section ‎3.6(c) of the Remix Disclosure Schedule,

neither Remix nor any of its Subsidiaries has issued any shares of capital stock or other securities of Remix. Each share of Remix Preferred

Stock is convertible into one share of Remix Common Stock. There are no declared or accrued but unpaid dividends with respect to any

shares of the Remix Capital Stock and Remix has never declared or paid any dividend or other distribution.

(b)            All

of the outstanding shares of Remix Capital Stock have been duly authorized and validly issued, are fully paid and nonassessable and are

free of any Encumbrances other than under applicable securities Laws. None of the outstanding shares of Remix Capital Stock is entitled

or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding shares

of Remix Capital Stock is subject to any right of first refusal in favor of Remix. Except as contemplated herein, there is no Remix Contract

relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or

granting any option or similar right with respect to), any shares of Remix Capital Stock. Remix is not under any obligation, nor is Remix

bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of

Remix Capital Stock or other securities. Section 3.6(b) of the Remix Disclosure Schedule accurately and completely describes

all repurchase rights held by Remix with respect to shares of Remix Capital Stock (including shares issued pursuant to the exercise of

stock options) and specifies which of those repurchase rights are currently exercisable. The shares of Remix Capital Stock are uncertificated.

for the Remix Equity Plan and the Remix Options granted thereunder, Remix does not have any stock incentive plan or any other plan, program,

agreement or arrangement providing for any equity or equity-based compensation for any Person and there were no other equity or equity-based

awards outstanding as of the date of this Agreement. As of the date of this Agreement, Remix has reserved 23,696,650 shares of Remix

Common Stock for issuance under the Remix Equity Plan, of which 260,796 shares of Remix Common Stock have been issued and are outstanding

pursuant to restricted stock purchase agreements, 1,976,340 shares of Remix Common Stock have been issued and are outstanding pursuant

to the exercise of Remix Options, 17,638,267 shares of Remix Common Stock are subject to outstanding Remix Options, and 3,821,247 shares

of Remix Common Stock remain available for future grant pursuant to the Remix Equity Plan. Section ‎3.6(c) of the

Remix Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each outstanding Remix Option, including:

(i) the name of the holder, (ii) the number of shares of Remix Common Stock subject to such Remix Option, (iii) the exercise

price of each Remix Option, (iv) the date on which such Remix Option was issued, (v) the applicable vesting schedule, including

any acceleration provisions, and the number of vested and unvested shares, (vi) the expiration date, as applicable, and (vii) whether

the Remix Option is intended to be an “incentive stock option” (as defined in the Code) or a non-qualified stock option.

Remix has made available to Passage accurate and complete copies of the following: (A) the Remix Equity Plan, (B) the standard

form of agreement evidencing Remix Options; and (C) each agreement evidencing a Remix Option that does not conform in all material

respects to the standard form agreement. Section 3.6(c) of the Remix Disclosure Schedule sets forth, as of the date of this Agreement,

the type and amount of Remix Capital Stock issuable upon exercise of the outstanding Remix Warrants.

(d)            Except

as set forth on Section 3.6(c) of the Remix Disclosure Schedule, as of the Capitalization Date there is no: (i) outstanding

subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other

securities of Remix, (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable

for any shares of the capital stock or other securities of Remix, (iii) stockholder rights plan (or similar plan commonly referred

to as a “poison pill”) or Contract under which Remix is or may become obligated to sell or otherwise issue any shares of

its capital stock or any other securities or (iv) condition or circumstance that may give rise to or provide a basis for the assertion

of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities

of Remix.

(e)            All

outstanding shares of Remix Capital Stock, Remix Options, Remix Warrants, Remix Convertible Notes and other securities of Remix have

been issued and granted in compliance with (i) all applicable securities laws and other applicable Law and (ii) all requirements

set forth in applicable Contracts.

3.7            Financial

Statements.

(a)            Section 3.7(a) of

the Remix Disclosure Schedule includes true and complete copies of (i) the Remix Balance Sheet and the related audited statement

of income, cash flow and changes in stockholders’ equity for the year ended December 31, 2024 (the “Remix Audited

Financial Statements”), (ii) Remix’s unaudited balance sheet and the related unaudited statement of income, cash

flow and changes in stockholders’ equity for the year ended December 31, 2025 (the “Remix Unaudited Financial Statements”),

and (iii) Remix’s unaudited balance sheet (the “Remix Unaudited Balance Sheet”) and the related unaudited

statement of income, cash flow and changes in stockholders’ equity for the three (3) months ended March 31, 2026 (the

“Remix Interim Financial Statements” and collectively, with the Remix Audited Financial Statements and the Remix Unaudited

Financial Statements, the “Remix Financial Statements”).

(b)            The

Remix Financial Statements (i) were prepared in accordance with GAAP (except (x) as may be indicated in the notes thereto,

(y) the Remix Unaudited Financial Statements and the Remix Interim Financial Statements may not contain all footnotes required by

GAAP, and (z) the Remix Interim Financial Statements are subject to normal and recurring year-end adjustments that are not reasonably

expected to be material in amount) applied on a consistent basis unless otherwise noted therein throughout the periods indicated and

(ii) fairly present, in all material respects, the financial position of Remix as of the respective dates thereof and the results

of operations and cash flows of Remix for the periods covered thereby. The Remix Audited Financial Statements required by applicable

Law to be included in the Registration Statement shall, when delivered by Remix for inclusion in the Registration Statement for filing

with the SEC following the date of this Agreement in accordance with Section 5.7, comply in all material respects with the

applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable

to a registrant, in effect as of the respective dates thereof. Other than as expressly disclosed in the Remix Financial Statements, there

has been no material change in Remix’s accounting methods or principles that would be required to be disclosed in Remix’s

financial statements in accordance with GAAP. The books of account and other financial records of Remix and each of its Subsidiaries

are true and complete in all material respects.

have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed

by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Remix, the Remix Board

or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls.

(d)            Remix

and its Subsidiaries maintain a system of internal accounting controls designed 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 the financial statements of Remix and its Subsidiaries in conformity with GAAP and to maintain accountability

of Remix’s and its Subsidiaries’ assets, (iii) access to Remix’s and its Subsidiaries’ assets is permitted

only in accordance with management’s general or specific authorization and (iv) the recorded accountability for Remix and

its Subsidiaries’ assets is compared with the existing assets at regular intervals and appropriate action is taken with respect

to any differences. Remix and each of its Subsidiaries maintains internal control over financial reporting that provides reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

GAAP.

(e)            Remix’s

auditor has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as

defined in Section 2(a)(12) of the Sarbanes-Oxley Act), (ii) to the Knowledge of Remix, “independent” with respect

to Remix within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Remix, in compliance with subsections

(g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public

Company Accounting Oversight Board thereunder.

3.8            Absence

of Changes. Except as set forth on Section 3.8 of the Remix Disclosure Schedule, since January 1, 2025, Remix and

its Subsidiaries have conducted their business only in the Ordinary Course of Business (except for the execution and performance of this

Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (a) Remix Material Adverse

Effect or (b) action, event or occurrence that would have required the consent of Remix pursuant to Sections 5.1(a), 5.1(c),

5.1(e), 5.1(k), 5.1(l), 5.1(m), 5.1(n), and 5.1(p) (only with respect to the foregoing

Sections) of this Agreement had such action, event or occurrence taken place after the execution and delivery of this Agreement.

3.9            Absence

of Undisclosed Liabilities. Neither Remix nor any of its Subsidiaries has any liability, indebtedness, obligation, expense, claim,

deficiency, guaranty or endorsement of any kind, whether accrued, absolute, contingent, matured, unmatured or otherwise (each a “Liability”),

in each case, of a type required to be reflected or reserved for on a balance sheet prepared in accordance with GAAP, except for: (a) Liabilities

disclosed, reflected or reserved against in the Remix Unaudited Balance Sheet, (b) normal and recurring current Liabilities that

have been incurred by Remix or its Subsidiaries since the date of the Remix Unaudited Balance Sheet in the Ordinary Course of Business

(none of which relates to any breach of contract, breach of warranty, tort, infringement, or violation of Law), (c) Liabilities

for performance of obligations of Remix or any of its Subsidiaries under Remix Contracts, (d) Liabilities incurred in connection

with the Contemplated Transactions and the Subscription Agreement and (e) Liabilities described in Section 3.9 of the

Remix Disclosure Schedule.

3.10            Title

to Assets. Each of Remix and its Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid

leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business or operations or

purported to be owned by it, including: (a) all tangible assets reflected on the Remix Unaudited Balance Sheet and (b) all

other tangible assets reflected in the books and records of Remix as being owned by Remix. All of such assets are owned or, in the case

of leased assets, leased by Remix or any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

3.11            Real

Property; Leasehold. Neither Remix nor any of its Subsidiaries owns or has ever owned any real property, nor is Remix or any of its

Subsidiaries party to any agreement to purchase or sell any real property. Remix has made available to Passage (a) an accurate and

complete list of all real properties with respect to which Remix directly or indirectly holds a valid leasehold interest as well as any

other real estate that is in the possession of or leased by Remix or any of its Subsidiaries and (b) copies of all leases under

which any such real property is possessed (the “Remix Real Estate Leases”), each of which is in full force and effect,

with no existing material default thereunder by Remix or to the Knowledge of Remix, the other party thereto.

3.12            Intellectual

Property.

(a)            Section 3.12(a) of

the Remix Disclosure Schedule is an accurate, true and complete listing of all Remix Registered IP (other than domain names), including

for each item the record owner (and name of any other Person with an ownership interest in such item of Remix Registered IP, if any,

and the nature of such ownership interest), jurisdiction, status, date of registration or application, and registration or application

number of each item, as applicable. Section 3.12(a) of the Remix Disclosure Schedule also sets forth, as of the date

of this Agreement, a list of all internet domain names in Remix Registered IP or with respect to which Remix or any of its Subsidiaries

is the registrant and, with respect to each domain name, the record owner of such domain name and if different, the legal and beneficial

owner(s) of such domain name and the applicable domain name registrar.

(b)            Section 3.12(b) of

the Remix Disclosure Schedule accurately identifies all Remix Contracts pursuant to which any material Remix IP Rights are licensed to

Remix or any of its Subsidiaries (other than to the extent such Remix IP Rights are non-exclusively licensed and are (A) any non-customized

software that (1) is licensed solely in executable or object code form, or provided as a service, pursuant to a nonexclusive license

to such software and other Intellectual Property associated with such software and (2) is not incorporated into, or material to

the development, manufacturing, or distribution of, any of Remix’s or its Subsidiaries’ products or services, (B) any

Intellectual Property licensed on a nonexclusive basis ancillary to the purchase or use of services, equipment, reagents or other materials,

(C) any confidential information provided subject to confidentiality obligations, (D) proprietary information and inventions

assignment agreements or consulting agreements between Remix or its Subsidiaries and their respective employees or individual independent

contractors that are substantially on Remix’s standard form thereof, (E) ancillary to a sale of products or services to customers

or (F) incidental to the provision of services from contract manufacturers, suppliers, distributors or other service providers to

Remix or any of its Subsidiaries). To the Knowledge of Remix, each Remix Contract listed in Section 3.12(b) of the Remix

Disclosure Schedule is in full force and effect and constitutes a legal, valid, and binding obligation of Remix, its Subsidiaries and

each other party thereto, and is enforceable against Remix, its Subsidiaries and each other party thereto in accordance with its terms.

To the Knowledge of Remix, neither Remix, its Subsidiaries, nor any other party to any Remix Contract listed in Section 3.12(b) of

the Remix Disclosure Schedule has been or is, or has been or is alleged to be, in material default under, or has provided or received

any notice of breach under, or intention to terminate (including by non-renewal), any Remix Contract listed in Section 3.12(b) of

the Remix Disclosure Schedule.

the Remix Disclosure Schedule accurately identifies each Remix Contract pursuant to which any Person other than Remix or any of its Subsidiaries

has been granted any material license under, or otherwise has received or acquired any right (whether or not currently exercisable) or

interest in, any Remix IP Rights (other than (i) any confidential information provided subject to confidentiality obligations and

(ii) any Remix IP Rights to the extent nonexclusively licensed to academic collaborators, suppliers or service providers for the

sole purpose of enabling such academic collaborator, supplier or service providers to provide services for Remix’s or its Subsidiaries’

benefit). To the Knowledge of Remix, each Remix Contract listed in Section 3.12(c) of the Remix Disclosure Schedule

is in full force and effect and constitutes a legal, valid, and binding obligation of Remix, its Subsidiaries and each other party thereto,

and is enforceable against Remix, its Subsidiaries and each other party thereto in accordance with its terms. Neither Remix, its Subsidiaries

nor, to the Knowledge of Remix, any other party to any Remix Contract listed in Section 3.12(c) of the Remix Disclosure

Schedule has provided or received any written notice or allegation of breach under, or intention to terminate (including by non-renewal),

any Remix Contract listed in Section 3.12(c) of the Remix Disclosure Schedule.

(d)            Except

as identified on Section 3.12(d) of the Remix Disclosure Schedule, neither Remix nor any of its Subsidiaries is bound

by, no Remix Owned IP Rights are subject to, and to the Knowledge of Remix, no Remix Licensed IP Rights that are exclusively licensed

to Remix or any of its Subsidiaries are subject to (other than the rights of the applicable licensors), any Contract containing any covenant

or other provision that materially limits or restricts the ability of Remix or any of its Subsidiaries to use, exploit, assert, or enforce

any Remix Registered IP anywhere in the world.

(e)            Remix

or one of its Subsidiaries exclusively owns all right, title, and interest to and in the Remix Owned IP Rights (other than co-owned rights

identified in Section 3.12(b) of the Remix Disclosure Schedule), in each case, free and clear of any Encumbrances (other

than Permitted Encumbrances).

(f)            (i) All

documents and instruments necessary to register or apply for or renew registration of Remix Registered IP owned by Remix or any of its

Subsidiaries, and (ii) to the Knowledge of Remix, all documents and instruments necessary to register or apply for or renew registration

of Remix Registered IP exclusively licensed to Remix or any of its Subsidiaries, have been validly executed, delivered, and filed in

a timely manner with the appropriate Governmental Authority. (A) Remix or its Subsidiaries have paid all renewal and maintenance

fees, annuities and other fees with respect to the Remix Registered IP owned by Remix or any of its Subsidiaries and (B) to the

Knowledge of Remix, Remix or its Subsidiaries have executed all documents and instruments necessary to register or apply for or renew

registration of Remix Registered IP exclusively licensed to Remix or any of its Subsidiaries, in each case (A) and (B) that

are due and payable as of the date of this Agreement.

(g)            Each

Person who is or was an employee, contractor or consultant of Remix or any of its Subsidiaries and who is or was involved in the creation,

discovery, reduction to practice or development of any material Intellectual Property for Remix or any of its Subsidiaries has signed

a valid, enforceable written agreement containing a present assignment of all rights, title and interests in and to such Intellectual

Property to Remix or such Subsidiary and confidentiality provisions protecting trade secrets and confidential information of Remix and

its Subsidiaries.

(h)            To

the Knowledge of Remix, no current or former member, officer, director, or employee of Remix or any of its Subsidiaries has any claim,

right (whether or not currently exercisable), or interest to or in any Remix Owned IP Rights. To the Knowledge of Remix, no employee

of Remix or any of its Subsidiaries is (A) bound by or otherwise subject to any Contract restricting him or her from performing

his or her duties for Remix or such Subsidiary or (B) in breach of any Contract with any former employer or other Person concerning

Remix Owned IP Rights purported to be owned by Remix or such Subsidiary or confidentiality provisions protecting trade secrets and confidential

information comprising Remix Owned IP Rights purported to be owned by Remix or such Subsidiary.

(i)            Except

as set forth on Section 3.12(i) of the Remix Disclosure Schedule, no funding, facilities, or personnel of any Governmental

Authority were used, directly or indirectly, to develop or create, in whole or in part, any Remix Owned IP Rights, or, to the Knowledge

of Remix, any Remix Licensed IP Rights that are exclusively licensed to Remix or any of its Subsidiaries, and no educational institution

has any right to, or right to royalties for, or to impose any requirement on the manufacture or commercialization of any product incorporating,

any Remix Owned IP Rights, or, to the Knowledge of Remix, any Remix Licensed IP Rights that are exclusively licensed to Remix or any

of its Subsidiaries. To the Knowledge of Remix, no Governmental Authority has any right to (including any “step-in” or “march-in”

rights with respect to), ownership of, commercialization of, or right to royalties or other payments for any Remix Owned IP Rights, or,

to the Knowledge of Remix, any Remix Licensed IP Rights that are exclusively licensed to Remix or any of its Subsidiaries. Without limiting

the generality of the foregoing, to the Knowledge of Remix, no invention claimed or covered by any Patent within the Remix Owned IP Rights,

or, to the Knowledge of Remix, any Remix Licensed IP Rights that are exclusively licensed to Remix or any of its Subsidiaries, (A) was

conceived or reduced to practice in connection with any research activities funded, in whole or in part, by the federal government of

the United States or any agency thereof, (B) is a “subject invention” as that term is described in 35 U.S.C. Section 201(e),

or (C) is otherwise subject to the provisions of the Bayh-Dole Act or any similar Law of any other jurisdiction, including with

respect to any Patents that are part of the Remix IP Rights.

(j)            Remix

and each of its Subsidiaries has taken reasonable steps to maintain the confidentiality of and otherwise protect, maintain and enforce

its rights in all proprietary information that Remix or such Subsidiary holds, or purports to hold, as confidential or a trade secret.

To the Knowledge of Remix, neither Remix nor any of its Subsidiaries has made any of its trade secrets or other material confidential

or proprietary information that it intended to maintain as confidential information available to any other Person except pursuant to

written agreements requiring such Person to maintain the confidentiality of such trade secrets or confidential information. To the Knowledge

of Remix, there have been no material security breaches, outages, violations or unauthorized access to any of the proprietary information

that Remix or any of its Subsidiaries holds, or purports to hold, as confidential or a trade secret, except as would not have, individually

or in the aggregate, a Remix Material Adverse Effect.

(k)            Except

as set forth on Section 3.12(k) of the Remix Disclosure Schedule, neither Remix nor any of its Subsidiaries has assigned

or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Remix IP Rights to any other Person.

(l)            To

the Knowledge of Remix, neither Remix nor any of its Subsidiaries has taken or failed to take any action that could be reasonably expected

to result in the abandonment, invalidity, cancellation, forfeiture, relinquishing, invalidation or unenforceability of any Remix Registered

IP (including with respect to any Trademark, a failure to exercise adequate quality controls or an assignment in gross without the accompanying

goodwill), other than in the Ordinary Course of Business by Remix for Patent or Trademark prosecution. To the Knowledge of Remix, each

item of Remix Registered IP has been duly maintained and is not expired, abandoned or cancelled. To the Knowledge of Remix, each of the

Patents included in the Remix Registered IP accurately identifies each and every inventor of the claims thereof as determined in accordance

with the applicable laws of the jurisdiction in which such Patent is issued or pending. To the Knowledge of Remix, neither Remix nor

any of its Subsidiaries has engaged in patent or copyright misuse or any fraud or inequitable conduct in connection with any Remix Registered

IP. Each of Remix and its Subsidiaries and their respective counsel have complied with their duties of candor and disclosure and have

made no material misrepresentations in the filings submitted to the applicable Governmental Authorities with respect to any of the Remix

Registered IP.

(m)           To

the Knowledge of Remix, the Remix IP Rights constitute all Intellectual Property necessary for Remix and each of its Subsidiaries to

conduct its business as currently conducted or proposed to be conducted; provided, however, that the foregoing representation

is not a representation with respect to non-infringement of Intellectual Property.

(n)            Remix

has delivered, or made available to Passage, a complete and accurate copy of all material Remix IP Rights Agreements.

(o)            To

the Knowledge of Remix, the manufacture, marketing, offering for sale, sale, importation, use or intended use or other disposal of any

product under development by Remix or any of its Subsidiaries does not violate, and, since June 1, 2023, has not violated, any license

or agreement between Remix or its Subsidiaries and any third party in any material respect, and, to the Knowledge of Remix, does not

violate, infringe or misappropriate, and, since June 1, 2023, has not violated, infringed or misappropriated, any valid and issued

Patent or other Intellectual Property of any other Person. To the Knowledge of Remix, no third party is violating, infringing or misappropriating

or, since June 1, 2023, has violated, infringed or misappropriated any Remix IP Rights, or otherwise is breaching or, since June 1,

2023, has breached any material Remix IP Rights Agreement.

(p)            As

of the date of this Agreement, neither Remix nor any of its Subsidiaries is, or, since June 1, 2023, has been, a party to any Legal

Proceeding (including, but not limited to, opposition, interference or other proceeding in any patent or other government office) contesting

the validity, ownership or right to use, sell, offer for sale, license or dispose of any Remix Registered IP. None of the Remix Owned

IP Rights, and to the Knowledge of Remix, the Remix Licensed IP Rights that are exclusively licensed to Remix or any of its Subsidiaries,

have been adjudged invalid or unenforceable in whole or part, and all Remix Owned IP Rights, and to the Knowledge of Remix, all Remix

Licensed IP Rights that are exclusively licensed to Remix or any of its Subsidiaries, are in full force and effect. No Patents within

the Remix Registered IP owned by Remix or any of its Subsidiaries, or to the Knowledge of Remix, no Patents within the Remix Registered

IP exclusively licensed to Remix or any of its Subsidiaries, have been subject to any interference, derivation, reexamination (including

ex parte reexamination, inter partes reexamination, inter partes review, or post grant review), reissue, cancellation, opposition, claim,

allegation or other action, including any proceeding in which the scope, validity, inventorship, ownership or enforceability of any such

Patent is being or has been contested or challenged. Since June 1, 2023, neither Remix nor any of its Subsidiaries have received

any written notice asserting that any Remix Registered IP or the proposed use, sale, offer for sale, license or disposition of products,

methods, or processes claimed or covered thereunder infringes or misappropriates or violates the rights of any other Person or that Remix

or any of its Subsidiaries have otherwise infringed, misappropriated or otherwise violated any Intellectual Property of any Person.

(q)            Except

as set forth on Section 3.12(q) of the Remix Disclosure Schedule, to the Knowledge of Remix, no registered trademark

or trade name owned, used, or applied for by Remix or any of its Subsidiaries conflicts or interferes with any registered trademark or

trade name owned, used, or applied for by any other Person except as would not have a Remix Material Adverse Effect. To the Knowledge

of Remix, none of the goodwill associated with or inherent in any registered trademark in which Remix or its Subsidiaries has or purports

to have an ownership interest has been impaired as determined by Remix in accordance with GAAP.

(r)            Except

(i) as would not have a Remix Material Adverse Effect or (ii) as contained in license, distribution or service agreements entered

into in the Ordinary Course of Business by Remix or any of its Subsidiaries, to the Knowledge of Remix, (A) neither Remix nor any

of its Subsidiaries is bound by any Contract to indemnify, defend, hold harmless, or reimburse any other Person with respect to any Intellectual

Property infringement, misappropriation, or similar claim which is material to Remix or any of its Subsidiaries, taken as a whole and

(B) neither Remix nor any of its Subsidiaries has ever assumed, or agreed to discharge or otherwise take responsibility for, any

existing or potential liability of another Person for infringement, misappropriation, or violation of any Intellectual Property right,

which assumption, agreement or responsibility remains in force as of the date of this Agreement.

(s)            To

the Knowledge of Remix, neither Remix nor any of its Subsidiaries is party to any Contract that, as a result of such execution, delivery

and performance of this Agreement, will (i) cause the grant, assignment, or transfer to any other third party of any license or

other right to or in any Remix Registered IP, (ii) result in breach of, default under, termination of, or acceleration or modification

of such Contract with respect to any Remix Registered IP, (iii) alter, encumber, impair or extinguish, or result in any Encumbrance

with respect to the right of Remix or the Surviving Corporation and its Subsidiaries to use, sell or license or enforce any Remix Registered

IP or portion thereof, or (iv) result in Remix or any of its Subsidiaries being bound by or subject to any exclusivity obligations,

non-compete or other restrictions on the operation or scope of their respective businesses, or to any obligation to grant any rights

in or to any Remix Registered IP, except, in each of (i), (ii), (iii) and (iv), for the occurrence of any such grant or impairment

that would not, individually or in the aggregate, result in a Remix Material Adverse Effect.

(t)            Notwithstanding

any other provisions of this Agreement, Passage acknowledges and agrees that the representations and warranties contained in this Section 3.12

are the only representations or warranties made by Remix or any of its Subsidiaries with respect to Intellectual Property, and no other

provisions of this Agreement shall be interpreted as containing any representation or warranty with respect thereto.

3.13            Agreements,

Contracts and Commitments.

(a)            Other

than Excepted Contracts, Section 3.13(a) of the Remix Disclosure Schedule lists the following Remix Contracts in effect

as of the date of this Agreement, other than the Subscription Agreement (each, a “Remix Material Contract” and collectively,

the “Remix Material Contracts”):

(i)             each

Remix Contract that is a collective bargaining agreement or other agreement or arrangement with any labor union, works council or labor

organization;

(ii)            each

Remix Contract for the employment or engagement of any individual on an employee, consulting or other basis that provides for annual

base compensation in excess of $500,000;

(iii)           each

Remix Contract with any Remix Associate that provides for retention, change in control, transaction or other similar payments or benefits,

whether or not payable as a result of the Contemplated Transactions;

(iv)           each

Remix Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(v)            each

Remix Contract containing (A) any covenant limiting the freedom of Remix or any of its Subsidiaries or the Surviving Corporation

to engage in any line of business or compete with any Person, or limiting the development, manufacture, or distribution of Remix’s

or any of its Subsidiaries’ products or services, (B) any most-favored pricing arrangement, (C) any exclusivity provision

or (D) any non-solicitation provision (excluding such provisions to the extent they provide for non-solicitation of employees, consultants

or individual independent contractors);

(vi)           each

Remix Contract (A) pursuant to which any Person granted Remix or any of its Subsidiaries an exclusive license under any Intellectual

Property, (B) pursuant to which Remix or any of its Subsidiaries granted any Person an exclusive license to any Remix IP Rights

or (C) that is or should be listed in Section 3.12(b) or 3.12(c) of the Remix Disclosure Schedule;

(vii)          each

Remix Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $1,000,000 in the

aggregate pursuant to its express terms and not cancelable without penalty;

(viii)         each

Remix Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, in each case, involving

payments in excess of $1,000,000 in the aggregate after the date of this Agreement;

(ix)            each

Remix Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments

relating to the borrowing of money or extension of credit in excess of $500,000 individually or in excess of $1,000,000 in the aggregate,

or creating any material Encumbrances with respect to any assets of Remix or any of its Subsidiaries or any loans or debt obligations

with officers or directors of Remix or any of its Subsidiaries;

(x)            each

Remix Contract that is: (A) a distribution agreement that contains any exclusivity provision, (B) an agreement involving provision

of services or products with respect to any pre-clinical or clinical development activities of Remix or any of its Subsidiaries requiring

payment by or to Remix or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms,

(C) a dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force

under which Remix or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any

agreement pursuant to which Remix or any of its Subsidiaries has continuing obligations to develop any Intellectual Property that will

not be owned, in whole or in part, by Remix or such Subsidiary or (D) a Contract containing a license under any patent, trademark

registration, service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any

product, service or technology of Remix or any of its Subsidiaries (except to the extent such license is granted by Remix or any of its

Subsidiaries to its service providers for provision of goods or services to Remix or any of its Subsidiaries) or any Contract to sell,

distribute or commercialize any products or service of Remix or any of its Subsidiaries, in each case of clause (D), except for Remix

Contracts entered into in the Ordinary Course of Business;

(xi)            each

Remix Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory

services to Remix or any of its Subsidiaries in connection with the Contemplated Transactions;

(xii)           each

Remix Contract to which Remix or any of its Subsidiaries is a party or by which any of their assets and properties is currently bound,

which involves annual obligations of payment by, or annual payments to, Remix or such Subsidiary in excess of $500,000;

(xiii)          a

Remix Real Estate Lease;

(xiv)          a

Contract disclosed in or required to be disclosed in Section 3.12(a) or Section 3.12(b) of the Remix

Disclosure Schedule; or

(xv)           any

other Remix Contract that is not terminable at will (with no penalty or payment) by Remix or any of its Subsidiaries, and (A) which

involves payment or receipt by Remix or such Subsidiary after the date of this Agreement under any such agreement, contract or commitment

of more than $1,000,000 in the aggregate, or obligations after the date of this Agreement in excess of $1,000,000 in the aggregate or

(B) that is material to the business or operations of Remix and its Subsidiaries taken as a whole.

(b)            Remix

has delivered or made available to Passage accurate and complete copies of all Remix Material Contracts, including all amendments thereto.

There are no Remix Material Contracts that are not in written form. Neither Remix nor any of its Subsidiaries has, nor to the Knowledge

of Remix, as of the date of this Agreement, has any other party to a Remix Material Contract, breached, violated or defaulted under,

or received notice that it breached, violated or defaulted under, any of the terms or conditions of any such Remix Material Contract

in such manner as would permit any party to cancel or terminate any such Remix Material Contract, or would permit any party to seek material

damages thereunder. As to Remix and its Subsidiaries, as of the date of this Agreement, each Remix Material Contract is valid, binding,

enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant

to the terms of any Remix Material Contract to change, any material amount paid or payable to Remix or any of its Subsidiaries under

any Remix Material Contract or any other material term or provision of any Remix Material Contract.

3.14            Compliance;

Permits; Restrictions.

(a)            Remix

and each of its Subsidiaries is, and since June 1, 2023 has been, in material compliance with all applicable Laws. No investigation,

claim, suit, proceeding, audit, Order, or other action by any Governmental Authority is pending or, to the Knowledge of Remix, threatened

against Remix or any of its Subsidiaries. There is no agreement or Order binding upon Remix or any of its Subsidiaries which (i) could

reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Remix or any of its Subsidiaries,

any acquisition of material property by Remix or any of its Subsidiaries or the conduct of business by Remix or any of its Subsidiaries

as currently conducted, (ii) is reasonably likely to have an adverse effect on Remix’s ability to comply with or perform any

covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal

or otherwise interfering with the Contemplated Transactions.

(b)            Each

of Remix and its Subsidiaries holds all required Governmental Authorizations that are material to the operation of the business of Remix

as currently conducted (collectively, the “Remix Permits”). Section 3.14(b) of the Remix Disclosure

Schedule identifies each such Remix Permit. Each of Remix and its Subsidiaries is in material compliance with the terms of such Remix

Permits. No Legal Proceeding is pending or, to the Knowledge of Remix, threatened, which seeks to revoke, substantially limit, suspend,

or materially modify any Remix Permit.

are no Legal Proceedings pending or, to the Knowledge of Remix, threatened in writing with respect to an alleged material violation by

Remix or any of its Subsidiaries of the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) and the rules and regulations

promulgated by the United States Food and Drug Administration (“FDA”) thereunder (the “FDCA”),

similar Laws promulgated by any other Governmental Authority responsible for regulation of the research, development, testing, manufacturing,

packaging, processing, storage, labeling, sale, marketing, advertising, distribution and importation or exportation of drug products

(“Drug Regulatory Agency”).

(d)            Each

of Remix and its Subsidiaries holds all required material Governmental Authorizations issuable by any Drug Regulatory Agency necessary

for the conduct of the business of Remix as currently conducted, and, as applicable, for the research, development, testing, manufacturing,

packaging, processing, storage, labeling, sale, marketing, advertising, distribution and importation or exportation, in each case as

currently conducted, of any of its product candidates (the “Remix Product Candidates”) (collectively, the “Remix

Regulatory Permits”) and since June 1, 2023, no such Remix Regulatory Permit has been (i) revoked, withdrawn, suspended,

cancelled or terminated or (ii) modified in any material, adverse manner. Since June 1, 2023, Remix has maintained and is in

compliance in all material respects with the terms of such Remix Regulatory Permits and neither Remix nor any of its Subsidiaries has,

since June 1, 2023, received any written notice or other written communication from any Drug Regulatory Agency regarding (A) any

material violation of or failure to comply materially with any term or requirement of any Remix Regulatory Permit or (B) any revocation,

withdrawal, suspension, cancellation, termination or material modification of any Remix Regulatory Permit.

(e)            All

clinical, pre-clinical and other studies and tests conducted by or on behalf of, or sponsored by, Remix or its Subsidiaries, in which

Remix or its Subsidiaries or their respective product candidates, including the Remix Product Candidates, have participated (collectively,

“Remix Studies”), were and, if still pending, are being conducted in compliance in all material respects with any

applicable regulations of the Drug Regulatory Agencies and other applicable Law to which such Remix Studies are or were subject, including,

without limitation, 21 C.F.R. Parts 50, 54, 56, 58 and 312. Neither Remix nor any of its Subsidiaries has received any written notices,

correspondence, or other communications from any Drug Regulatory Agency requiring, or, to the Knowledge of Remix, any action to place

a clinical hold order on, or otherwise terminate, delay, or suspend any such Remix Studies, other than ordinary course communications

regarding the design and implementation of such Remix Studies.

(f)            Neither

Remix nor any of its Subsidiaries, nor, to the Knowledge of Remix, any contract manufacturer with respect to any Remix Product Candidate,

is the subject of any pending or, to the Knowledge of Remix, threatened investigation in respect of its business or products by the FDA

pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56

Fed. Reg. 46191 (September 10, 1991) and any amendments thereto (the “Application Integrity Policy”), or any

other similar Law. To the Knowledge of Remix, none of Remix, any of its Subsidiaries or any contract manufacturer with respect to any

Remix Product Candidate has committed any acts, made any statement, or failed to make any statement, in each case in respect of Remix’s

business or products that would violate the Application Integrity Policy, or any other similar Law. Since June 1, 2023, none of

Remix, any of its Subsidiaries, or, to the Knowledge of Remix, any of their respective officers, employees, agents, or contract manufacturers

with respect to any Remix Product Candidate, has been convicted of any crime that could result in a debarment or exclusion under (i) 21

U.S.C. Section 335a, (ii) 42 U.S.C. § 1320a-7, or (iii) any other applicable Law. To the Knowledge of Remix, no debarment

or exclusionary claims, actions, proceedings or investigations in respect of their business or products are pending or threatened against

Remix, any of its Subsidiaries, any contract manufacturer with respect to any Remix Product Candidate, or any of its respective officers,

employees or agents. Neither Remix nor any of its Subsidiaries is a party to or has any reporting obligations under any corporate integrity

agreements, monitoring agreements, deferred or non-prosecution agreements, consent decrees, settlement orders, or similar agreements

with or imposed by any Governmental Authority.

(g)            All

manufacturing operations conducted by, or to the Knowledge of Remix, for the benefit of, Remix or its Subsidiaries in connection with

any Remix Product Candidate, since June 1, 2023, have been and are being conducted in compliance in all material respects with applicable

Laws, including the FDCA, and to the extent applicable, the respective counterparts thereof promulgated by Governmental Authorities in

countries outside the United States.

(h)            None

of Remix, its Subsidiaries, or, to the Knowledge of Remix, any manufacturing site of a contract manufacturer, in each case with respect

to such parties’ or such site’s activities conducted with respect to any Remix Product Candidate, (i) is subject to

a Drug Regulatory Agency shutdown or import or export prohibition or (ii) has since June 1, 2023 received any unresolved Form FDA

483, notice of violation, warning letter, untitled letter, or similar correspondence or notice from the FDA or other Governmental Authority

alleging or asserting material noncompliance with any applicable Law, and, to the Knowledge of Remix, neither the FDA nor any other Governmental

Authority has threatened such action.

3.15            Legal

Proceedings; Orders.

(a)            There

is no pending Legal Proceeding and, to the Knowledge of Remix, no Person has threatened in writing to commence any Legal Proceeding:

(i) that involves Remix or any of its Subsidiaries or any Remix Associate (in his or her capacity as such) or any of the material

assets owned or used by Remix or any of its Subsidiaries or (ii) that challenges, or that may have the effect of preventing, delaying,

making illegal or otherwise interfering with, the Contemplated Transactions.

(b)            There

is no Order to which Remix or any of its Subsidiaries, or any of the material assets owned or used by Remix or any of its Subsidiaries,

is subject. To the Knowledge of Remix, no officer or other Key Employee of Remix or any of its Subsidiaries is subject to any Order that

prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of Remix

or any of its Subsidiaries or to any material assets owned or used by Remix or any of its Subsidiaries.

3.16            Tax

Matters.

(a)            Each

of Remix and each of its Subsidiaries has timely filed all income Tax Returns and all other material Tax Returns that were required to

be filed by or with respect to it under applicable Law. All such Tax Returns were correct and complete in all material respects and have

been prepared in substantial compliance with all applicable Law. Subject to exceptions as would not be material, no claim has ever been

made by a Governmental Authority in a jurisdiction where Remix or any of its Subsidiaries does not file a particular type of Tax Return

that Remix or any of its Subsidiaries is subject to taxation by that jurisdiction that would require the filing of such a Tax Return.

(b)            All

material amounts of Taxes due and owing by Remix and each of its Subsidiaries (whether or not shown on any Tax Return) have been timely

paid. The unpaid Taxes of Remix and each of its Subsidiaries for periods (or portions thereof) ending on or prior to the date of the

Remix Unaudited Balance Sheet do not materially exceed the accruals for current Taxes set forth on the Remix Unaudited Balance Sheet.

of Remix and each of its Subsidiaries has withheld and paid to the appropriate Governmental Authority all material Taxes required to

have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder,

or other third party.

(d)            There

are no Encumbrances for material Taxes (other than Encumbrances described in clause (i) of the definition of “Permitted Encumbrances”)

upon any of the assets of Remix or any of its Subsidiaries.

(e)            No

deficiencies for a material amount of Taxes with respect to Remix or any of its Subsidiaries have been claimed, proposed or assessed

by any Governmental Authority in writing that have not been timely paid in full. There are no pending (or, based on written notice, threatened)

material audits, assessments, examinations or other actions for or relating to any Liability in respect of Taxes of Remix or any of its

Subsidiaries. Neither Remix nor any of its Subsidiaries has waived any statute of limitations in respect of material Taxes or agreed

to any extension of time with respect to a material Tax assessment or deficiency.

(f)            Neither

Remix nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of

the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(g)            Neither

Remix nor any of its Subsidiaries is a party to any material Tax allocation, Tax sharing or similar agreement (including indemnity arrangements),

other than customary indemnification provisions in commercial Contracts entered into in the Ordinary Course of Business that do not relate

primarily to Tax (an “Ordinary Course Agreement”).

(h)            Neither

Remix nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other

than a group the common parent of which is Remix). Neither Remix nor any of its Subsidiaries has any material Liability for the Taxes

of any Person (other than Remix) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign

law), as a transferee or successor, or by Contract (other than an Ordinary Course Agreement).

(i)            Neither

Remix nor any of its Subsidiaries has been a party to any joint venture, partnership, or other arrangement that is treated as a partnership

for U.S. federal income Tax purposes.

(j)            Neither

Remix nor any of its Subsidiaries has a permanent establishment (within the meaning of an applicable Tax treaty) or other office or fixed

place of business in a country other than the country in which it is organized.

(k)            Neither

Remix nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction

that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code.

(l)            Neither

Remix nor any of its Subsidiaries has entered into any transaction identified as a “listed transaction” for purposes of Treasury

Regulations Section 1.6011-4(b)(2).

(m)            Neither

Remix nor any of its Subsidiaries will be required to include any material item of income or gain in, or exclude any material item of

deduction or loss from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i) change in, or use of improper, method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing

agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign

income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior

to the Closing Date; (iv) prepaid amount, advance payments or deferred revenue received or accrued on or prior to the Closing Date;

(v) intercompany transaction or excess loss amount described in Treasury Regulations under Section 1502 of the Code (or any

corresponding or similar provision of state, local or foreign income Tax Law); or (vi) application of Section 367(d) of

the Code to any transfer of intangible property on or prior to the Closing Date. Remix has not made any election under Section 965(h) of

the Code.

(n)            Section 3.16(n) of

the Remix Disclosure Schedule sets forth the entity classification of Remix and each of its Subsidiaries for U.S. federal income tax

purposes. Neither Remix nor any of its Subsidiaries has made an election or taken any other action to change its federal and state income

tax classification from such existing classification.

(o)            Neither

Remix nor any of its Subsidiaries has taken or knowingly failed to take any action, nor to the Knowledge of Remix, are there any facts

or circumstances, in each case, that would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax

Treatment.

3.17            Employee

and Labor Matters; Benefit Plans.

(a)            Section 3.17(a) of

the Remix Disclosure Schedule contains a complete and accurate list of all Remix employees as of the date of this Agreement, setting

forth for each employee: job title; classification as exempt or non-exempt for wage and hour purposes; annual base salary, hourly rate

or other rates of compensation; bonus potential; full-time or part-time status; date of hire; business location; status (i.e., active

or inactive and if inactive, the type of leave and estimated duration); and any visa or work permit status and the date of expiration,

if applicable.

(b)            Section 3.17(b) of

the Remix Disclosure Schedule contains a complete and accurate list as of the date hereof of all of the independent contractors, consultants,

temporary employees, leased employees or other agents employed or used by Remix and classified by Remix as other than employees, or compensated

other than through wages paid by Remix through Remix’s payroll department (“Remix Contingent Workers”), showing

for each Remix Contingent Worker such individual’s engagement date, role in the business, work location, and fee or compensation

arrangements.

Remix nor any of its Subsidiaries is a party to, bound by the terms of, or has a duty to bargain under, any collective bargaining agreement

or other Contract with a labor union, works council or labor organization representing any Remix Associate, and there are no labor unions,

works council or labor organizations representing or, to the Knowledge of Remix, purporting to represent or seeking to represent any

Remix Associates, including through the filing of a petition for representation election.

(d)            Section 3.17(d) of

the Remix Disclosure Schedule lists all material Remix Employee Plans.

(e)            As

applicable with respect to each material Remix Employee Plan, Remix has made available to Passage true and complete copies of (i) the

plan document, including all amendments thereto, and in the case of an unwritten Employee Plan, a written description of all material

terms thereof, (ii) all related trust instruments or other funding-related documents and insurance contracts, (iii) the summary

plan description and each summary of material modifications thereto, (iv) the financial statements for the most recent year for

which such financial statements are available (in audited form, if available or required by ERISA) and, where applicable, annual reports

with any Governmental Authority (e.g., Form 5500 and all schedules thereto), (v) the most recent IRS determination or

opinion letter, (vi) written results of any required compliance testing for the three most recent plan years, and (vii) all

material, non-routine notices, filings or correspondence during the past three years with any Governmental Authority.

(f)            Each

Remix Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination

letter or may rely on a favorable opinion letter with respect to such qualified status from the IRS to the effect that such plan is qualified

under Section 401(a) of the Code and the related trust is exempt from federal income Taxes under Section 501(a) of

the Code. To the Knowledge of Remix, nothing has occurred that would reasonably be expected to cause the loss of the qualified status

of any such Remix Employee Plan or the Tax exempt status of any related trust.

(g)            Each

Remix Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms and all applicable

Laws, including, without limitation, the Code and ERISA. No Legal Proceeding (other than those relating to routine claims for benefits)

is pending or, to the Knowledge of Remix, threatened with respect to any Remix Employee Plan. All material payments and/or contributions

required to have been made with respect to all Remix Employee Plans have been made in accordance with the terms of the applicable Remix

Employee Plan and applicable Law in all material respects and neither Remix nor any Remix ERISA Affiliate has any material Liability

for any such unpaid contributions with respect to any Remix Employee Plan.

(h)            Neither

Remix, any of its Subsidiaries nor any of their ERISA Affiliates maintains, contributes to, is required to contribute to or has any Liability

with respect to (i) any “employee benefit plan” (within the meaning of Section 3(2) of ERISA) that is or was

subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan, (iii) any Multiple

Employer Plan, or (iv) any Multiple Employer Welfare Arrangement.

(i)            No

Remix Employee Plan provides for medical or other welfare benefits to any service provider beyond termination of service or retirement,

other than (i) pursuant to COBRA or an analogous state law requirement (the full cost of which is borne by such Person or such Person’s

dependents or beneficiaries) or (ii) continuation coverage through the end of the month in which such termination or retirement

occurs.

(j)            No

Remix Employee Plan is subject to any law of a foreign jurisdiction outside of the United States.

(k)            Each

Remix Employee Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of

the Code has complied in all material respects with Section 409A of the Code, to the extent applicable, and no compensation has

been or would reasonably be expected to be includable in the gross income of any Remix Associate as a result of the operation of Section 409A

of the Code.

(l)            Remix

and its Subsidiaries are, and since June 1, 2023 have been, in compliance in all material respects with all applicable Laws respecting

labor, employment and employment practices, including terms and conditions of employment, worker classification, tax withholding, unemployment

compensation, workers’ compensation, prohibited discrimination, harassment, equal employment, fair employment practices, meal and

rest periods, work authorization and immigration status, employee safety and health, wages (including overtime wages), pay equity, affirmative

action, restrictive covenants, compensation, and hours of work. There are no Legal Proceedings pending or, to the Knowledge of Remix,

threatened against Remix or any of its Subsidiaries relating to any labor or employment matters or any Remix Associate. Remix is not

a party to a conciliation agreement, consent decree or other agreement or Order with any federal, state, or local agency or Governmental

Authority with respect to employment practices.

(m)            Since

June 1, 2023, (i) Remix has not taken any action which would constitute a “plant closing”, “collective dismissal”,

“group dismissal”, “group termination”, “mass termination”, or “mass layoff” within the

meaning of the WARN Act, (ii) issued any written notification of a plant closing or mass layoff required by the WARN Act (nor has

Remix or any of its Subsidiaries been under any requirement or obligation to issue any such notification), or (iii) incurred any

Liability or obligation under the WARN Act that remains unsatisfied.

(n)            Since

June 1, 2023, there has never been, nor to the Knowledge of Remix has there been any threat of, any strike, slowdown, work stoppage,

lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, affecting Remix

or its Subsidiaries. No event has occurred within the past six (6) months, and, to the Knowledge of Remix, no condition or circumstance

exists, that would reasonably be expected to give rise to or provide a basis for the commencement of any such strike, slowdown, work

stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute.

(o)            There

is no contract, agreement, plan or arrangement to which Remix or any of its Subsidiaries is a party or by which it is bound to make any

payment or compensate any Remix Associate for Taxes incurred pursuant to the Code, including, but not limited to, Section 4999 or

Section 409A of the Code.

(p)            Neither

the execution and delivery of this Agreement, the shareholder approval of this Agreement, nor the consummation of the Contemplated Transactions

(either alone or in conjunction with any other event, including without limitation, a termination of employment) will result in any (i) payment

(including severance, forgiveness of indebtedness or otherwise) or benefit becoming due to a Remix Associate, (ii) increase in any

benefits or the compensation payable under any Remix Employee Plan, (iii) acceleration of the time of payment, funding or vesting

of any such compensation or benefits or any loan forgiveness, (iv) restriction on the right of Remix or any of its Subsidiaries

or, after the consummation of Contemplated Transactions, the Surviving Corporation, to merge, amend, terminate or transfer any Remix

Employee Plan, or (v) “excess parachute payment” (within the meaning of Section 280G of the Code).

3.18            Environmental

Matters. Since June 1, 2023, Remix and each of its Subsidiaries has complied with all applicable Environmental Laws, which compliance

includes the possession by Remix of all permits and other Governmental Authorizations required under applicable Environmental Laws and

compliance with the terms and conditions thereof, except for any failure to be in compliance that, individually or in the aggregate,

would not result in a Remix Material Adverse Effect. Neither Remix nor any of its Subsidiaries has received since June 1, 2023,

any written notice or other communication (in writing or otherwise), whether from a Governmental Authority, citizens group, employee

or otherwise, that alleges that Remix or any of its Subsidiaries is not in compliance with any Environmental Law, and, to the Knowledge

of Remix, there are no circumstances that may prevent or interfere with Remix’s or any of its Subsidiaries’ compliance with

any Environmental Law in the future, except where such failure to comply would not have a Remix Material Adverse Effect. To the Knowledge

of Remix: (a) no current or prior owner of any property leased or controlled by Remix or any of its Subsidiaries has received since

June 1, 2023, any written notice or other communication relating to property owned or leased at any time by Remix or any of its

Subsidiaries, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such current or prior owner

or Remix or any of its Subsidiaries is not in compliance with or violated any Environmental Law relating to such property and (b) neither

Remix nor any of its Subsidiaries has any material Liability under any Environmental Law.

3.19            Insurance.

Remix has made available to Passage accurate and complete copies of all material insurance policies and all material self-insurance programs

and arrangements relating to the business, assets, liabilities and operations of Remix and its Subsidiaries. Each of such insurance policies

is in full force and effect and Remix and its Subsidiaries are in compliance in all material respects with the terms thereof. Other than

customary end of policy notifications from insurance carriers, since June 1, 2023, neither Remix nor any of its Subsidiaries has

received any notice or other communication regarding any actual or possible: (a) cancellation or invalidation of any insurance policy

or (b) refusal or denial of any coverage, reservation of rights or rejection of any material claim under any insurance policy. Each

of Remix and its Subsidiaries has provided timely written notice to the appropriate insurance carrier(s) of each Legal Proceeding

pending against Remix or such Subsidiary for which Remix or such Subsidiary has insurance coverage, and no such carrier has issued a

denial of coverage or a reservation of rights with respect to any such Legal Proceeding, or informed Remix of its intent to do so.

3.20            Transactions

with Affiliates. Section 3.20 of the Remix Disclosure Schedule describes any material transactions or relationships,

since June 1, 2023, between, on one hand, Remix and, on the other hand, any (a) executive officer or director of Remix or any

of such executive officer’s or director’s immediate family members, (b) owner of more than five percent of the voting

power of the outstanding shares of Remix Capital Stock or (c) to the Knowledge of Remix, any “related person” (within

the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than Remix) in the

case of each of (a), (b) or (c) that is of the type that would be required to be disclosed under Item 404 of Regulation S-K

under the Securities Act.

3.21            No

Financial Advisors. Except as set forth on Section 3.21 of the Remix Disclosure Schedule, no broker, finder or investment

banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in

connection with the Contemplated Transactions based upon arrangements made by or on behalf of Remix.

3.22            Privacy

and Data Security.

(a)            Remix

and its Subsidiaries have complied with all applicable Privacy Laws and the applicable terms of any Remix Contracts relating to privacy,

security, collection or use of Personal Information of any individuals (including clinical trial participants, patients, patient family

members, caregivers or advocates, physicians and other health care professionals, clinical trial investigators, researchers, pharmacists)

that interact with Remix or any of its Subsidiaries in connection with the operation of Remix’s and its Subsidiaries’ business,

except for such noncompliance as has not had, and would not have, individually or in the aggregate, a Remix Material Adverse Effect.

To the Knowledge of Remix, Remix has implemented and maintains reasonable written policies and procedures, satisfying the requirements

of applicable Privacy Laws and Remix Contracts, concerning the privacy, security, collection and use of Personal Information (the “Remix

Privacy Policies”) and has complied with the same, except for such noncompliance as has not to the Knowledge of Remix had,

and would not have, individually or in the aggregate, a Remix Material Adverse Effect. To the Knowledge of Remix, as of the date hereof,

no claims have been asserted or threatened against Remix by any Person alleging a violation of Privacy Laws, Remix Privacy Policies and/or

the applicable terms of any Remix Contracts relating to privacy, security, collection or use of Personal Information of any individuals

and Remix has not received written notice of any of the same. To the Knowledge of Remix, there have been no data security incidents,

personal data breaches or other adverse events or incidents related to Personal Information or Remix data in the custody or control of

Remix or any service provider acting on behalf of Remix, in each case where such incident, breach or event would result in a notification

obligation to any Person under applicable law or pursuant to the terms of any Remix Contract.

(b)            The

information technology assets and equipment of Remix and its Subsidiaries (collectively, “Remix IT Systems”) are adequate

for, and operate and perform in all material respects as required in connection with the operation of the business of Remix and its Subsidiaries

as currently conducted, and to the Knowledge of Remix, free and clear of all material bugs, errors, defects, Trojan horses, time bombs,

malware and other corruptants. Remix and its Subsidiaries have implemented and maintain commercially reasonable physical, technical and

administrative safeguards to protect Personal Information processed by or on behalf of Remix and its Subsidiaries, any other material

confidential information and the integrity and security of Remix IT Systems used in connection with their businesses, and during the

past three years, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those

that have been remedied without material cost or Liability or the duty to notify any other Person.

3.23            Concurrent

Financing.

(a)            Remix

has delivered to Passage true, correct and complete copies of all Contracts related to the Concurrent Financing, including the Subscription

Agreement, pursuant to which the Purchasers (as defined in the Subscription Agreement) party thereto (collectively, the “Purchasers”)

have agreed, subject to the terms and conditions set forth therein, to purchase the number of shares of Remix Common Stock set forth

therein in connection with the transactions contemplated by this Agreement. The Subscription Agreement has not been amended or modified

prior to the date of this Agreement and as of the date hereof, no such amendment or modification is contemplated (other than amendments

or modifications that are permitted by Section 5.26), and as of the date hereof, the respective obligations and commitments

contained in the Subscription Agreement have not been withdrawn or rescinded in any respect.

(b)            As

of the date hereof, the Subscription Agreement is in full force and effect and is the legal, valid, binding and enforceable obligation

of Remix, and, to the Knowledge of Remix, each of the Purchasers. There are no conditions precedent or other contingencies related to

the funding of the full amount of the Concurrent Financing, other than as expressly set forth in the Subscription Agreement. As of the

date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a

default or breach on the part of Remix or, to the Knowledge of Remix, any Purchaser under the Subscription Agreement. As of the date

hereof, Remix has no reason to believe that any of the conditions to the Concurrent Financing as contemplated by the Subscription Agreement

will not be satisfied.

3.24            No

Other Representations or Warranties. Remix hereby acknowledges and agrees that, except for the representations and warranties contained

in this Agreement, neither Passage nor any other person on behalf of Passage makes any express or implied representation or warranty

with respect to Passage or with respect to any other information provided to Remix, any of its stockholders or any of their respective

Affiliates in connection with the Contemplated Transactions, and (subject to the express representations and warranties of Passage set

forth in Article IV (in each case as qualified and limited by the Passage Disclosure Schedule)) none of Remix, or any of

its Representatives or stockholders, has relied on any such information (including the accuracy or completeness thereof).

Article IV

REPRESENTATIONS AND WARRANTIES OF PASSAGE AND MERGER SUB

Except (i) as set forth

in the written disclosure schedule delivered by Passage to Remix (the “Passage Disclosure Schedule”) or (ii) as

disclosed in the Passage SEC Documents filed with the SEC on or before the day that is one (1) Business Day prior to the date hereof

and publicly available on the SEC’s Electronic Data Gathering Analysis and Retrieval system (but (A) without giving effect

to any amendment thereof filed with, or furnished to the SEC on or after the date hereof and (B) excluding any disclosures contained

under the heading “Risk Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer

or in any other section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature), it

being understood that any matter disclosed in the Passage SEC Documents shall not be deemed disclosed for purposes of Section 4.1(a),

4.1(b) or 4.3, Passage and Merger Sub represent and warrant to Remix as follows:

4.1            Due

Organization; Subsidiaries.

(a)            Each

of Passage and its Subsidiaries (including Merger Sub) is a corporation or other legal entity duly incorporated or otherwise organized,

validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization and has all necessary power

and authority: (i) to conduct its business in the manner in which its business is currently being conducted, (ii) to own or

lease and use its property and assets in the manner in which its property and assets are currently owned or leased and used and (iii) to

perform its obligations under all Contracts by which it is bound. Since the date of its formation, Merger Sub has not engaged in any

activities other than in connection with or as contemplated by this Agreement. All of Passage’s Subsidiaries are wholly owned by

Passage.

(b)            Each

of Passage and its Subsidiaries is licensed and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction),

under the Laws of all jurisdictions where the nature of its business and the manner in which its business is currently being conducted

requires such licensing or qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate

would not be reasonably expected to have a Passage Material Adverse Effect.

as set forth on Section 4.1(c) of the Passage Disclosure Schedule, Passage has no Subsidiaries other than Merger Sub

and Passage does not directly or indirectly own any capital stock of, or any equity ownership or profit sharing interest of any nature

in, or control directly or indirectly, any other Entity other than Merger Sub. Passage is not and has not otherwise been, directly or

indirectly, a party to, member of or participant in any partnership, joint venture or similar business entity. Passage has not agreed

and is not obligated to make, nor is Passage bound by any Contract under which it may become obligated to make, any future investment

in or capital contribution to any other Entity. Passage has not, at any time, been a general partner of, and has not otherwise been liable

for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

4.2            Organizational

Documents. Passage has delivered to Remix accurate and complete copies of the Organizational Documents of Passage and Merger Sub.

Neither Passage nor Merger Sub is in breach or violation of its Organizational Documents in any material respect.

4.3            Authority;

Binding Nature of Agreement. Each of Passage and Merger Sub has all necessary corporate power and authority to enter into and, subject

to receiving the Required Passage Stockholder Vote and the effectiveness of the Merger Sub Stockholder Approval, to perform its obligations

under this Agreement and to consummate the Contemplated Transactions. The Passage Board (at meetings duly called and held) has (a) determined

that the Contemplated Transactions are fair to, advisable and in the best interests of Passage and its stockholders, (b) approved

and declared advisable this Agreement and the Contemplated Transactions, including the issuance of shares of Passage Common Stock to

the stockholders of Remix pursuant to the terms of this Agreement and (c) determined to recommend the Passage Board Recommendation

to the stockholders of Passage. The Merger Sub Board (by unanimous written consent) has: (x) determined that the Contemplated Transactions

are fair to, advisable, and in the best interests of Merger Sub and its sole stockholder, (y) deemed advisable and approved this

Agreement and the Contemplated Transactions and (z) determined to recommend, upon the terms and subject to the conditions set forth

in this Agreement, that the sole stockholder of Merger Sub vote to adopt this Agreement and thereby approve the Contemplated Transactions.

This Agreement has been duly executed and delivered by Passage and Merger Sub and, assuming the due authorization, execution and delivery

by Remix, constitutes the legal, valid and binding obligation of Passage and Merger Sub, enforceable against each of Passage and Merger

Sub in accordance with its terms, subject to the Enforceability Exceptions.

4.4            Vote

Required. The affirmative votes of (a) holders of a majority of the votes cast for or against the Nasdaq Issuance Proposal and

(b) holders of a majority of the voting power of the outstanding shares of Passage Common Stock entitled to vote on the adoption

of the Amended and Restated Passage Charter, in each case, at the Passage Stockholder Meeting are the only votes of the holders of any

class or series of Passage Common Stock necessary to approve this Agreement and the Contemplated Transactions, including the issuance

of the Remix Merger Shares to the stockholders of Remix in the Merger and the adoption of the Amended and Restated Passage Charter (such

vote, the “Required Passage Stockholder Vote”).

4.5            Non-Contravention;

Consents.

(a)            Subject

to obtaining the Required Passage Stockholder Vote, the effectiveness of the Merger Sub Stockholder Approval and the filing of the Certificate

of Merger and the Amended and Restated Passage Charter as required by Delaware Law, neither (x) the execution, delivery or performance

of this Agreement by Passage or Merger Sub, nor (y) the consummation of the Contemplated Transactions, will directly or indirectly

(with or without notice or lapse of time):

(i)             contravene,

conflict with or result in a violation of any of the provisions of the Organizational Documents of Passage or its Subsidiaries;

(ii)            contravene,

conflict with or result in a material violation of, or give any Governmental Authority or other Person the right to challenge the Contemplated

Transactions or to exercise any remedy or obtain any relief under, any Law or any Order to which Passage or its Subsidiaries, or any

of the assets owned or used by Passage or its Subsidiaries, is subject;

(iii)            contravene,

conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Authority the right

to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Passage or its Subsidiaries

or that otherwise relates to the business of Passage, or any of the assets owned, leased or used by Passage;

(iv)           contravene,

conflict with or result in a violation or breach of, or result in a default under, any provision of any Passage Material Contract, or

give any Person the right to: (A) declare a default or exercise any remedy under any Passage Material Contract, (B) any material

payment, rebate, chargeback, penalty or change in delivery schedule under any such Passage Material Contract, (C) accelerate the

maturity or performance of any Passage Material Contract or (D) cancel, terminate or modify any term of any Passage Material Contract,

except in the case of any nonmaterial breach, default, penalty or modification; or

(v)            result

in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by Passage or its Subsidiaries (except

for Permitted Encumbrances).

(b)            Except

for (i) any Consent set forth on Section 4.5 of the Passage Disclosure Schedule under any Passage Contract, (ii) the

Required Passage Stockholder Vote, (iii) the filing of the Certificate of Merger and the Amended and Restated Passage Charter with

the Secretary of State of the State of Delaware pursuant to Delaware Law, (iv) any filing that may be required under the HSR Act

and any other applicable Antitrust Laws or competition, investment or similar Laws and (v) such consents, waivers, approvals, orders,

authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, neither

Passage nor any of its Subsidiaries was, is or will be required to make any filing with or give any notice to, or to obtain any Consent

from, any Person in connection with (x) the execution, delivery or performance of this Agreement or (y) the consummation of

the Contemplated Transactions.

Passage Board and the Merger Sub Board have taken and will take all actions necessary to ensure that the restrictions applicable to business

combinations contained in Section 203 of Delaware Law are, and will be, inapplicable to the execution, delivery and performance

of this Agreement and to the consummation of the Contemplated Transactions. No other state takeover statute or similar Law applies or

purports to apply to the Merger, this Agreement or any of the other Contemplated Transactions.

4.6            Capitalization.

(a)            The

authorized capital stock of Passage consists of (i) 300,000,000 shares of common stock, par value $0.0001 per share (“Passage

Common Stock”) and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Passage Preferred

Stock”). As of the Capitalization Date, (x) 3,212,810 shares of Passage Common Stock were issued and outstanding and (y) 0

shares of Passage Preferred Stock were issued and outstanding. Passage does not hold any shares of its capital stock in its treasury.

Since the Capitalization Date through the date of this Agreement, other than in connection with the settlement or exercise, as applicable,

of Passage Options or Passage Restricted Stock Unit Awards outstanding as of the Capitalization Date and included in Section 4.6(c) of

the Passage Disclosure Schedule, neither Passage nor any of its Subsidiaries has issued any shares of capital stock or other securities

of Passage. There are no declared or accrued but unpaid dividends with respect to any shares of the Passage Common Stock and Passage

has never declared or paid any dividend or other distribution.

(b)            All

of the outstanding shares of Passage Common Stock have been duly authorized and validly issued, and are fully paid and nonassessable

and are free of any Encumbrances other than under applicable securities Laws. None of the outstanding shares of Passage Common Stock

is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right. None of the outstanding

shares of Passage Common Stock is subject to any right of first refusal in favor of Passage. Except as contemplated herein, there is

no Passage Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise

disposing of (or granting any option or similar right with respect to), any shares of Passage Common Stock. Passage is not under any

obligation, nor is Passage bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire

any outstanding shares of Passage Common Stock or other securities. Section 4.6(b) of the Passage Disclosure Schedule

accurately and completely lists all repurchase rights held by Passage with respect to shares of Passage Common Stock (including shares

issued pursuant to the exercise of stock options) and specifies which of those repurchase rights are currently exercisable.

for the Passage Equity Plans and the Passage Options and Passage Restricted Stock Unit Awards granted thereunder, Passage does not have

any stock incentive plan or any other plan, program, agreement or arrangement providing for any equity or equity-based compensation for

any Person and there were no other equity or equity-based awards outstanding as of the date of this Agreement. As of the Capitalization

Date, 59,103 shares of Passage Common Stock were reserved and available for purchase under the Passage ESPP, Passage has reserved 4,571,714

shares of Passage Common Stock for issuance under the Passage Equity Plans, of which 1,530,984 shares have been issued and are outstanding

pursuant to the exercise of Passage Options or settlement of Passage Restricted Stock Unit Awards, 649,384 shares are subject to outstanding

Passage Options, 20,000 shares are subject to outstanding Passage Restricted Stock Unit Awards, and 172,080 shares remain available for

future grant pursuant to the Passage Equity Plans. Section 4.6(c) of the Passage Disclosure Schedule sets forth a true

and complete list, as of the Capitalization Date, of each outstanding Passage Option and Passage Restricted Stock Unit Award, including:

(i) the name of the holder, (ii) the number of shares of Passage Common Stock subject to such Passage Option and/or Passage

Restricted Stock Unit Award, (iii) the exercise price of each Passage Option, (iv) the date of grant, (v) the applicable

vesting schedule, including any acceleration provisions and the number of vested and unvested shares, (vi) the expiration date,

as applicable, and (vii) whether the Passage Option is intended to be an “incentive stock option” (as defined in the

Code) or a non-qualified stock option. Passage has made available to Remix accurate and complete copies of the following (except for

such documents that are filed as an exhibit to a Passage SEC Document): (A) the standard form of agreement evidencing Passage Options

and Passage Restricted Stock Unit Awards; and (B) each agreement evidencing a Passage Option or Passage Restricted Stock Unit Award

that does not conform in all material respects to the standard form agreement. As of the date hereof, there are no ongoing offering periods

or purchase periods under the Passage ESPP, and there are no outstanding rights to purchase shares under the ESPP.

(d)            Except

as set forth on Section 4.6(c) of the Passage Disclosure Schedule, there is no: (i) outstanding subscription, option,

call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of Passage,

(ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the

capital stock or other securities of Passage, (iii) stockholder rights plan (or similar plan commonly referred to as a “poison

pill”) or Contract under which Passage is or may become obligated to sell or otherwise issue any shares of its capital stock or

any other securities or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by

any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of Passage.

(e)            All

outstanding shares of Passage Common Stock and other securities of Passage have been issued and granted in material compliance with (i) all

applicable securities laws and other applicable Law and (ii) all requirements set forth in applicable Contracts.

4.7            SEC

Filings; Financial Statements.

(a)            Passage

has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be

filed or furnished by it with the SEC under the Exchange Act or the Securities Act since June 1, 2024 (the “Passage SEC

Documents”). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement,

then on the date of such filing), each of the Passage SEC Documents complied in all material respects with the applicable requirements

of the Securities Act or the Exchange Act (as the case may be) and as of the time they were filed, none of the Passage SEC Documents

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 light of the circumstances under which they were made, not misleading. The certifications and statements

required by (i) Rule 13a-14 under the Exchange Act and (ii) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley

Act) relating to the Passage SEC Documents (collectively, the “Passage Certifications”) are accurate and complete

and comply as to form and content with all applicable Laws. As used in this Section 4.7, the term “file” and

variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise

made available to the SEC.

(b)            The

financial statements (including any related notes) contained or incorporated by reference in the Passage SEC Documents: (i) complied

as to form in all material respects with the Securities Act and the Exchange Act, as applicable, and the published rules and regulations

of the SEC applicable thereto, (ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial

statements or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited

financial statements are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount)

applied on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present, in all

material respects, the financial position of Passage as of the respective dates thereof and the results of operations and cash flows

of Passage for the periods covered thereby. Other than as expressly disclosed in the Passage SEC Documents filed prior to the date hereof,

there has been no material change in Passage’s accounting methods or principles that would be required to be disclosed in Passage’s

financial statements in accordance with GAAP. The books of account and other financial records of Passage and each of its Subsidiaries

are true and complete in all material respects.

auditor has at all times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as

defined in Section 2(a)(12) of the Sarbanes-Oxley Act), (ii) to the Knowledge of Passage, “independent” with

respect to Passage within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of Passage, in compliance

with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated

by the SEC and the Public Company Accounting Oversight Board thereunder.

(d)            Except

as set forth on Section 4.7(d) of the Passage Disclosure Schedule, Passage has not received any comment letter from

the SEC or the staff thereof or any correspondence from Nasdaq or the staff thereof relating to the delisting or maintenance of listing

of Passage Common Stock on Nasdaq. Passage has not disclosed any unresolved comments in the Passage SEC Documents.

(e)            There

have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed

by or initiated at the direction of the chief executive officer, chief financial officer, or general counsel of Passage, the Passage

Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls

required by the Sarbanes-Oxley Act.

(f)             Except

as set forth on Section 4.7(f) of the Passage Disclosure Schedule, Passage is in compliance in all material respects

with the applicable provisions of the Sarbanes-Oxley Act, the Exchange Act and the applicable listing and governance rules and

regulations of Nasdaq.

(g)            Passage

maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the

Exchange Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable

assurance (i) that Passage maintains records that in reasonable detail accurately and fairly reflect Passage’s transactions

and dispositions of assets, (ii) that transactions are recorded as necessary to permit preparation of financial statements in accordance

with GAAP, (iii) that receipts and expenditures are made only in accordance with authorizations of management and the Passage Board

and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Passage’s assets

that could have a material effect on Passage’s financial statements. Passage has evaluated the effectiveness of Passage’s

internal controls over financial reporting and, to the extent required by applicable Law, presented in any applicable Passage SEC Document

that is a report on Form 10-K or Form 10-Q (or any amendment thereto) its conclusions about the effectiveness of the internal

controls over financial reporting as of the end of the period covered by such report or amendment based on such evaluation. Passage has

disclosed to Passage’s auditors and the Audit Committee of the Passage Board (and made available to Remix a summary of the significant

aspects of such disclosure) (A) all significant deficiencies and material weaknesses in the design or operation of internal controls

over financial reporting that are reasonably likely to adversely affect Passage’s ability to record, process, summarize and report

financial information and (B) any known fraud, whether or not material, that involves management or other employees who have a

significant role in Passage or its Subsidiaries’ internal controls over financial reporting. Except as disclosed in the Passage

SEC Documents filed prior to the date hereof, Passage’s internal controls over financial reporting is effective and Passage has

not identified any material weaknesses in the design or operation of Passage’s internal controls over financial reporting.

(h)            Passage’s

“disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act)

are designed to ensure that all information (both financial and nonfinancial) required to be disclosed by Passage in the reports that

it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and

forms of the SEC, and that all such information is accumulated and communicated to Passage’s principal executive officer and principal

financial officer as appropriate to allow timely decisions regarding required disclosure and to make the Passage Certifications and such

disclosure controls and procedures are effective. Passage has carried out evaluation of the effectiveness of its disclosure controls

and procedures as required by Rule 13a-15 of the Exchange Act.

(i)             Passage

has not been and is not currently a “shell company” as defined under Section 12b-2 of the Exchange Act.

4.8            Absence

of Changes. Except as set forth on Section 4.8 of the Passage Disclosure Schedule, since March 31, 2026, Passage

and its Subsidiaries have conducted its business only in the Ordinary Course of Business (except for the execution and performance of

this Agreement and the discussions, negotiations and transactions related thereto) and there has not been any (a) Passage Material

Adverse Effect or (b) action, event or occurrence that would have required the consent of Remix pursuant to Sections 5.2(a),

5.2(c), 5.2(e), 5.2(k), 5.2(l), 5.2(m), 5.2(n), and 5.2(p) (only with respect

to the foregoing Sections) of this Agreement had such action, event or occurrence taken place after the execution and delivery of this

Agreement.

4.9            Absence

of Undisclosed Liabilities. Neither Passage nor any of its Subsidiaries has any Liability of a type required to be reflected or reserved

for on a balance sheet prepared in accordance with GAAP, except for: (a) Liabilities disclosed, reflected or reserved against in

the Passage Balance Sheet, (b) normal and recurring current Liabilities that have been incurred by Passage or its Subsidiaries

since the date of the Passage Balance Sheet in the Ordinary Course of Business (none of which relates to any breach of contract, breach

of warranty, tort, infringement, or violation of Law), (c) Liabilities for performance of obligations of Passage or any of its

Subsidiaries under Passage Contracts, (d) Liabilities incurred in connection with the Contemplated Transactions and the Subscription

Agreement and (e) Liabilities described in Section 4.9 of the Passage Disclosure Schedule.

4.10          Title

to Assets. Each of Passage and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets,

valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business or operations

or purported to be owned by it, including: (a) all tangible assets reflected on the Passage Balance Sheet and (b) all other

tangible assets reflected in the books and records of Passage as being owned by Passage. All of such assets are owned or, in the case

of leased assets, leased by Passage or any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

4.11          Real

Property; Leasehold. Neither Passage nor any of its Subsidiaries owns or has ever owned any real property, nor is Passage or any

of its Subsidiaries party to any agreement to purchase or sell any real property. Passage has made available to Remix (a) an accurate

and complete list of all real properties with respect to which Passage directly or indirectly holds a valid leasehold interest as well

as any other real estate that is in the possession of or leased by Passage or any of its Subsidiaries and (b) copies of all leases

under which any such real property is possessed (the “Passage Real Estate Leases”), each of which is in full force

and effect, with no existing material default thereunder by Passage or to the Knowledge of Passage, the other party thereto.

4.12          Intellectual

Property.

(a)            Section 4.12(a) of

the Passage Disclosure Schedule is an accurate, true and complete listing of all Passage Registered IP (other than domain names), including

for each item the record owner (and name of any other Person with an ownership interest in such item of Passage Registered IP, if any,

and the nature of such ownership interest), jurisdiction, status, date of registration or application and registration or application

number of each item, as applicable. Section 4.12(a) of the Passage Disclosure Schedule also sets forth, as of the

date of this Agreement, a list of all internet domain names in Passage Registered IP or with respect to which Passage or any of its Subsidiaries

are the registrant and, with respect to each domain name, the record owner of such domain name and if different, the legal and beneficial

owner(s) of such domain name and the applicable domain name registrar.

(b)            Section 4.12(b) of

the Passage Disclosure Schedule accurately identifies all Passage Contracts pursuant to which any material Passage IP Rights are licensed

to Passage or any of its Subsidiaries (other than to the extent such Passage IP Rights are non-exclusively licensed and are (A) any

non-customized software that (1) is licensed solely in executable or object code form pursuant to a nonexclusive license to such

software and other Intellectual Property associated with such software and (2) is not incorporated into, or material to the development,

manufacturing, or distribution of, any of Passage’s or its Subsidiaries’ products or services, (B) any Intellectual

Property licensed on a nonexclusive basis ancillary to the purchase or use of services, equipment, reagents or other materials, (C) any

confidential information provided subject to confidentiality obligations, (D) proprietary information and inventions assignment

agreements or consulting agreements between Passage or its Subsidiaries and their respective employees or individual independent contractors

that are substantially on Passage’s standard form thereof, (E) ancillary to a sale of products or services to customers or

(F) incidental to the provision of services from contract manufacturers, suppliers, distributors or other service providers to

Passage or any of its Subsidiaries). To the Knowledge of Passage, each Passage Contract listed in Section 4.12(b) of

the Passage Disclosure Schedule is in full force and effect and constitutes a legal, valid, and binding obligation of Passage, its Subsidiaries

and each other party thereto, and is enforceable against Passage, its Subsidiaries and each other party thereto in accordance with its

terms. To the Knowledge of Passage, neither Passage, its Subsidiaries, nor any other party to any Passage Contract listed in Section 4.12(b) of

the Passage Disclosure Schedule has been or is, or has been or is alleged to be, in material default under, or has provided or received

any notice of breach under, or intention to terminate (including by non-renewal), any Passage Contract listed in Section 4.12(b) of

the Passage Disclosure Schedule.

the Passage Disclosure Schedule accurately identifies each Passage Contract pursuant to which any Person other than Passage or any of

its Subsidiaries has been granted any material license under, or otherwise has received or acquired any right (whether or not currently

exercisable) or interest in, any Passage IP Rights (other than (i) any confidential information provided subject to confidentiality

obligations and (ii) any Passage IP Rights to the extent nonexclusively licensed to academic collaborators, suppliers or service

providers for the sole purpose of enabling such academic collaborator, supplier or service providers to provide services for Passage’s

or its Subsidiaries’ benefit). To the Knowledge of Passage, each Passage Contract listed in Section 4.12(c) of

the Passage Disclosure Schedule is in full force and effect and constitutes a legal, valid, and binding obligation of Passage, its Subsidiaries

and each other party thereto, and is enforceable against Passage, its Subsidiaries and each other party thereto in accordance with its

terms. Neither Passage, its Subsidiaries nor, to the Knowledge of Passage, any other party to any Passage Contract listed in Section 4.12(c) of

the Passage Disclosure Schedule has provided or received any written notice or allegation of breach under, or intention to terminate

(including by non-renewal), any Passage Contract listed in Section 4.12(c) of the Passage Disclosure Schedule.

(d)            Except

as identified on Section 4.12(d) of the Passage Disclosure Schedule, neither Passage nor any of its Subsidiaries is

bound by, no Passage Owned IP Rights are subject to, and to the Knowledge of Passage, no Passage Licensed IP Rights that are exclusively

licensed to Passage or any of its Subsidiaries are subject to (other than the rights of the applicable licensors), any Contract containing

any covenant or other provision that materially limits or restricts the ability of Passage or any of its Subsidiaries to use, exploit,

assert, or enforce any Passage Registered IP anywhere in the world.

(e)            Passage

or one of its Subsidiaries exclusively owns all right, title, and interest to and in the Passage Owned IP Rights (other than co-owned

rights identified in Section 4.12(c) of the Passage Disclosure Schedule), in each case, free and clear of any Encumbrances

(other than Permitted Encumbrances).

(f)            (i) All

documents and instruments necessary to register or apply for or renew registration of Passage Registered IP owned by Passage or one of

its Subsidiaries, and (ii) to the Knowledge of Passage, all documents and instruments necessary to register or apply for or renew

registration of Passage Registered IP exclusively licensed to Passage or any of its Subsidiaries, have been validly executed, delivered,

and filed in a timely manner with the appropriate Governmental Authority. (A) Passage or any of its Subsidiaries has filed all

statements of use and paid all renewal and maintenance fees, annuities and other fees with respect to the Passage Registered IP owned

by Passage or any of its Subsidiaries, and (B) To the Knowledge of Passage, Passage or its Subsidiaries have executed all documents

and instruments necessary to register or apply for or renew registration of Passage Registered IP exclusively licensed to Passage or

any of its Subsidiaries, in each case, that are due and payable as of the date of this Agreement.

(g)            Each

Person who is or was an employee, contractor or consultant of Passage or any of its Subsidiaries and who is or was involved in the creation,

discovery, reduction to practice or development of any material Intellectual Property for Passage or any of its Subsidiaries has signed

a valid, enforceable written agreement containing a present assignment of all rights, title and interests in and to such Intellectual

Property to Passage or such Subsidiary and confidentiality provisions protecting trade secrets and confidential information of Passage

and its Subsidiaries.

(h)            To

the Knowledge of Passage, no current or former member, officer, director, or employee of Passage or any of its Subsidiaries has any claim,

right (whether or not currently exercisable), or interest to or in any Passage Owned IP Rights. To the Knowledge of Passage, no employee

of Passage or any of its Subsidiaries is (A) bound by or otherwise subject to any Contract restricting him or her from performing

his or her duties for Passage or such Subsidiary or (B) in breach of any Contract with any former employer or other Person concerning

Passage Owned IP Rights purported to be owned by Passage or such Subsidiary or confidentiality provisions protecting trade secrets and

confidential information comprising Passage Owned IP Rights purported to be owned by Passage or such Subsidiary.

(i)             No

funding, facilities, or personnel of any Governmental Authority were used, directly or indirectly, to develop or create, in whole or

in part, any Passage Owned IP Rights, or, to the Knowledge of Passage, any Passage Licensed IP Rights that are exclusively licensed to

Passage or any of its Subsidiaries, and no educational institution has any right to, or right to royalties for, or to impose any requirement

on the manufacture or commercialization of any product incorporating, any Passage Owned IP Rights, or, to the Knowledge of Passage, any

Passage Licensed IP Rights that are exclusively licensed to Passage. To the Knowledge of Passage, no Governmental Authority has any right

to (including any “step-in” or “march-in” rights with respect to), ownership of, commercialization of, or right

to royalties or other payments for any Passage Owned IP Rights, or, to the Knowledge of Passage, any Passage Licensed IP Rights that

are exclusively licensed to Passage or any of its Subsidiaries. Without limiting the generality of the foregoing, to the Knowledge of

Passage, no invention claimed or covered by any Patent within the Passage Owned IP Rights, or, to the Knowledge of Passage, any Passage

Licensed IP Rights that are exclusively licensed to Passage or any of its Subsidiaries, (A) was conceived or reduced to practice

in connection with any research activities funded, in whole or in part, by the federal government of the United States or any agency

thereof, (B) is a “subject invention” as that term is described in 35 U.S.C. Section 201(e), or (C) is

otherwise subject to the provisions of the Bayh-Dole Act or any similar Law of any other jurisdiction, including with respect to any

Patents that are part of the Passage IP Rights.

(j)             Passage

and each of its Subsidiaries has taken reasonable steps to maintain the confidentiality of and otherwise protect, maintain and enforce

its rights in all proprietary information that Passage or such Subsidiary holds, or purports to hold, as confidential or a trade secret.

To the Knowledge of Passage, neither Passage nor any of its Subsidiaries has made any of its trade secrets or other material confidential

or proprietary information that it intended to maintain as confidential information available to any other Person except pursuant to

written agreements requiring such Person to maintain the confidentiality of such trade secrets or confidential information. To the Knowledge

of Passage, there have been no material security breaches, outages, violations or unauthorized access to any of the proprietary information

that Passage or any of its Subsidiaries holds, or purports to hold, as confidential or a trade secret, except as would not have, individually

or in the aggregate, a Passage Material Adverse Effect.

(k)            Neither

Passage nor any of its Subsidiaries has assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership

of, any Passage IP Rights to any other Person.

(l)             To

the Knowledge of Passage, neither Passage nor any of its Subsidiaries has taken or failed to take any action that could be reasonably

expected to result in the abandonment, invalidity, cancellation, forfeiture, relinquishing, invalidation or unenforceability of any Passage

Registered IP (including with respect to any Trademark, a failure to exercise adequate quality controls or an assignment in gross without

the accompanying goodwill), other than in the Ordinary Course of Business by Passage or any of its Subsidiaries for Patent or Trademark

prosecution. To the Knowledge of Passage, each item of Passage Registered IP has been duly maintained and is not expired, abandoned or

cancelled. To the Knowledge of Passage, each of the Patents included in the Passage Registered IP accurately identifies each and every

inventor of the claims thereof as determined in accordance with the applicable laws of the jurisdiction in which such Patent is issued

or pending. To the Knowledge of Passage, neither Passage nor any of its Subsidiaries has engaged in patent or copyright misuse or any

fraud or inequitable conduct in connection with any Passage Registered IP. Each of Passage and its Subsidiaries and their respective

counsel have complied with their duties of candor and disclosure and have made no material misrepresentations in the filings submitted

to the applicable Governmental Authorities with respect to any of the Passage Registered IP.

(m)            To

the Knowledge of Passage, the Passage IP Rights constitute all Intellectual Property necessary for Passage or any of its Subsidiaries

to conduct its business as currently conducted or proposed to be conducted; provided, however, that the foregoing representation

is not a representation with respect to non-infringement of Intellectual Property.

(n)            Passage

has delivered, or made available to Remix, a complete and accurate copy of all material Passage IP Rights Agreements.

(o)            To

the Knowledge of Passage, the manufacture, marketing, offering for sale, sale, importation, use or intended use or other disposal of

any product under development by Passage or any of its Subsidiaries does not violate, and, since June 1, 2023, has not violated,

any license or agreement between Passage or its Subsidiaries and any third party in any material respect, and, to the Knowledge of Passage,

does not violate, infringe or misappropriate, and, since June 1, 2023, has not violated, infringed or misappropriated, any valid

and issued Patent or other Intellectual Property of any other Person. To the Knowledge of Passage, no third party is breaching, violating,

infringing or misappropriating or, since June 1, 2023, has violated, infringed or misappropriated, any Passage Owned IP Rights,

or otherwise is breaching or, since June 1, 2023, has breached any material Passage IP Rights Agreement.

(p)            As

of the date of this Agreement, neither Passage nor any of its Subsidiaries is a party to any Legal Proceeding (including, but not limited

to, opposition, interference or other proceeding in any patent or other government office) contesting the validity, ownership or right

to use, sell, offer for sale, license or dispose of any Passage Registered IP. None of the Passage Owned IP Rights, and to the Knowledge

of Passage, the Passage Licensed IP Rights that are exclusively licensed to Passage or any of its Subsidiaries, have been adjudged invalid

or unenforceable in whole or part, and all Passage Owned IP Rights, and to the Knowledge of Passage, all Passage Licensed IP Rights that

are exclusively licensed to Passage or any of its Subsidiaries, are in full force and effect. No Patents within the Passage Registered

IP owned by Passage, or to the Knowledge of Passage, no Patents within the Passage Registered IP exclusively licensed to Passage or any

of its Subsidiaries, have been subject to any interference, derivation, reexamination (including ex parte reexamination, inter partes

reexamination, inter partes review, or post grant review), reissue, cancellation, opposition, claim, allegation or other action, including

any proceeding in which the scope, validity, inventorship, ownership or enforceability of any such Patent is being or has been contested

or challenged. Since June 1, 2023, neither Passage nor any of its Subsidiaries have received any written notice asserting that

any Passage Registered IP or the proposed use, sale, offer for sale, license or disposition of products, methods, or processes claimed

or covered thereunder infringes or misappropriates or violates the rights of any other Person or that Passage or any of its Subsidiaries

have otherwise infringed, misappropriated or otherwise violated any Intellectual Property of any Person.

(q)            To

the Knowledge of Passage, no registered trademark or trade name owned, used, or applied for by Passage or any of its Subsidiaries conflicts

or interferes with any registered trademark or trade name owned, used, or applied for by any other Person except as would not have a

Passage Material Adverse Effect. To the Knowledge of Passage, none of the goodwill associated with or inherent in any registered trademark

in which Passage or its Subsidiaries has or purports to have an ownership interest has been impaired as determined by Passage in accordance

with GAAP.

(r)            Except

(i) as would not have a Passage Material Adverse Effect or (ii) as contained in license, distribution or service agreements

entered into in the Ordinary Course of Business by Passage or any of its Subsidiaries, to the Knowledge of Passage, (A) neither

Passage nor any of its Subsidiaries is bound by any Contract to indemnify, defend, hold harmless, or reimburse any other Person with

respect to any Intellectual Property infringement, misappropriation, or similar claim which is material to Passage or any of its Subsidiaries,

taken as a whole and (B) neither Passage nor any of its Subsidiaries has ever assumed, or agreed to discharge or otherwise take

responsibility for, any existing or potential liability of another Person for infringement, misappropriation, or violation of any Intellectual

Property right, which assumption, agreement or responsibility remains in force as of the date of this Agreement.

(s)            To

the Knowledge of Passage, neither Passage nor any of its Subsidiaries is party to any Contract that, as a result of such execution, delivery

and performance of this Agreement, will (i) cause the grant, assignment or transfer to any other third party of any license or

other right to or in any Passage Registered IP, (ii) result in a breach of, default under termination of, or acceleration or modification

of such Contract with respect to any Passage Registered IP, (iii) alter, encumber impair or extinguish, or result in any Encumbrance

with respect to the right of Passage or the Surviving Corporation and its Subsidiaries to use, sell or license or enforce any Passage

Registered IP or portion thereof or (iv) result in Passage or any of its Subsidiaries being bound by or subject to any exclusivity

obligations, non-compete or other restrictions on the operation or scope of their respective businesses, or to any obligation to grant

any rights in or to any Passage Registered IP, except, in each of (i), (ii), (iii) and (iv), for the occurrence of any such grant

or impairment that would not individually or in the aggregate, result in a Passage Material Adverse Effect.

(t)            Notwithstanding

any other provisions of this Agreement, Remix acknowledges and agrees that the representations and warranties contained in this Section 4.12

are the only representations or warranties made by Passage or any of its Subsidiaries with respect to Intellectual Property, and no other

provisions of this Agreement shall be interpreted as containing any representation or warranty with respect thereto.

4.13          Agreements,

Contracts and Commitments.

(a)            Other

than Excepted Contracts, Section 4.13 of the Passage Disclosure Schedule lists the following Passage Contracts in effect

as of the date of this Agreement other than the Subscription Agreement (each, a “Passage Material Contract” and collectively,

the “Passage Material Contracts”):

(i)            each

Passage Contract that is a collective bargaining agreement or other agreement or arrangement with any labor union, works council or labor

organization;

(ii)           each

Passage Contract for the employment or engagement of any individual on an employee, consulting or other basis that provides for annual

base compensation in excess of $250,000;

(iii)          each

Passage Contract with any Passage Associate that provides for retention, change in control, transaction or other similar payments or

benefits, whether or not payable as a result of the Contemplated Transactions;

(iv)          each

Passage Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business;

(v)           each

Passage Contract containing (A) any covenant limiting the freedom of Passage or any of its Subsidiaries or the Surviving Corporation

to engage in any line of business or compete with any Person, or limiting the development, manufacture, or distribution of Passage’s

or any of its Subsidiaries’ products or services, (B) any most-favored pricing arrangement, (C) any exclusivity provision

or (D) any non-solicitation provision (excluding such provisions to the extent they provide for non-solicitation of employees,

consultants or individual independent contractors);

(vi)          each

Passage Contract (A) pursuant to which any Person granted Passage or any of its Subsidiaries an exclusive license to any Intellectual

Property, or (B) pursuant to which Passage or any of its Subsidiaries granted any Person an exclusive license to any Passage IP

Rights or (C) that is or should be listed in Section 4.12(b) or 4.12(c) of the Passage Disclosure Schedule;

(vii)         each

Passage Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $250,000 in the

aggregate pursuant to its express terms and not cancelable without penalty;

(viii)        each

Passage Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity, in each case,

involving payments in excess of $250,000 in the aggregate after the date of this Agreement;

(ix)          each

Passage Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or

instruments relating to the borrowing of money or extension of credit in excess of $250,000 in the aggregate or creating any material

Encumbrances with respect to any assets of Passage or any of its Subsidiaries or any loans or debt obligations with officers or directors

of Passage or any of its Subsidiaries;

(x)            each

Passage Contract that is: (A) a distribution agreement (identifying any that contain exclusivity provisions), (B) an agreement

involving provision of services or products with respect to any pre-clinical or clinical development activities of Passage or any of

its Subsidiaries requiring payment by or to Passage or any of its Subsidiaries after the date of this Agreement in excess of $250,000

pursuant to its express terms, (C) a dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or

other agreement currently in force under which Passage or any of its Subsidiaries has continuing obligations to develop or market any

product, technology or service, or any agreement pursuant to which Passage or any of its Subsidiaries has continuing obligations to develop

any Intellectual Property that will not be owned, in whole or in part, by Passage or such Subsidiary or (D) a Contract containing

a license under any patent, trademark registration, service mark registration, trade name or copyright registration to or from any third

party to manufacture or produce any product, service or technology of Passage or any of its Subsidiaries (except to the extent such license

is granted by Passage or any of its Subsidiaries to its service providers for provision of goods or services to Passage or any of its

Subsidiaries) or any Contract to sell, distribute or commercialize any products or service of Passage or any of its Subsidiaries, in

each case of clause (D), except for Passage Contracts entered into in the Ordinary Course of Business;

(xi)           each

Passage Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory

services to Passage or any of its Subsidiaries in connection with the Contemplated Transactions;

(xii)          each

Passage Contract to which Passage or any of its Subsidiaries is a party or by which any of their assets and properties is currently bound,

which involves annual obligations of payment by, or annual payments to, Passage or such Subsidiary in excess of $250,000;

(xiii)         a

Passage Real Estate Lease;

(xiv)        a

Contract disclosed in or required to be disclosed in Section 4.12(b) or Section 4.12(c) of the

Passage Disclosure Schedule; or

(xv)         any

other Passage Contract that is not terminable at will (with no penalty or payment) by Passage or any of its Subsidiaries, and (A) which

involves payment or receipt by Passage or such Subsidiary after the date of this Agreement under any such agreement, contract or commitment

of more than $250,000 in the aggregate, or obligations after the date of this Agreement in excess of $500,000 in the aggregate or (B) that

is material to the business or operations of Passage and its Subsidiaries taken as a whole.

(b)            Passage

has delivered or made available to Remix accurate and complete copies of all Passage Material Contracts, including all amendments thereto.

There are no Passage Material Contracts that are not in written form. Neither Passage nor any of its Subsidiaries has, nor, to the Knowledge

of Passage, as of the date of this Agreement, has any other party to a Passage Material Contract, breached, violated or defaulted under,

or received notice that it breached, violated or defaulted under, any of the terms or conditions of any such Passage Material Contract

in such manner as would permit any party to cancel or terminate any such Passage Material Contract, or would permit any party to seek

material damages thereunder. As to Passage and its Subsidiaries, as of the date of this Agreement, each Passage Material Contract is

valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has

a right pursuant to the terms of any Passage Material Contract to change, any material amount paid or payable to Passage or any of its

Subsidiaries under any Passage Material Contract or any other material term or provision of any Passage Material Contract.

4.14          Compliance;

Permits; Restrictions.

(a)            Passage

and each of its Subsidiaries is, and since June 1, 2023 has been, in material compliance with all applicable Laws. No investigation,

claim, suit, proceeding, audit, Order, or other action by any Governmental Authority is pending or, to the Knowledge of Passage, threatened

against Passage or any of its Subsidiaries. There is no agreement or Order binding upon Passage or any of its Subsidiaries which (i) could

reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Passage or any of its Subsidiaries,

any acquisition of material property by Passage or any of its Subsidiaries or the conduct of business by Passage or any of its Subsidiaries

as currently conducted, (ii) is reasonably likely to have an adverse effect on Passage’s ability to comply with or perform

any covenant or obligation under this Agreement or (iii) is reasonably likely to have the effect of preventing, delaying, making

illegal or otherwise interfering with the Contemplated Transactions.

(b)            Each

of Passage and its Subsidiaries holds all required Governmental Authorizations that are material to the operation of the business of

Passage and Merger Sub as currently conducted (collectively, the “Passage Permits”). Section 4.14(b) of

the Passage Disclosure Schedule identifies each Passage Permit. Each of Passage and its Subsidiaries is in material compliance with the

terms of such Passage Permits. No Legal Proceeding is pending or, to the Knowledge of Passage, threatened, which seeks to revoke, substantially

limit, suspend, or materially modify any Passage Permit.

are no Legal Proceedings pending or, to the Knowledge of Passage, threatened in writing with respect to an alleged material violation

by Passage or any of its Subsidiaries of the FDCA or any other similar Law promulgated by a Drug Regulatory Agency.

(d)            Each

of Passage and its Subsidiaries holds all required material Governmental Authorizations issuable by any Drug Regulatory Agency necessary

for the conduct of the business of Passage and Merger Sub as currently conducted, and, as applicable, the research, development, testing,

manufacturing, packaging, processing, storage, labeling, sale, marketing, advertising, distribution and importation or exportation, in

each case as currently conducted, of any of its product candidates (the “Passage Product Candidates”) (collectively,

the “Passage Regulatory Permits”) and, since June 1, 2023, no such Passage Regulatory Permit has been (i) revoked,

withdrawn, suspended, cancelled or terminated or (ii) modified in any material, adverse manner. Since June 1, 2023, Passage

has maintained and is in compliance in all material respects with the terms of such Passage Regulatory Permits and neither Passage nor

any of its Subsidiaries has, since June 1, 2023, received any written notice or other written communication from any Drug Regulatory

Agency regarding (A) any material violation of or failure to comply materially with any term or requirement of any Passage Regulatory

Permit or (B) any revocation, withdrawal, suspension, cancellation, termination or material modification of any Passage Regulatory

Permit.

(e)            Except

as set forth in Section 4.14(e) of the Passage Disclosure Schedule, all clinical, pre-clinical and other studies and tests

conducted by or on behalf of, or sponsored by, Passage or its Subsidiaries, in which Passage or its Subsidiaries or their respective

product candidates, including the Passage Product Candidates, have participated (collectively, “Passage Studies”),

were and, if still pending, are being conducted in compliance in all material respects with any applicable regulations of the Drug Regulatory

Agencies and other applicable Law to which such Passage Studies are or were subject, including, without limitation, 21 C.F.R. Parts

50, 54, 56, 58 and 312. Neither Passage nor any of its Subsidiaries has received any written notices, correspondence, or other communications

from any Drug Regulatory Agency requiring, or, to the Knowledge of Passage, any action to place a clinical hold order on, or otherwise

terminate, delay, or suspend any such Passage Studies, other than ordinary course communications regarding the design and implementation

of such Passage Studies.

(f)            Neither

Passage nor any of its Subsidiaries, nor, to the Knowledge of Passage, any contract manufacturer with respect to any Passage Product

Candidate, is the subject of any pending or, to the Knowledge of Passage, threatened investigation in respect of its business or products

by the FDA pursuant to the Application Integrity Policy or any other similar Law. To the Knowledge of Passage, neither Passage nor any

of its Subsidiaries nor any contract manufacturer with respect to any Passage Product Candidate has committed any acts, made any statement,

or failed to make any statement, in each case in respect of Passage’s business or products that would violate the Application Integrity

Policy or any other similar Law. Since June 1, 2023, none of Passage, any of its Subsidiaries, or to the Knowledge of Passage,

any of their respective officers, employees, agents or contract manufacturers with respect to any Passage Product Candidate has been

convicted of any crime that could result in a debarment or exclusion under (i) 21 U.S.C. Section 335a, (ii) 42 U.S.C.

§ 1320a-7, or (iii) any other applicable Law. To the Knowledge of Passage, no debarment or exclusionary claims, actions, proceedings

or investigations in respect of their business or products are pending or threatened against Passage, any of its Subsidiaries, any contract

manufacturer with respect to any Passage Product Candidate, or any of its respective officers, employees or agents. Neither Passage nor

any of its Subsidiaries is a party to or has any reporting obligations under any corporate integrity agreements, monitoring agreements,

deferred or non-prosecution agreements, consent decrees, settlement orders, or similar agreements with or imposed by any Governmental

Authority.

(g)            All

manufacturing operations conducted by, or to the Knowledge of Passage, for the benefit of, Passage or its Subsidiaries in connection

with any Passage Product Candidate, since June 1, 2023, have been and are being conducted in compliance in all material respects

with applicable Laws, including the FDCA, and to the extent applicable, the respective counterparts thereof promulgated by Governmental

Authorities in countries outside the United States.

(h)            None

of Passage, its Subsidiaries or, to the Knowledge of Passage, any manufacturing site of a contract manufacturer, in each case with respect

to such parties’ or such site’s activities conducted with respect to any Passage Product Candidate, (i) is subject

to a Drug Regulatory Agency shutdown or import or export prohibition or (ii) has since June 1, 2023, received any unresolved

Form FDA 483, notice of violation, warning letter, untitled letter, or similar correspondence or notice from the FDA or other Governmental

Authority alleging or asserting material noncompliance with any applicable Law, and, to the Knowledge of Passage, neither the FDA nor

any other Governmental Authority has threatened such action.

4.15          Legal

Proceedings; Orders.

(a)            Except

as set forth in Section 4.15 of the Passage Disclosure Schedule, there is no pending Legal Proceeding and, to the Knowledge

of Passage, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves Passage or any of its Subsidiaries

or any Passage Associate (in his or her capacity as such) or any of the material assets owned or used by Passage or any of its Subsidiaries

or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the

Contemplated Transactions.

(b)            There

is no Order to which Passage or any of its Subsidiaries, or any of the material assets owned or used by Passage or any of its Subsidiaries

is subject. To the Knowledge of Passage, no officer or other Key Employee of Passage or any of its Subsidiaries is subject to any Order

that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business of

Passage or any of its Subsidiaries or to any material assets owned or used by Passage or any of its Subsidiaries.

4.16          Tax

Matters.

(a)            Each

of Passage and each of its Subsidiaries has timely filed all income Tax Returns and all other material Tax Returns that were required

to be filed by or with respect to it under applicable Law. All such Tax Returns were correct and complete in all material respects and

have been prepared in substantial compliance with all applicable Law. Subject to exceptions as would not be material, no claim has ever

been made by a Governmental Authority in a jurisdiction where Passage or any of its Subsidiaries does not file a particular type of Tax

Return that Passage or any of its Subsidiaries is subject to taxation by that jurisdiction that would require the filing of such a Tax

Return.

(b)            All

material amounts of Taxes due and owing by Passage and each of its Subsidiaries (whether or not shown on any Tax Return) have been timely

paid. The unpaid Taxes of Passage and each of its Subsidiaries for periods (or portions thereof) ending on or prior to the date of the

Passage Balance Sheet do not materially exceed the accruals for current Taxes set forth on the Passage Balance Sheet.

of Passage and each of its Subsidiaries has withheld and paid to the appropriate Governmental Authority all material Taxes required to

have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder,

or other third party.

(d)            There

are no Encumbrances for material Taxes (other than Encumbrances described in clause (i) of the definition of “Permitted Encumbrances”)

upon any of the assets of Passage or any of its Subsidiaries.

(e)            No

deficiencies for a material amount of Taxes with respect to Passage or any of its Subsidiaries have been claimed, proposed or assessed

by any Governmental Authority in writing that have not been timely paid in full. There are no pending (or, based on written notice, threatened)

material audits, assessments, examinations or other actions for or relating to any Liability in respect of Taxes of Passage or any of

its Subsidiaries. Neither Passage nor any of its Subsidiaries has waived any statute of limitations in respect of material Taxes or agreed

to any extension of time with respect to a material Tax assessment or deficiency.

(f)             Neither

Passage nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of

the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(g)            Neither

Passage nor any of its Subsidiaries is a party to any material Tax allocation, Tax sharing or similar agreement (including indemnity

arrangements), other than Ordinary Course Agreements.

(h)            Neither

Passage nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other

than a group the common parent of which is Passage). Neither Passage nor any of its Subsidiaries has any material Liability for the Taxes

of any Person (other than Passage and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any similar provision of state,

local, or foreign law), as a transferee or successor, or by Contract (other than an Ordinary Course Agreement).

(i)             Neither

Passage nor any of its Subsidiaries has been a party to any joint venture, partnership, or other arrangement that is treated as a partnership

for U.S. federal income Tax purposes.

(j)             Neither

Passage nor any of its Subsidiaries has a permanent establishment (within the meaning of an applicable Tax treaty) or other office or

fixed place of business in a country other than the country in which it is organized.

(k)            Neither

Passage nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a

transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of

the Code.

(l)             Neither

Passage nor any of its Subsidiaries has entered into any transaction identified as a “listed transaction” for purposes of

Treasury Regulations Section 1.6011-4(b)(2).

(m)           Neither

Passage nor any of its Subsidiaries will be required to include any material item of income or gain in, or exclude any material item

of deduction or loss from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i) change in, or use of improper, method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing

agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign

income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior

to the Closing Date; (iv) prepaid amount, advance payments or deferred revenue received or accrued on or prior to the Closing Date;

(v) intercompany transaction or excess loss amount described in Treasury Regulations under Section 1502 of the Code (or any

corresponding or similar provision of state, local or foreign income Tax Law); or (vi) application of Section 367(d) of

the Code to any transfer of intangible property on or prior to the Closing Date. Passage has not made any election under Section 965(h) of

the Code.

(n)            Section 4.16(n) of

the Passage Disclosure Schedule sets forth the entity classification of Passage and each of its Subsidiaries for U.S. federal income

tax purposes. Neither Passage nor any of its Subsidiaries has made an election or taken any other action to change its federal and state

income tax classification from such existing classification.

(o)            Neither

Passage nor any of its Subsidiaries has taken or knowingly failed to take any action, nor to the Knowledge of Passage, are there any

facts or circumstances, in each case, that would reasonably be expected to prevent or impede the Merger from qualifying for the Intended

Tax Treatment.

4.17          Employee

and Labor Matters; Benefit Plans.

(a)            Section 4.17(a) of

the Passage Disclosure Schedule contains a complete and accurate list of all Passage employees as of the date of this Agreement, setting

forth for each employee: job title; classification as exempt or non-exempt for wage and hour purposes; annual base salary, hourly rate

or other rates of compensation; bonus potential; full-time or part-time status; date of hire; business location; status (i.e., active

or inactive and if inactive, the type of leave and estimated duration); and any visa or work permit status and the date of expiration,

if applicable.

(b)            Section 4.17(b) of

the Passage Disclosure Schedule contains a complete and accurate list as of the date hereof of all of the independent contractors, consultants,

temporary employees, leased employees or other agents employed or used by Passage and classified by Passage as other than employees,

or compensated other than through wages paid by Passage through Passage’s payroll department (“Passage Contingent Workers”),

showing for each Passage Contingent Worker such individual’s engagement date, role in the business, work location, and fee or compensation

arrangements.

Passage nor any of its Subsidiaries is a party to, bound by the terms of, or has a duty to bargain under, any collective bargaining agreement

or other Contract with a labor union, works council or labor organization representing any Passage Associate, and there are no labor

unions, works council or labor organizations representing or, to the Knowledge of Passage, purporting to represent or seeking to represent

any Passage Associates, including through the filing of a petition for representation election.

(d)            Section 4.17(d) of

the Passage Disclosure Schedule lists all material Passage Employee Plans.

(e)            As

applicable with respect to each material Passage Employee Plan, Passage has made available to Remix, true and complete copies of (i) the

plan document, including all amendments thereto, and in the case of an unwritten Employee Plan, a written description of all material

terms thereof, (ii) all related trust instruments or other funding-related documents and insurance contracts, (iii) the summary

plan description and each summary of material modifications thereto, (iv) the financial statements for the most recent year for

which such financial statements are available (in audited form, if available or required by ERISA) and, where applicable, annual reports

with any Governmental Authority (e.g., Form 5500 and all schedules thereto), (v) the most recent IRS determination

or opinion letter, (vi) written results of any required compliance testing for the three most recent plan years, and (vii) all

material, non-routine notices, filings or correspondence during the past three years with any Governmental Authority.

(f)            Each

Passage Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination

letter or may rely on a favorable opinion letter with respect to such qualified status from the IRS to the effect that such plan is qualified

under Section 401(a) of the Code and the related trust is exempt from federal income Taxes under Section 501(a) of

the Code. To the Knowledge of Passage, nothing has occurred that would reasonably be expected to cause the loss of the qualified status

of any such Passage Employee Plan or the Tax exempt status of any related trust.

(g)            Each

Passage Employee Plan has been established, maintained and operated in compliance, in all material respects, with its terms and all applicable

Laws, including, without limitation, the Code and ERISA. No Legal Proceeding (other than those relating to routine claims for benefits)

is pending or, to the Knowledge of Passage, threatened with respect to any Passage Employee Plan. All material payments and/or contributions

required to have been made with respect to all Passage Employee Plans have been made in accordance with the terms of the applicable Passage

Employee Plan and applicable Law in all material respects and neither Passage nor any Passage ERISA Affiliate has any material Liability

for any such unpaid contributions with respect to any Passage Employee Plan.

(h)            Neither

Passage, any of its Subsidiaries nor any of their ERISA Affiliates maintains, contributes to, is required to contribute to or has any

Liability with respect to (i) any “employee benefit plan” (within the meaning of Section 3(2) of ERISA)

that is or was subject to Title IV or Section 302 of ERISA or Section 412 of the Code, (ii) a Multiemployer Plan, (iii) any

Multiple Employer Plan, or (iv) any Multiple Employer Welfare Arrangement.

(i)             No

Passage Employee Plan provides for medical or other welfare benefits to any service provider beyond termination of service or retirement,

other than (i) pursuant to COBRA or an analogous state law requirement (the full cost of which is borne by such Person or such

Person’s dependents or beneficiaries) or (ii) continuation coverage through the end of the month in which such termination

or retirement occurs.

(j)            No

Passage Employee Plan is subject to any law of a foreign jurisdiction outside of the United States.

(k)            Each

Passage Employee Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A

of the Code has complied in all material respects with Section 409A of the Code, to the extent applicable, and no compensation

has been or would reasonably be expected to be includable in the gross income of any Passage Associate as a result of the operation of

Section 409A of the Code.

(l)             Passage

and its Subsidiaries are, and since June 1, 2023 have been, in compliance in all material respects with all applicable Laws respecting

labor, employment and employment practices, including terms and conditions of employment, worker classification, tax withholding, unemployment

compensation, workers’ compensation, prohibited discrimination, harassment, equal employment, fair employment practices, meal and

rest periods, work authorization and immigration status, employee safety and health, wages (including overtime wages), pay equity, affirmative

action, restrictive covenants, compensation, and hours of work. There are no Legal Proceedings pending or, to the Knowledge of Passage,

threatened against Passage or any of its Subsidiaries relating to any labor or employment matters or any Passage Associate. Passage is

not a party to a conciliation agreement, consent decree or other agreement or Order with any federal, state, or local agency or Governmental

Authority with respect to employment practices.

(m)           Since

June 1, 2023, (i) Passage has not taken any action which would constitute a “plant closing”, “collective

dismissal”, “group dismissal”, “group termination”, “mass termination”, or “mass layoff”

within the meaning of the WARN Act, (ii) issued any written notification of a plant closing or mass layoff required by the WARN

Act (nor has Passage or any of its Subsidiaries been under any requirement or obligation to issue any such notification), or (iii) incurred

any Liability or obligation under the WARN Act that remains unsatisfied.

(n)            Since

June 1, 2023, there has never been, nor to the Knowledge of Passage has there been any threat of, any strike, slowdown, work stoppage,

lockout, job action, union, organizing activity, question concerning representation or any similar activity or dispute, affecting Passage

or its Subsidiaries. No event has occurred within the past six (6) months, and, to the Knowledge of Passage, no condition or circumstance

exists, that would reasonably be expected to give rise to or provide a basis for the commencement of any such strike, slowdown, work

stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute.

(o)            There

is no contract, agreement, plan or arrangement to which Passage or any of its Subsidiaries is a party or by which it is bound to make

any payment or compensate any Passage Associate for Taxes incurred pursuant to the Code, including, but not limited to, Section 4999

or Section 409A of the Code.

(p)            Neither

the execution and delivery of this Agreement, the shareholder approval of this Agreement, nor the consummation of the Contemplated Transactions

(either alone or in conjunction with any other event, including without limitation, a termination of employment) will result in any (i) payment

(including severance, forgiveness of indebtedness or otherwise) or benefit becoming due to a Passage Associate, (ii) increase in

any benefits or the compensation payable under any Passage Employee Plan, (iii) acceleration of the time of payment, funding or

vesting of any such compensation or benefits or any loan forgiveness, (iv) restriction on the right of Passage or any of its Subsidiaries

or, after the consummation of Contemplated Transactions, the Surviving Corporation, to merge, amend, terminate or transfer any Passage

Employee Plan, or (v) “excess parachute payment” (within the meaning of Section 280G of the Code).

4.18          Environmental

Matters. Since June 1, 2023, Passage and each of its Subsidiaries has complied with all applicable Environmental Laws, which

compliance includes the possession by Passage of all permits and other Governmental Authorizations required under applicable Environmental

Laws and compliance with the terms and conditions thereof, except for any failure to be in compliance that, individually or in the aggregate,

would not result in a Passage Material Adverse Effect. Neither Passage nor any of its Subsidiaries has received since June 1, 2023,

any written notice or other communication (in writing or otherwise), whether from a Governmental Authority, citizens group, employee

or otherwise, that alleges that Passage or any of its Subsidiaries is not in compliance with any Environmental Law, and, to the Knowledge

of Passage, there are no circumstances that may prevent or interfere with Passage’s or any of its Subsidiaries’ compliance

with any Environmental Law in the future, except where such failure to comply would not have a Passage Material Adverse Effect. To the

Knowledge of Passage: (a) no current or prior owner of any property leased or controlled by Passage or any of its Subsidiaries

has received since June 1, 2023, any written notice or other communication relating to property owned or leased at any time by

Passage or any of its Subsidiaries, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such

current or prior owner or Passage or any of its Subsidiaries is not in compliance with or violated any Environmental Law relating to

such property and (b) neither Passage nor any of its Subsidiaries has any material Liability under any Environmental Law.

4.19          Insurance.

Passage has made available to Remix accurate and complete copies of all material insurance policies and all material self-insurance programs

and arrangements relating to the business, assets, liabilities and operations of Passage and its Subsidiaries (including Merger Sub).

Each of such insurance policies is in full force and effect and Passage and its Subsidiaries (including Merger Sub) are in compliance

in all material respects with the terms thereof. Other than customary end of policy notifications from insurance carriers, since June 1,

2023, neither Passage nor any of its Subsidiaries has received any notice or other communication regarding any actual or possible: (a) cancellation

or invalidation of any insurance policy or (b) refusal or denial of any coverage, reservation of rights or rejection of any material

claim under any insurance policy. Each of Passage and its Subsidiaries (including Merger Sub) has provided timely written notice to the

appropriate insurance carrier(s) of each Legal Proceeding pending against Passage or such Subsidiary for which Passage or such

Subsidiary has insurance coverage, and no such carrier has issued a denial of coverage or a reservation of rights with respect to any

such Legal Proceeding, or informed Passage or any of its Subsidiaries of its intent to do so.

4.20          Transactions

with Affiliates. Except as set forth in the Passage SEC Documents filed prior to the date of this Agreement, since the date of Passage’s

last proxy statement filed in 2026 with the SEC, no event has occurred that would be required to be reported by Passage pursuant to Item

404 of Regulation S-K promulgated by the SEC.

4.21          No

Financial Advisors. Except as set forth on Section 4.21 of the Passage Disclosure Schedule, no broker, finder or investment

banker is entitled to any brokerage fee, finder’s fee, opinion fee, success fee, transaction fee or other fee or commission in

connection with the Contemplated Transactions based upon arrangements made by or on behalf of Passage.

4.22          Valid

Issuance; No Bad Actor. The Passage Common Stock to be issued in the Merger will, when issued in accordance with the provisions of

this Agreement, be validly issued, fully paid and nonassessable. To the Knowledge of Passage, as of the date of this Agreement and as

of the Closing, no “bad actor” disqualifying event described in Rule 506(d)(l)(i)-(viii) of the Securities Act

(a “Disqualifying Event”) is applicable to Passage or, to Passage’s Knowledge, any Passage Covered Person, except

for a Disqualifying Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) of the Securities Act is applicable.

4.23          Privacy

and Data Security.

(a)            Passage

and its Subsidiaries have complied with all applicable Privacy Laws and the applicable terms of any Passage Contracts relating to privacy,

security, collection or use of Personal Information of any individuals (including clinical trial participants, patients, patient family

members, caregivers or advocates, physicians and other health care professionals, clinical trial investigators, researchers, pharmacists)

that interact with Passage or any of its Subsidiaries in connection with the operation of Passage’s and its Subsidiaries’

business, except for such noncompliance as has not had, and would not have, individually or in the aggregate, a Passage Material Adverse

Effect. To the Knowledge of Passage, Passage has implemented and maintains reasonable written policies and procedures, satisfying the

requirements of applicable Privacy Laws and Passage Contracts, concerning the privacy, security, collection and use of Personal Information

(“Passage Privacy Policies”) and has complied with the same, except for such noncompliance as has not to the Knowledge

of Passage had, and would not have, individually or in the aggregate, a Passage Material Adverse Effect. To the Knowledge of Passage,

as of the date hereof, no claims have been asserted or threatened against Passage by any Person alleging a violation of Privacy Laws,

Passage Privacy Policies and/or the applicable terms of any Passage Contracts relating to privacy, security, collection or use of Personal

Information of any individuals and Passage has not received written notice of any of the same. To the Knowledge of Passage, there have

been no data security incidents, personal data breaches or other adverse events or incidents related to Personal Information or Passage

data in the custody or control of Passage or any service provider acting on behalf of Passage, in each case where such incident, breach

or event would result in a notification obligation to any Person under applicable law or pursuant to the terms of any Passage Contract.

(b)            The

information technology assets and equipment of Passage and its Subsidiaries (collectively, “Passage IT Systems”) are

adequate for, and operate and perform in all material respects as required in connection with the operation of the business of Passage

and its Subsidiaries as currently conducted, and to the Knowledge of Passage, free and clear of all material bugs, errors, defects, Trojan

horses, time bombs, malware and other corruptants. Passage and its Subsidiaries have implemented and maintain commercially reasonable

physical, technical and administrative safeguards to protect Personal Information processed by or on behalf of Passage and its Subsidiaries,

any other material confidential information and the integrity and security of Passage IT Systems used in connection with their businesses,

and during the past three years, there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except

for those that have been remedied without material cost or Liability or the duty to notify any other Person.

4.24          No

Other Representations or Warranties. Passage hereby acknowledges and agrees that, except for the representations and warranties contained

in this Agreement, neither Remix nor any of its Subsidiaries nor any other person on behalf of Remix or its Subsidiaries makes any express

or implied representation or warranty with respect to Remix or its Subsidiaries or with respect to any other information provided to

Passage, any of its stockholders or any of their respective Affiliates in connection with the Contemplated Transactions, and (subject

to the express representations and warranties of Remix set forth in Article III (in each case as qualified and limited by the Remix

Disclosure Schedule)) none of Passage, or any of its Representatives, stockholders or members, has relied on any such information (including

the accuracy or completeness thereof).

Article V

COVENANTS

5.1            Conduct

of Remix’s Business. From the date hereof until the earlier of the Effective Time and the termination of this Agreement in

accordance with Article VIII (the “Pre-Closing Period”), except as set forth on Section 5.1

of the Remix Disclosure Schedule, as required by applicable Law, as otherwise provided by this Agreement and the Contemplated Transactions

or with Passage’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Remix shall, and shall cause

its Subsidiaries to, use their commercially reasonable efforts to conduct its operations in the Ordinary Course of Business and to preserve

intact the present business organizations and goodwill of the business and the present relationships of the business with material customers

and suppliers. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as set forth in Section 5.1

of the Remix Disclosure Schedule, as required by applicable Law, as otherwise specifically provided by this Agreement and the Contemplated

Transactions or with Passage’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Remix shall not,

and shall cause its Subsidiaries not to:

(a)            sell,

lease, license or otherwise dispose of any material assets of Remix, or in either case, any interests therein, except (i) pursuant

to existing Contracts, (ii) for sales or licensing of products to customers or (iii) otherwise in the Ordinary Course of

Business;

(b)            take

any action with respect to any equity interests of Remix or any of its Subsidiaries, including any issuance, sale, transfer, redemption,

repurchase, recapitalization, adjustment, split, combination, reclassification, dividend, distribution or any other action in respect

thereof;

incur, assume, guarantee or repay (other than any mandatory repayments) any indebtedness;

(d)            issue,

deliver, sell, grant, pledge, transfer, subject to any Encumbrance or dispose of any Remix Capital Stock or the securities of any Subsidiary

of Remix;

(e)            create

or otherwise incur any Encumbrance on any material asset of Remix or any of its Subsidiaries, other than Permitted Encumbrances;

(f)             make

any loans, advances or capital contributions to, or investments in, any Person other than Remix;

(g)            adversely

amend or otherwise adversely modify in any material respect or terminate (excluding any expiration in accordance with its terms) any

Contract listed in Section 3.13 of the Remix Disclosure Schedule, other than any amendment or modification entered into

in the Ordinary Course of Business and containing terms not materially less favorable to Remix or any of its Subsidiaries than the terms

of such Contract in effect as of the date of this Agreement;

(h)            enter

into any Contract that would be required to be disclosed in Section 3.13(a) of the Remix Disclosure Schedule if such

Contract were in effect as of the date of this Agreement, other than any such Contract entered into in the Ordinary Course of Business;

(i)             except

as required by any Remix Employee Plan, (i) increase any salary, wage or other compensation or benefit to, or enter into or amend

any employment, retention, change-in-control, termination or severance agreement with, any Remix Associate, other than annual increases

in base compensation in the Ordinary Course of Business with respect to employees whose annual base compensation is less than $500,000

and provided that such increases do not, individually or in the aggregate, result in any material increase in costs, obligations or liabilities

for Remix and its Subsidiaries, (ii) grant or pay any bonuses to any Remix Associate other than in the Ordinary Course of Business,

(iii) establish, enter into or adopt any new material Remix Employee Plan or any plan, program, policy, agreement or arrangement

that would be a material Remix Employee Plan if it was in effect on the date hereof or amend or modify, in a manner that would, individually

or in the aggregate, materially increase costs, obligations or liabilities for Remix and its Subsidiaries or the Surviving Corporation,

any existing Remix Employee Plan or accelerate the vesting of any compensation (including stock options, restricted stock, restricted

stock units, phantom units, warrants, other shares of capital stock or rights of any kind to acquire any shares of capital stock or equity-based

awards) for the benefit of any Remix Associate, other than any such acceleration occurring in the Ordinary Course of Business, (iv) take

any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to be provided to any Remix Associate,

other than in the Ordinary Course of Business, (v) grant any new long-term incentive or equity-based awards, or amend or modify

the terms of any such outstanding awards under any Remix Employee Plan or (vi) hire, terminate (other than for cause), promote

or change the employment status or title of any Remix Associate, other than in the Ordinary Course of Business;

(j)             adopt,

enter into, amend or terminate any collective bargaining agreement or Contract with any labor union, works council or labor organization;

(k)            settle

any material Legal Proceeding involving Remix or any of its Subsidiaries or relating to the transactions contemplated by this Agreement,

in either case, for more than $100,000 individually or $250,000 in the aggregate;

(l)             make

or change any material Tax election or Tax accounting method, change any annual Tax accounting period, amend any material Tax Return,

enter into any closing agreement with a Governmental Authority with respect to material Taxes or settle any Tax claim with respect to

material Taxes;

(m)           take

any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Merger

from qualifying for the Intended Tax Treatment;

(n)            make

any material change in any method of financial accounting or financial accounting practice of Remix or any of its Subsidiaries, except

for any such change required by reason of a change in GAAP or other applicable financial accounting standards;

(o)            other

than in connection with actions contemplated by this Agreement, adopt, approve, consent to or propose any change in the Organizational

Documents of Remix or any of its Subsidiaries; or

(p)            agree

or commit to do any of the foregoing.

Notwithstanding the generality

of the foregoing, nothing set forth in this Section 5.1 shall restrict Remix’s rights to effectuate the Concurrent

Financing upon the terms set forth in the Subscription Agreement on the date hereof. Nothing contained in this Agreement shall give Passage,

directly or indirectly, the right to control or direct the operations of Remix prior to the Effective Time. Prior to the Effective Time,

Remix shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control and supervision over its

business operations.

5.2            Conduct

of Passage’s Business. During the Pre-Closing Period, except as set forth on Section 5.2 of the Passage Disclosure

Schedule, as required by applicable Law, as otherwise provided by this Agreement and the Contemplated Transactions or with Remix’s

prior written consent (not to be unreasonably withheld, conditioned or delayed), Passage shall, and shall cause its Subsidiaries to,

use their commercially reasonable efforts to conduct its operations in the Ordinary Course of Business and to preserve intact the present

business organizations and goodwill of the business and the present relationships of the business with material customers and suppliers.

Without limiting the generality of the foregoing, during the Pre-Closing Period, except as set forth in Section 5.2 of the

Passage Disclosure Schedule, as required by applicable Law, as otherwise specifically provided by this Agreement and the Contemplated

Transactions or with Remix’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Passage shall not,

and shall cause its Subsidiaries not to:

(a)            sell,

lease, license or otherwise dispose of any material assets of Passage, or in either case, any interests therein, except (i) pursuant

to existing Contracts, (ii) for sales or licensing of products to customers or (iii) otherwise in the Ordinary Course of

Business;

(b)            except

for the issuance of securities under this Agreement, take any action with respect to any equity interests of Passage or any of its Subsidiaries,

including any issuance, sale, transfer, redemption, repurchase, recapitalization, adjustment, split, combination, reclassification, dividend,

distribution or any other action in respect thereof;

incur, assume, guarantee or repay (other than any mandatory repayments) any indebtedness;

(d)            issue,

deliver, sell, grant, pledge, transfer, subject to any Encumbrance or dispose of any Passage Common Stock or the securities of any Subsidiary

of Passage;

(e)            create

or otherwise incur any Encumbrance on any material asset of Passage, other than Permitted Encumbrances;

(f)             make

any loans, advances or capital contributions to, or investments in, any Person other than Passage;

(g)            adversely

amend or otherwise adversely modify in any material respect or terminate (excluding any expiration in accordance with its terms) any

Contract listed in Section 4.13 of the Passage Disclosure Schedule, other than any amendment or modification entered into

in the Ordinary Course of Business and containing terms, not materially less favorable to Passage or any of its Subsidiaries than the

terms of such Contract in effect as of the date of this Agreement;

(h)            enter

into any Contract that would be required to be disclosed in Section 4.13 of the Passage Disclosure Schedule if such Contract

were in effect as of the date of this Agreement, other than any such Contract entered into in the Ordinary Course of Business;

(i)             except

as required by any Passage Employee Plan, (i) increase any salary, wage or other compensation or benefit to, or enter into or amend

any employment, retention, change-in-control, termination or severance agreement with, any Passage Associate, (ii) grant or pay

any bonuses to any Passage Associate, (iii) establish, enter into or adopt any new Passage Employee Plan or any plan, program,

policy, agreement or arrangement that would be a material Passage Employee Plan if it was in effect on the date hereof or amend or modify,

in a manner that would, individually or in the aggregate, materially increase costs, obligations or liabilities for Passage and its Subsidiaries

or the Surviving Corporation, any existing Passage Employee Plan or accelerate the vesting of any compensation (including stock options,

restricted stock, restricted stock units, phantom units, warrants, other shares of capital stock or rights of any kind to acquire any

shares of capital stock or equity-based awards) for the benefit of any Passage Associate, (iv) grant to any Passage Associate any

right to receive, or pay to any Passage Associate, any severance, change in control, transaction, retention, termination or similar compensation

or benefits or increases therein, (v) take any action to accelerate any payment or benefit, or the funding of any payment or benefit,

payable or to be provided to any Passage Associate, (vi) grant any new long-term incentive or equity-based awards, or amend or

modify the terms of any such outstanding awards under any Passage Employee Plan or (vii) hire, terminate (other than for cause),

promote or change the employment status or title of any Passage Associate other than terminations of any Passage Associate who is not

an officer of Passage;

(j)             adopt,

enter into, amend or terminate any collective bargaining agreement or Contract with any labor union, works council or labor organization;

(k)            settle

any material Legal Proceeding involving Passage or relating to the transactions contemplated by this Agreement;

(l)             make

or change any material Tax election or Tax accounting method, change any annual Tax accounting period, amend any material Tax Return;

enter into any closing agreement with a Governmental Authority with respect to material Taxes or settle any Tax claim with respect to

material Taxes;

(m)           take

any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent the Merger

from qualifying for the Intended Tax Treatment;

(n)            make

any material change in any method of financial accounting or financial accounting practice of Passage, except for any such change required

by reason of a change in GAAP or other applicable financial accounting standards;

(o)            other

than in connection with actions contemplated by this Agreement, adopt, approve, consent to or propose any change in the Organizational

Documents of Passage; or

(p)            agree

or commit to do any of the foregoing.

Notwithstanding the generality

of the foregoing, nothing set forth in this Section 5.2 shall restrict Passage’s right to effectuate the Legacy Asset

Disposition. Nothing contained in this Agreement shall give Remix, directly or indirectly, the right to control or direct the operations

of Passage prior to the Effective Time. Prior to the Effective Time, Passage shall exercise, consistent with the terms and conditions

of this Agreement, complete unilateral control and supervision over its business operations.

5.3            Access

and Investigation.

(a)            Subject

to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement,

during the Pre-Closing Period, upon reasonable notice, Passage, on the one hand, and Remix, on the other hand, shall and shall use commercially

reasonable efforts to cause such Party’s Representatives to: (i) provide the other Party and such other Party’s Representatives

with reasonable access during normal business hours to such Party’s Representatives, personnel, property and assets and to all

existing books, records, Tax Returns, work papers and other documents and information relating to such Party and its Subsidiaries, (ii) provide

the other Party and such other Party’s Representatives with such copies of the existing books, records, Tax Returns, work papers,

product data, and other documents and information relating to such Party and its Subsidiaries, and with such additional financial, operating

and other data and information regarding such Party and its Subsidiaries as the other Party may reasonably request, (iii) permit

the other Party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief

financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal

controls of such Party to discuss such matters as the other Party may deem reasonably necessary or appropriate, in each case of clauses

(i), (ii) and (iii), solely for the purpose of consummating the Contemplated Transactions, and (iv) provide the other Party

with copies of any material notice, report or other document filed with or sent to or received from any Governmental Authority in connection

with the Contemplated Transactions. Any investigation conducted by either Passage or Remix pursuant to this Section 5.3

shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party.

(b)            Notwithstanding

anything herein to the contrary in this Section 5.3, no access or examination contemplated by this Section 5.3

shall be permitted to the extent that it would (i) require any Party or its Subsidiaries to waive the attorney-client privilege

or attorney work product privilege, (ii) result in the disclosure of any trade secrets of any Party or any of its Subsidiaries,

(iii) result in the disclosure of any documents or information reasonably pertinent to any adverse Legal Proceeding between Remix

or any of its Affiliates, on the one hand, and Passage or any of its Affiliates, on the other hand, or (iv) violate any applicable

Law or the terms or conditions of any Remix Contract or Passage Contract (the exceptions set forth in clauses (i)-(iv), collectively,

the “Access Exceptions”); provided that such Party or its Subsidiary (A) shall be entitled to withhold

only such information that may not be provided without causing such violation, disclosure or waiver, (B) shall provide to the other

Party all related information that may be provided without causing such violation, disclosure or waiver (including, to the extent permitted,

redacted versions of any such information) and (C) shall enter into such effective and appropriate joint-defense agreements or

other protective arrangements as may be reasonably requested by the other Party in order that all such information may be provided to

the other Party without causing such violation, disclosure or waiver (the requirements set forth in clauses (A)-(C), collectively, the

“Access Exception Efforts”).

5.4            No

Solicitation.

(a)            Each

of Passage and Remix agrees that, during the Pre-Closing Period, neither it nor any of its Subsidiaries shall, nor shall it or any of

its Subsidiaries authorize or permit any of its Representatives to, directly or indirectly: (i) solicit, initiate or knowingly

encourage, induce or facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry

or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry, (ii) furnish any

non-public information regarding such Party to any Person (other than Remix or Passage) in connection with or in response to an Acquisition

Proposal or Acquisition Inquiry, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal

or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal (subject to Sections 5.8 and 5.9),

(v) subject to Sections 5.8 and 5.9, execute or enter into any letter of intent or any Contract contemplating or

otherwise relating to any Acquisition Transaction, other than an Acceptable Confidentiality Agreement entered into in compliance with

Section 5.4(b) (such letter of intent or Contract, an “Alternative Acquisition Agreement”) or (vi) publicly

propose to do any of the foregoing. For the avoidance of doubt, Remix may engage in ordinary-course business development activities,

including responding to inquiries or furnishing third parties information with respect to Remix or its business, in each case, without

complying with the requirements of this Section 5.4.

(b)            Notwithstanding

anything contained in Section 5.4(a) and subject to compliance with Section 5.4(a), prior to the approval

of this Agreement by Passage’s stockholders (i.e., the Required Passage Stockholder Vote), Passage may furnish non-public information

regarding Passage and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written

Acquisition Proposal of Passage which the Passage Board determines in good faith, after consultation with Passage’s financial advisors

and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither

Passage nor any Representative of Passage shall have breached Section 5.4(a) in any material respect, (B) the

Passage Board concludes in good faith based on the advice of outside legal counsel, that the failure to take such action would reasonably

be expected to result in a breach of the fiduciary duties of the Passage Board under applicable Law, (C) Passage gives Remix prior

written notice of Passage’s intention to furnish non-public information to, or enter into discussions with, such Person, (D) Passage

receives from such Person an executed Acceptable Confidentiality Agreement and (E) substantially concurrently with furnishing any

such non-public information to such Person, Passage furnishes such non-public information to Remix (to the extent such information has

not been previously furnished by Passage to Remix). Without limiting the generality of the foregoing, Passage acknowledges and agrees

that, in the event any Representative of Passage takes any action in its capacity as a Representative of Passage that, if taken by Passage,

would constitute a breach of Section 5.4(a) by Passage, the taking of such action by such Representative shall be

deemed to constitute a breach of Section 5.4(a) by Passage for purposes of this Agreement.

anything contained in Section 5.4(a) and subject to compliance with Section 5.4(a), prior to the approval

of this Agreement by Remix’s stockholders (i.e., the Required Remix Stockholder Vote), Remix may furnish non-public information

regarding Remix and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written

Acquisition Proposal of Remix which the Remix Board determines in good faith, after consultation with Remix’s financial advisors

and outside legal counsel, constitutes, or is reasonably likely to result in, a Superior Offer (and is not withdrawn) if: (A) neither

Remix nor any Representative of Remix shall have breached Section 5.4(a) in any material respect, (B) the Remix

Board concludes in good faith based on the advice of outside legal counsel, that the failure to take such action would reasonably be

expected to result in a breach of the fiduciary duties of the Remix Board under applicable Law, (C) Remix gives Passage prior written

notice of Remix’s intention to furnish non-public information to, or enter into discussions with, such Person, (D) Remix

receives from such Person an executed Acceptable Confidentiality Agreement and (E) substantially concurrently with furnishing any

such non-public information to such Person, Remix furnishes such non-public information to Passage (to the extent such information has

not been previously furnished by Remix to Passage). Without limiting the generality of the foregoing, Remix acknowledges and agrees that,

in the event any Representative of Remix takes any action in its capacity as a Representative of Remix that, if taken by Remix, would

constitute a breach of Section 5.4(a) by Remix, the taking of such action by such Representative shall be deemed to

constitute a breach of Section 5.4(a) by Remix for purposes of this Agreement.

(d)            If

any Party or any Representative of such Party receives an Acquisition Proposal or Acquisition Inquiry at any time during the Pre-Closing

Period, then such Party shall promptly (and in no event later than one Business Day after such Party becomes aware of such Acquisition

Proposal or Acquisition Inquiry) advise the other Party orally and in writing of such Acquisition Proposal or Acquisition Inquiry (including

the identity of the Person making or submitting such Acquisition Proposal or Acquisition Inquiry, and provide a copy of the Acquisition

Proposal or Acquisition Inquiry, or if the Acquisition Proposal or Acquisition Inquiry is not written, the terms thereof). Such Party

shall keep the other Party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry

and any material modification or material proposed modification thereto.

(e)            Each

Party shall immediately cease and cause to be terminated any existing discussions, negotiations and communications with any Person that

relate to any Acquisition Proposal or Acquisition Inquiry as of the date of this Agreement and request the destruction or return of any

non-public information provided to such Person.

5.5            Notification

of Certain Matters. During the Pre-Closing Period, each of Remix, on the one hand, and Passage, on the other hand, shall promptly

notify the other (and, if in writing, furnish copies of) if any of the following occurs: (i) any notice or other communication

is received from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated

Transactions, (ii) any Legal Proceeding against or involving or otherwise affecting such Party or its Subsidiaries is commenced,

or, to the Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director, officer or Key Employee

of such Party, (iii) such Party becomes aware of any inaccuracy in any representation or warranty made by such Party in this Agreement

or (iv) the failure of such Party to comply with any covenant or obligation of such Party; in each case that could reasonably be

expected to make the timely satisfaction of any of the conditions set forth in Article VI impossible or materially less

likely. No such notice shall be deemed to supplement or amend the Remix Disclosure Schedule or the Passage Disclosure Schedule for the

purpose of (A) determining the accuracy of any of the representations and warranties made by Remix or Passage in this Agreement

or (B) determining whether any condition set forth in Article VI has been satisfied. Any failure by either Party to

provide notice pursuant to this Section 5.5 shall not be deemed to be a breach for purposes of Section 6.2(b) or

6.3(b), as applicable, unless such failure to provide such notice was knowing and intentional.

5.6            Legacy

Asset Disposition.

(a)            Prior

to the Closing Date, Passage shall be entitled, but under no obligation, to sell, transfer, license, assign or otherwise divest any or

all of the assets and rights primarily relating to Passage’s full AAV particle purification method or other inventions generated

by Passage Bio in connection with its PBFT02 clinical studies (the “Legacy Assets”) in a transaction or series of

transactions (the “Legacy Asset Disposition”); provided that Passage (i) keeps Remix reasonably informed

with respect to the status and terms of any potential Legacy Asset Disposition, (ii) does not provide any non-public information

of Passage to any third parties unless such third party has executed an Acceptable Confidentiality Agreement, (iii) furnishes such

non-public information to be provided such third party to Remix (to the extent such information has not been previously furnished by

Passage to Remix) substantially concurrently with furnishing any such non-public information to such third party, (iv) provides

Remix with a copy of any definitive agreement providing for a Legacy Asset Disposition at least five Business Days prior to entry into

such agreement and (v) as promptly as practicable after the consummation of any Legacy Asset Disposition, notifies Remix of any

such consummation. Passage may not enter into any agreement with respect to the Legacy Asset Disposition that would result in a continuing

obligation or liability to Passage, the Surviving Corporation or any of their respective Affiliates without the prior written consent

of Remix (which consent shall not be unreasonably withheld, conditioned or delayed). Each Party acknowledges that Passage may, in contemplation

of the Legacy Asset Disposition, (A) establish one or more Subsidiaries to hold the Legacy Assets, (B) transfer to any such

Subsidiary any or all of the Legacy Assets and the liabilities and obligations related thereto and (C) take such other steps that

are reasonably necessary to prepare for the Legacy Asset Disposition. If Passage transfers the Legacy Assets to one or more Subsidiaries,

the terms of this Section 5.6(a) shall apply to such Subsidiaries in addition to Passage. Each Party further acknowledges

that Passage may not be successful in completing, or may determine not to proceed, with the Legacy Asset Disposition.

(b)            For

the avoidance of doubt, any sale, transfer, license, assignment or other divestiture of Legacy Assets on or after the Closing Date shall

be governed by the terms and conditions of the CVR Agreement.

5.7            Registration

Statement; Proxy Statement.

(a)            As

promptly as practicable (but in any event, no later than twenty (20) Business Days) after the date of this Agreement, (i) Passage,

in cooperation with Remix, shall prepare and file with the SEC a proxy statement relating to the Passage Stockholder Meeting to be held

in connection with the Merger (together with any amendments thereof or supplements thereto, the “Proxy Statement”)

and (ii) Passage, in cooperation with Remix, shall prepare and file with the SEC a registration statement on Form S-4 (the

“Form S-4”), in which the Proxy Statement shall be included as a part (the Proxy Statement and the Form S-4,

collectively, the “Registration Statement”), in connection with the registration under the Securities Act of the shares

of Passage Common Stock to be issued by virtue of the Merger. Each of Passage and Remix shall use their commercially reasonable efforts

to respond promptly to any comments of the SEC or its staff and to cause the Registration Statement to become effective as promptly as

practicable, and shall take all or any action required under any applicable federal, state, securities and other Laws in connection with

the issuance of shares of Passage Common Stock pursuant to the Merger. Each of the Parties shall furnish all information concerning itself

and their Affiliates, as applicable, to the other Parties as the other Parties may reasonably request in connection with such actions

and the preparation of the Registration Statement and Proxy Statement.

(b)            Passage

covenants and agrees that the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith)

will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Remix covenants

and agrees that the information supplied by or on behalf of Remix and its Subsidiaries to Passage for inclusion in the Registration Statement

(including the Remix Audited Financial Statements) will not contain any untrue statement of a material fact or omit to state any material

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

made, not misleading. Notwithstanding the foregoing, Passage makes no covenant, representation or warranty with respect to statements

made in the Registration Statement (and the letter to stockholders, notice of meeting and form of proxy included therewith) based on

information provided by Remix or its Subsidiaries or any of their Representatives for inclusion therein. Remix and its legal counsel

shall be given reasonable opportunity to review and comment on the Registration Statement, including all amendments and supplements thereto,

prior to the filing thereof with the SEC, and on the response to any comments on the SEC prior to the filing thereof with the SEC; provided,

however, that the foregoing shall not apply to any amendment to the Registration Statement pertaining to a Passage Board Adverse

Recommendation Change. Each of the Parties shall use commercially reasonable efforts to cause the Registration Statement to comply with

the applicable rules and regulations promulgated by the SEC, to respond promptly to any comments of the SEC or its staff and to

have the Registration Statement declared effective under the Securities Act as promptly as practicable after it is filed with the SEC.

of the Parties shall use commercially reasonable efforts to cause the Proxy Statement to be mailed to Passage’s stockholders as

promptly as practicable after the Registration Statement is declared effective under the Securities Act. If Passage, Merger Sub or Remix

become aware of any event or information that, pursuant to the Securities Act or the Exchange Act, should be disclosed in an amendment

or supplement to the Registration Statement or Proxy Statement, as the case may be, then such Party, as the case may be, shall promptly

inform the other Parties thereof and shall cooperate with such other Parties in filing such amendment or supplement with the SEC and,

if appropriate, in mailing such amendment or supplement to the Passage stockholders.

(d)            Remix

shall reasonably cooperate with Passage and provide, and cause its Representatives to provide, Passage and its Representatives, with

all true, correct and complete information regarding Remix and its Subsidiaries that is required by Law to be included in the Registration

Statement or reasonably requested by Passage to be included in the Registration Statement. Remix will use commercially reasonable efforts

to cause Remix’s independent accounting firm to deliver any consent that Passage is required to file with the SEC with respect

to the inclusion of the independent accounting firm’s opinion on the audited financial statements of Remix in any filing of the

Registration Statement with the SEC.

5.8            Remix

Stockholder Written Consent.

(a)            Promptly

after the Registration Statement has been declared effective under the Securities Act, and in any event no later than two (2) Business

Days thereafter, Remix shall prepare, with the cooperation of Passage, and cause to be mailed to its stockholders an information statement,

which shall include a copy of the Proxy Statement (the “Information Statement”), and the Remix Stockholder Written

Consent, in order to solicit the approval of Remix’s stockholders, including but not limited to Remix’s stockholders sufficient

for the Required Remix Stockholder Vote in lieu of a meeting pursuant to Section 228 of Delaware Law, for purposes of (i) adopting

and approving this Agreement and the Contemplated Transactions, and (ii) acknowledging that the approval given thereby is irrevocable.

Remix shall use its reasonable best efforts to cause Remix’s stockholders sufficient for the Required Remix Stockholder Vote to

execute and deliver to Remix the Remix Stockholder Written Consent promptly following delivery thereof, and in any event no later than

fifteen (15) days after the Registration Statement has been declared effective. Promptly following receipt of the duly executed Remix

Stockholder Written Consent, Remix shall deliver a copy of the duly executed Remix Stockholder Written Consent to Passage. Under no circumstances

shall Remix assert that any other approval or consent is necessary by its stockholders to approve this Agreement and the Contemplated

Transactions.

(b)            Promptly

following receipt of the Required Remix Stockholder Vote, Remix shall prepare and mail a notice to every stockholder of Remix that did

not execute the Remix Stockholder Written Consent. Such notice shall (i) be a statement to the effect that the Remix Board determined

that the Merger is advisable in accordance with Section 251(b) of Delaware Law and in the best interests of the stockholders

of Remix and approved and adopted this Agreement, the Merger and the other Contemplated Transactions, and (ii) provide the stockholders

of Remix to whom it is sent with notice of the actions taken in the Remix Stockholder Written Consent, including the adoption and approval

of this Agreement, the Merger and the other Contemplated Transactions in accordance with Section 228(e) of Delaware Law and

Remix’s Organizational Documents.

agrees that, subject to Section 5.8(d): (i) the Remix Board shall recommend that the holders of Remix Capital Stock

vote to adopt and approve this Agreement and the Contemplated Transactions, including the Merger, the Remix Preferred Stock Conversion,

and the Remix Charter Amendment, as required under Delaware Law and Remix’s Organizational Documents (the “Remix Stockholder

Matters”) and shall use commercially reasonable efforts to solicit such approval within the timeframe set forth in Section 5.8(a),

(ii) the Information Statement shall include a statement to the effect that the Remix Board recommends that Remix’s stockholders

vote to approve the Remix Stockholder Matters (the recommendation of the Remix Board being referred to as the “Remix Board Recommendation”)

and (iii) the Remix Board Recommendation shall not be withheld, amended, withdrawn or modified (and the Remix Board shall not publicly

propose to withhold, amend, withdraw or modify the Remix Board Recommendation) in a manner adverse to Passage, and no resolution by the

Remix Board or any committee thereof to withdraw or modify the Remix Board Recommendation in a manner adverse to Passage or to adopt,

approve or recommend (or publicly propose to adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the

actions set forth in the foregoing clause (iii), collectively, a “Remix Board Adverse Recommendation Change”).

(d)            Notwithstanding

anything to the contrary contained in Section 5.8(c), and subject to compliance with Section 5.4 and Section 5.8,

if at any time prior to the approval of the Remix Stockholder Matters by the Required Remix Stockholder Vote, Remix receives a bona fide

written Superior Offer, the Remix Board may make a Remix Board Adverse Recommendation Change if, but only if, in the receipt of and on

account of such Superior Offer, (i) the Remix Board determines in good faith, after consultation with its outside legal counsel,

that the failure to make a Remix Board Adverse Recommendation Change would reasonably be expected to be inconsistent with its fiduciary

duties under applicable Law, (ii) Remix has, and has caused its financial advisors and outside legal counsel to, during the Notice

Period, negotiate with Passage in good faith to make such adjustments to the terms and conditions of this Agreement so that such Acquisition

Proposal ceases to constitute a Superior Offer and (iii) if after Passage shall have delivered to Remix a written offer to alter

the terms or conditions of this Agreement during the Notice Period (or if Passage declines to do so), the Remix Board shall have determined

in good faith, after consultation with its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Remix Board

Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law (after taking into account

such alterations of the terms and conditions of this Agreement, if any); provided that (x) Passage receives written notice

from Remix confirming that the Remix Board has determined to change its recommendation during the Notice Period, which notice shall include

written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any

Notice Period, Passage shall be entitled to deliver to Remix one or more counterproposals to such Acquisition Proposal and Remix will,

and cause its Representatives to, negotiate with Passage in good faith (to the extent Passage desires to negotiate) to make such adjustments

in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in

the event of any material amendment to any Superior Offer (including any revision in price or percentage of the combined company that

Remix’s stockholders would receive as a result of such potential Superior Offer), Remix shall be required to provide Passage with

notice of such material amendment and the Notice Period shall be extended, if applicable, to ensure that at least two (2) Business

Days remain in the Notice Period following such notification during which the parties shall comply again with the requirements of this

Section 5.8(d) and the Remix Board shall not make a Remix Board Adverse Recommendation Change prior to the end of

such Notice Period as so extended (it being understood that there may be multiple extensions).

(e)            Subject

to Section 8.1, Remix’s obligation to solicit the consent of its stockholders to sign the Remix Stockholder Written

Consent in accordance with Section 5.8(a) shall not be limited or otherwise affected by the commencement, disclosure,

announcement or submission of any Superior Offer or other Acquisition Proposal or Acquisition Inquiry, or by any Remix Board Adverse

Recommendation Change.

5.9            Passage

Stockholder Meeting.

(a)            Passage

shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Passage Common Stock

to consider and vote to approve this Agreement and the Contemplated Transactions, including the issuance of the shares of Passage Common

Stock to the stockholders of Remix pursuant to the terms of this Agreement (i.e., the Nasdaq Issuance Proposal) and the adoption

of the Amended and Restated Passage Charter, and, if the Passage Board determines to complete the Reverse Stock Split, an amendment to

Passage’s certificate of incorporation to effect the Reverse Stock Split (the “Reverse Stock Split Proposal”)

(collectively, the “Passage Stockholder Matters” and such meeting, the “Passage Stockholder Meeting”).

The Passage Stockholder Meeting shall be held as promptly as practicable after the date that the Registration Statement is declared effective

under the Securities Act, and in any event no later than forty-five (45) days after the effective date of the Registration Statement.

Passage shall take reasonable measures to ensure that all proxies solicited in connection with the Passage Stockholder Meeting are solicited

in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Passage Stockholder

Meeting, or a date preceding the date on which the Passage Stockholder Meeting is scheduled, Passage reasonably believes that (i) it

will not receive proxies sufficient to obtain the Required Passage Stockholder Vote, whether or not a quorum would be present or (ii) it

will not have sufficient shares of Passage Common Stock represented (whether in person or by proxy) to constitute a quorum necessary

to conduct the business of the Passage Stockholder Meeting, Passage may postpone or adjourn, or make one or more successive postponements

or adjournments of, the Passage Stockholder Meeting as long as the date of the Passage Stockholder Meeting is not postponed or adjourned

more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.

(b)            Passage

agrees that, subject to Section 5.9(c): (i) the Passage Board shall recommend that the holders of Passage Common Stock

vote to approve the Passage Stockholder Matters and shall use commercially reasonable efforts to solicit such approval within the timeframe

set forth in Section 5.9(a) above, (ii) the Proxy Statement shall include a statement to the effect that the

Passage Board recommends that Passage’s stockholders vote to approve the Passage Stockholder Matters (the recommendation of the

Passage Board being referred to as the “Passage Board Recommendation”) and (iii) the Passage Board Recommendation

shall not be withheld, amended, withdrawn or modified (and the Passage Board shall not publicly propose to withhold, amend, withdraw

or modify the Passage Board Recommendation) in a manner adverse to Remix, and no resolution by the Passage Board or any committee thereof

to withdraw or modify the Passage Board Recommendation in a manner adverse to Remix or to adopt, approve or recommend (or publicly propose

to adopt, approve or recommend) any Acquisition Proposal shall be adopted or proposed (the actions set forth in the foregoing clause

(iii), collectively, a “Passage Board Adverse Recommendation Change”).

anything to the contrary contained in Section 5.9(b), and subject to compliance with Section 5.4 and Section 5.9,

if at any time prior to the approval of Passage Stockholder Matters by the Required Passage Stockholder Vote, Passage receives a bona

fide written Superior Offer, the Passage Board may make a Passage Board Adverse Recommendation Change if, but only if, in the receipt

of and on account of such Superior Offer, (i) the Passage Board determines in good faith, after consultation with its outside legal

counsel, that the failure to make a Passage Board Adverse Recommendation Change would reasonably be expected to be inconsistent with

its fiduciary duties under applicable Law, (ii) Passage has, and has caused its financial advisors and outside legal counsel to,

during the Notice Period, negotiate with Remix in good faith to make such adjustments to the terms and conditions of this Agreement so

that such Acquisition Proposal ceases to constitute a Superior Offer and (iii) if after Remix shall have delivered to Passage a

written offer to alter the terms or conditions of this Agreement during the Notice Period (or if Remix declines to do so), the Passage

Board shall have determined in good faith, after consultation with its outside legal counsel, that the failure to withhold, amend, withdraw

or modify the Passage Board Recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable

Law (after taking into account such alterations of the terms and conditions of this Agreement, if any); provided that (x) Remix

receives written notice from Passage confirming that the Passage Board has determined to change its recommendation during the Notice

Period, which notice shall include written copies of any relevant proposed transaction agreements with any party making a potential Superior

Offer, (y) during any Notice Period, Remix shall be entitled to deliver to Passage one or more counterproposals to such Acquisition

Proposal and Passage will, and cause its Representatives to, negotiate with Remix in good faith (to the extent Remix desires to negotiate)

to make such adjustments in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute

a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in price or percentage

of the combined company that Passage’s stockholders would receive as a result of such potential Superior Offer), Passage shall

be required to provide Remix with notice of such material amendment and the Notice Period shall be extended, if applicable, to ensure

that at least two (2) Business Days remain in the Notice Period following such notification during which the parties shall comply

again with the requirements of this Section 5.9(c) and the Passage Board shall not make a Passage Board Adverse Recommendation

Change prior to the end of such Notice Period as so extended (it being understood that there may be multiple extensions).

(d)            Passage’s

obligation to call, give notice of and hold the Passage Stockholder Meeting in accordance with Section 5.9(a) shall

not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer or Acquisition

Proposal, or by any withdrawal or modification of the Passage Board Recommendation.

(e)            Nothing

contained in this Agreement shall prohibit Passage or the Passage Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated

under the Exchange Act; provided, however, that any disclosure made by Passage or the Passage Board pursuant to Rules 14d-9

and 14e-2(a) shall be limited to a statement that Passage is unable to take a position with respect to the bidder’s tender

offer unless the Passage Board determines in good faith, after consultation with its outside legal counsel, that such statement would

result in a breach of its fiduciary duties under applicable Law, (ii) informing any Person of the existence of the provisions contained

in Section 5.4 or (iii) making any disclosure that the Passage Board (or a committee thereof), after consultation

with its outside legal counsel, has determined in good faith is required by applicable Law or by any listing or trading rules or

regulations of Nasdaq; provided that, in the case of (iii), Passage shall provide Remix with a reasonable opportunity to review

any such disclosure prior to the making thereof (to the extent practicable) and shall consider in good faith any comments from Remix

thereto; provided, further, that any such disclosures (other than a “stop, look and listen” communication or

similar communication of the type contemplated by Section 14d-9(f) under the Exchange Act) that constitutes a Passage Board

Adverse Recommendation Change shall be subject to Section 5.9(c).

5.10            Efforts;

Regulatory Approvals.

(a)            The

Parties shall use commercially reasonable efforts to consummate the Contemplated Transactions. Without limiting the generality of the

foregoing, each Party: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made

and given by such Party in connection with the Contemplated Transactions, (ii) shall use commercially reasonable efforts to obtain

each Consent (if any) reasonably required to be obtained (pursuant to any applicable Law or Contract, or otherwise) by such Party in

connection with the Contemplated Transactions or for such Contract to remain in full force and effect, (iii) shall use commercially

reasonable efforts to obtain and maintain as promptly as practicable the expiration or termination of any applicable waiting period under

any applicable antitrust, competition, investment or similar Laws, (iv) shall use commercially reasonable efforts to lift any injunction

prohibiting, or any other legal bar to, the Contemplated Transactions and (v) shall use commercially reasonable efforts to satisfy

the conditions precedent to the consummation of this Agreement.

(b)            Notwithstanding

the generality of the foregoing, each Party shall use commercially reasonable efforts to file or otherwise submit, as soon as practicable

after the date of this Agreement, all applications, notices, reports and other documents reasonably required to be filed by such Party

with or otherwise submitted by such Party to any Governmental Authority with respect to the Contemplated Transactions, and to submit

promptly any additional information requested by any such Governmental Authority.

connection with, and without limiting, the efforts referenced in Section 5.10(a), Passage and Remix shall (i) furnish,

or cause to be furnished, to the other Party, such necessary information and reasonable assistance as the other Party may request in

connection with its preparation of any filing or submission that is required to be filed by such Party to any Governmental Authority

with respect to the Contemplated Transactions (subject to clause (i) of the definition of Access Exceptions and the requirements

of the Access Exception Efforts), (ii) permit the other Party and its counsel to review any filing or submission prior to forwarding

to the Governmental Authorities (except where such material is reasonably determined by a Party to be competitively sensitive to such

Party in which case it will be provided, subject to applicable Law, to the other Party’s counsel on an “external counsel

only” basis) and consider in good faith any comments made by such other Party, (iii) keep each other reasonably apprised

of the status of, and provide the other Party with copies of (to the extent made in writing), any communications with, and any inquiries

or requests for additional information from, any Governmental Authorities and comply as promptly as practicable with any such inquiry

or request and (iv) not participate in any meeting or discussion, either in person or by telephone or videoconference, with any

Governmental Authority in connection with the Contemplated Transactions, unless (A) it provides the other Party with reasonable

advance notice and (B) gives the other Party and its counsel the opportunity to attend and participate; provided that a

Party shall not be required to give the other Party the opportunity to attend and participate to the extent prohibited by such

Governmental Authority.

5.11            Disclosures.

Without limiting any Party’s obligations under the Confidentiality Agreement, no Party shall, and no Party shall permit any of

its Subsidiaries or any of its Representative to, issue any press release or make any disclosure (to any customers or employees of such

Party, to the public or otherwise) regarding the Contemplated Transactions unless: (a) the other Party shall have approved such

press release or disclosure in writing, such approval not to be unreasonably conditioned, withheld or delayed; or (b) such Party

shall have determined in good faith, upon the advice of outside legal counsel, that such disclosure is required by applicable Law and,

to the extent practicable, before such press release or disclosure is issued or made, such Party advises the other Party of, and consults

with the other Party regarding, the text of such press release or disclosure; provided, however, that each of Remix and

Passage may make any statement in response to questions by the press, analysts, investors or those attending industry conferences or

financial analyst conference calls, so long as any such statements are consistent with previous press releases, public disclosures or

public statements made by Remix and Passage in compliance with this Section 5.11. Notwithstanding the foregoing, a Party

need not consult with any other Parties in connection with such portion of any press release, public statement or filing to be issued

or made with respect to (i) an Acquisition Proposal, (ii) a Passage Board Adverse Recommendation Change with respect to Passage

only pursuant to Section 5.9(e) or (iii) a Remix Board Adverse Recommendation Change with respect to Remix.

5.12            Passage

Options. Prior to the Closing, the Passage Board shall adopt appropriate resolutions and take all other actions necessary and appropriate

to cause the vesting and exercisability of each unexpired, unexercised and unvested Passage Option to be accelerated in full, effective

as of immediately prior to the Effective Time. Following the Closing, each unexpired and unexercised Passage Option shall continue on

the same terms and conditions in effect as of immediately prior to the Effective Time.

5.13            Passage

Restricted Stock Unit Awards. Prior to the record date for the Pre-Closing Distribution, the Passage Board shall have adopted appropriate

resolutions and taken all other actions necessary and appropriate to provide that (a) the vesting of each outstanding and unvested

Passage Restricted Stock Unit Award shall be accelerated in full effective as of no later than the day immediately prior to the record

date for the Pre-Closing Distribution, and (b) for each outstanding and unsettled Passage Restricted Stock Unit Award, the holder

thereof shall receive, no later than the day immediately prior to the record date for the Pre-Closing Distribution, a number of shares

of Passage Common Stock equal to the number of vested and unsettled shares of Passage Common Stock underlying such Passage Restricted

Stock Unit Award. Notwithstanding anything herein to the contrary, the Tax withholding obligations for each holder receiving shares of

Passage Common Stock in accordance with the preceding sentence shall be satisfied by Passage withholding from issuance that number of

shares of Passage Common Stock calculated by multiplying the maximum statutory withholding rate for such holder in connection with such

issuance by the number of shares of Passage Common Stock to be issued in accordance with the preceding sentence, and rounding up to the

nearest whole share and remitting such withholding in cash to the appropriate taxing authorities (the amount of such cash, the “RSU

Withholding Amount”).

5.14            Passage

ESPP. As soon as reasonably practicable (and within five days) following the date of this Agreement, the Passage Board shall adopt

appropriate resolutions and take all other necessary actions to provide that (a) no new offering periods or purchase periods under

the Passage ESPP shall be commenced and (b) the Passage ESPP shall be terminated effective on the day prior to the Closing Date.

5.15            Indemnification

of Officers and Directors.

(a)            From

the Effective Time through the sixth anniversary of the date on which the Effective Time occurs (or, if a D&O Indemnified Party (defined

below) asserts a claim for indemnification or other protections pursuant to this Section 5.15 prior to the end of such six-year

period, then until the date that such claim is resolved and all Costs associated therewith have been indemnified), each of Passage and

the Surviving Corporation shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof,

or who becomes prior to the Effective Time, a director or officer of Passage or Remix, respectively (the “D&O Indemnified

Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including

attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit,

proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that

the D&O Indemnified Party is or was a director or officer of Passage or of Remix, whether asserted or claimed prior to, at or after

the Effective Time, in each case, to the fullest extent permitted under Delaware Law. Each D&O Indemnified Party will be entitled

to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Passage

and the Surviving Corporation, jointly and severally, upon receipt by Passage or the Surviving Corporation from the D&O Indemnified

Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Passage, to

the extent then required by Delaware Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

(b)            The

provisions of Passage’s Organizational Documents with respect to indemnification, advancement of expenses and exculpation of present

and former directors and officers of Passage that are presently set forth in Passage’s Organizational Documents shall not be amended,

modified or repealed for a period of six years from the Effective Time in a manner that would adversely affect the rights thereunder

of individuals who, at or prior to the Effective Time, were officers or directors of Passage, unless such modification is required by

applicable Law. The Surviving Corporation’s Organizational Documents shall contain, and Passage shall cause the certificate of

incorporation of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of

expenses and exculpation of present and former directors and officers as those presently set forth in Remix’s Organizational Documents.

and after the Effective Time, (i) the Surviving Corporation shall fulfill and honor in all respects the obligations of Remix to

its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Remix’s

Organizational Documents and pursuant to any indemnification agreements between Remix and such D&O Indemnified Parties, with respect

to claims arising out of matters occurring at or prior to the Effective Time and (ii) Passage shall fulfill and honor in all respects

the obligations of Passage to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification

provisions under Passage’s Organizational Documents and pursuant to any indemnification agreements between Passage and such D&O

Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time.

(d)            From

and after the Effective Time, Passage shall maintain directors’ and officers’ liability insurance policies, with an effective

date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies

similarly situated to Passage. In addition, Passage shall purchase, prior to the Effective Time, a six-year prepaid “D&O

tail policy” for the non-cancellable extension of directors’ and officers’ liability coverage of Passage’s

existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from

and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms, conditions,

retentions and limits of liability that are no less favorable than the coverage provided under Passage’s existing policies as of

the date of this Agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach

of duty or any matter claimed against a director or officer of Passage by reason of him or her serving in such capacity that existed

or occurred at or prior to the Effective Time (including in connection with this Agreement or the Contemplated Transactions or in connection

with Passage’s initial public offering of shares of Passage Common Stock).

(e)            The

provisions of this Section 5.15 are intended to be in addition to the rights otherwise available to the current and former

officers and directors of Passage and Remix by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall

be enforceable by, each of the D&O Indemnified Parties, their heirs and their Representatives.

(f)            In

the event Passage or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges

into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers

all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that

the successors and assigns of Passage or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in

this Section 5.15. Passage shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation

under this Section 5.15.

5.16            Tax

Matters.

(a)            All

transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such similar Taxes and

fees (including any penalties and interest) that become payable in connection with or by reason of the execution of this Agreement and

the transactions contemplated hereby (collectively, “Transfer Taxes”) shall be borne and paid 50% by Passage and 50%

by Remix. The Person required by applicable law shall timely file any Tax Return or other document with respect to such Transfer Taxes.

(b)            At

the Closing, Remix shall deliver to Passage a certificate pursuant to Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h),

together with a form of notice to the IRS in accordance with the requirements of Treasury Regulations Section 1.897-2(h), in each

case, in form and substance reasonably acceptable to Passage; provided, however, that Passage’s only remedy for Remix’s

failure to provide such form or certificate will be to withhold from the payments to be made pursuant to this Agreement any required

withholding Tax under Section 1445 of the Code, and Remix’s failure to provide any such form or certificate will not be deemed

to be a failure of the conditions set forth in Article VI to have been met.

parties intend that, for United States federal income tax purposes, the Merger will qualify for the Intended Tax Treatment. The Merger

shall be reported by the parties for all Tax purposes in accordance with the foregoing, unless otherwise required by a Governmental Authority

as a result of a “determination” within the meaning of Section 1313(a) of the Code. The parties shall cooperate

with each other and their respective counsel to document and support the Tax treatment of the Merger as qualifying for the Intended Tax

Treatment.

(d)            If,

in connection with the preparation and filing of the Registration Statement or any other filing required by applicable Law or the SEC’s

review thereof, the SEC requests or requires that a tax opinion with respect to the U.S. federal income tax consequences of the Merger

and the Intended Tax Treatment be prepared and submitted (a “Tax Opinion”), (i) Passage and Remix shall each

use their respective reasonable best efforts to deliver to Fenwick & West LLP, counsel to Passage, and to Latham &

Watkins LLP, counsel to Remix, customary Tax representation letters satisfactory to each such counsel, dated and executed as of such

date(s) as determined to be reasonably necessary by each such counsel in connection with the preparation and filing of such Registration

Statement or any other filing required by applicable Law, (ii) Passage shall use its reasonable best efforts to cause Fenwick &

West LLP to furnish a Tax Opinion addressed to Passage, subject to customary assumptions and limitations, satisfactory to the SEC and

(iii) Remix shall use its reasonable best efforts to cause Latham & Watkins LLP to furnish a Tax Opinion addressed to

Remix, subject to customary assumptions and limitations, satisfactory to the SEC.

5.17            Listing.

At or prior to the Effective Time, Passage shall use commercially reasonable efforts to (a) maintain a listing on Nasdaq until

the Effective Time and, to the extent required by the rules and regulations of Nasdaq, to obtain approval of the listing of the

combined company on Nasdaq; (b) to the extent required by the rules and regulations of Nasdaq, prepare and submit to Nasdaq

a notification form for the listing of the shares of Passage Common Stock to be issued in connection with the Contemplated Transactions

and to cause such shares to be approved for listing; (c) prepare and timely submit to Nasdaq a notification form of the Reverse

Stock Split (if applicable) and a copy of the Amended and Restated Passage Charter, certified by the Secretary of State of the State

of Delaware, to Nasdaq on or before the Closing Date; and (d) to the extent required by Nasdaq Marketplace Rule 5110, assist

Remix in preparing and filing an initial listing application for the Passage Common Stock on Nasdaq (the “Nasdaq Listing Application”).

Each Party will reasonably promptly inform the other Party of all verbal or written communications between Nasdaq and such Party or its

Representatives. The Parties will use commercially reasonable efforts to coordinate with respect to compliance with Nasdaq rules and

regulations. The Party not filing the Nasdaq Listing Application will cooperate with the other Party as reasonably requested by such

filing Party with respect to the Nasdaq Listing Application and promptly furnish to such filing Party all information concerning itself

and its stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 5.17.

5.18            Legends.

Passage shall be entitled to place appropriate legends on the book entries and/or certificates evidencing any shares of Passage Common

Stock to be received in the Merger by equityholders of Remix who may be considered “affiliates” of Passage for purposes of

Rules 144 and 145 under the Securities Act reflecting the restrictions set forth in Rules 144 and 145 and to issue appropriate

stop transfer instructions to the transfer agent for Passage Common Stock.

5.19            Officers

and Directors.

(a)            Directors

and Officers of Passage.

(i)            Passage

shall cause, effective as of the Effective Time, the Passage Board to consist of nine individuals, each as set forth on Section 5.19(a)(i) of

the Passage Disclosure Schedule. If any individual set forth on Section 5.19(a)(i) of the Passage Disclosure Schedule

is unable or unwilling to serve as a director of Passage, Remix shall designate a successor designee.

(ii)            Passage

shall cause the directors and officers of Passage listed on Section 5.19(a)(ii) of the Passage Disclosure Schedule

to sign written resignations in forms reasonably satisfactory to Remix, dated on or before the Closing Date and effective as of the Effective

Time.

(iii)            Immediately

following the Effective Time, Passage shall take all necessary action to appoint the officers of Remix to become the equivalent officers

of Passage until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified,

as the case may be.

(b)            Directors

and Officers of the Surviving Corporation.

(i)            The

Parties shall take all actions necessary (A) so that from and after the Effective Time, the Surviving Corporation’s board

of directors shall be constituted with those members as set forth on Section 5.19(b) of the Passage Disclosure Schedule

and (B) to secure the resignations of the existing members of the committees of the Surviving Corporation, if any.

(ii)            The

Parties shall take all actions necessary so that the officers of Remix immediately prior to the Effective Time shall, from and after

the Effective Time, be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective

successors are duly elected or appointed and qualified, as the case may be.

(iii)            On

the Closing Date, the Surviving Corporation shall enter into customary indemnification agreements reasonably satisfactory to Remix with

each individual to be appointed to, or serving on, the board of directors of the Surviving Corporation upon the Closing, which indemnification

agreements shall continue to be effective following the Closing.

5.20            Termination

of Certain Agreements and Rights. Remix shall cause any stockholder agreements, voting agreements, registration rights agreements,

co-sale agreements and any other similar Contracts between Remix and any holders of Remix Capital Stock, including any such Contract

granting any Person investor rights, rights of first refusal, registration rights or director registration rights to be terminated immediately

prior to the Effective Time, without any liability being imposed on the part of Passage or the Surviving Corporation.

5.21            Section 16

Matters. Prior to the Effective Time, Passage shall take all such steps as may be required to cause any acquisitions of Passage Common

Stock and any options to purchase Passage Common Stock in connection with the Contemplated Transactions, by each individual who is reasonably

expected to become subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Passage, to

be exempt under Rule 16b-3 promulgated under the Exchange Act.

5.22            Allocation

Certificate.

(a)            Remix

will prepare and deliver to Passage at least two (2) Business Days prior to the Closing Date a certificate signed by an executive

officer of Remix in a form reasonably acceptable to Passage setting forth (as of immediately prior to the Effective Time) (a) each

holder of Remix Capital Stock (after giving effect to the Remix Preferred Stock Conversion, the Remix Convertible Notes Conversion and

the treatment of the Remix Warrants in accordance with their terms and conditions), (b) such holder’s name and address, (c) the

number and type of Remix Capital Stock held as of the Closing Date for each such holder, (d) the number of shares of Passage Common

Stock to be issued to such holder pursuant to this Agreement in respect of the Remix Capital Stock held by such holder as of immediately

prior to the Effective Time, and (e) each investor in the Concurrent Financing, the total investment to be made by such investor

in the Concurrent Financing, the percentage of the Concurrent Financing Proceeds represented by such stockholder’s investment in

the Concurrent Financing, and the number of shares of Passage Common Stock to be issued to such holder pursuant to this Agreement (the

“Allocation Certificate”). For the avoidance of doubt, the Allocation Certificate shall be prepared in good faith,

in accordance with the Organizational Documents of Remix and contracts applicable to Remix Capital Stock, Remix Options and Remix Warrants,

and shall show each holder’s percentage ownership interest in Remix on a fully diluted basis.

(b)            Passage

will prepare and deliver to Remix at least two (2) Business Days prior to the Closing Date a certificate signed by an executive

officer of Passage in a form reasonably acceptable to Remix setting forth (as of immediately prior to the Effective Time) the Passage

Outstanding Shares (the “Passage Outstanding Shares Certificate”).

5.23            Obligations

of Merger Sub. Passage will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to

consummate the Merger on the terms and conditions set forth in this Agreement.

5.24            Takeover

Statutes. If any takeover statute is or may become applicable to the Contemplated Transactions, each of Remix, the Remix Board, Passage

and the Passage Board, as applicable, shall grant such approvals and take such actions as are necessary, to the extent permitted by Law,

so that the Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise

act to eliminate or minimize the effects of such statute or regulation on the Contemplated Transactions.

5.25            Stockholder

Litigation. Prior to the Effective Time, Passage shall provide Remix with reasonably prompt notice of any stockholder litigation

against Passage or any of its directors relating to this Agreement or the Contemplated Transactions (“Transaction Litigation”),

including by providing copies of all pleadings with respect thereto, and shall keep Remix reasonably informed with respect to the status

thereof. Prior to the Effective Time, Passage will, to the extent that the attorney-client privilege is not undermined or otherwise adversely

affected, (a) provide Remix the opportunity to review and propose comments with respect to all filings, pleadings and responses

proposed to be filed or submitted by or on behalf of Passage prior to such filing or submission, and Passage shall consider such comments

in good faith, (b) give Remix a reasonable opportunity to review in advance all materials proposed to be delivered by or on behalf

of Passage in connection with any discovery or document production with respect to such Transaction Litigation, (c) give Remix

the right to participate in the defense, settlement or prosecution of any Transaction Litigation and (d) reasonably consult with

Remix with respect to the defense, settlement and prosecution of any Transaction Litigation. Passage may not compromise or settle, or

come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any Transaction Litigation unless

Remix has consented thereto in writing (which consent will not be unreasonably withheld, conditioned or delayed). For purposes of this

Section 5.25, “participate” means that Passage shall keep Remix reasonably apprised of the proposed strategy

and other significant decisions with respect to any Transaction Litigation (to the extent that the attorney-client privilege is not undermined

or otherwise adversely affected), and Remix may offer comments or suggestions with respect to such Transaction Litigation which Passage

shall consider in good faith.

5.26            Concurrent

Financing.

(a)            Subject

to the terms and conditions of this Agreement, Remix shall use commercially reasonable efforts to obtain the Concurrent Financing on

the terms and conditions described in the Subscription Agreement and satisfy the conditions to the Concurrent Financing as described

in the Subscription Agreement and shall not permit any termination, amendment or modification to be made to, or any waiver of any provision

under, or any replacement of, the Subscription Agreement if such termination, amendment, modification, waiver or replacement (i) reduces

the aggregate amount of the Concurrent Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies

any of the conditions to the receipt of the Concurrent Financing, or otherwise expands, amends or modifies any other provision of the

Subscription Agreement, in a manner that would reasonably be expected to (x) delay or prevent the funding of the Concurrent Financing

(or satisfaction of the conditions to the Concurrent Financing) at or substantially simultaneously with the Closing or (y) adversely

impact the ability of Remix to enforce its rights against other parties to the Subscription Agreement. Remix shall promptly deliver to

Passage copies of any such termination, amendment, modification, waiver or replacement.

(b)            Remix

shall use commercially reasonable efforts (i) to maintain in effect the Subscription Agreement, (ii) to enforce its rights

under the Subscription Agreement and (iii) to comply with its obligations under the Subscription Agreement.

shall give Passage prompt notice (i) of any breach or default by any party to the Subscription Agreement or definitive agreements

related to the Concurrent Financing of which Remix becomes aware, (ii) of the receipt of any written notice or other written communication

from any Purchaser with respect to any (x) actual breach, default, termination or repudiation by any party to the Subscription

Agreement or definitive agreements related to the Concurrent Financing of any provisions of the Subscription Agreement or definitive

agreements related to the Concurrent Financing or (y) material dispute or disagreement relating to the Concurrent Financing with

respect to the obligation to fund the Concurrent Financing at or substantially simultaneously with the Closing, and (iii) if at

any time for any reason Remix believes in good faith that it will not be able to obtain all or any portion of the Concurrent Financing

on the terms and conditions, in the manner or from the sources contemplated by the Subscription Agreement or definitive agreements related

to the Concurrent Financing. Remix shall promptly provide information reasonably requested by Passage relating to the circumstances referred

to in clauses (i), (ii) or (iii) of the immediately preceding sentence.

5.27            Passage

Equity Plans.

(a)            Prior

to the effectiveness of the Form S-4, Passage will use commercially reasonable efforts to cause the Passage Board to adopt the

2026 Equity Incentive Plan, effective as of the Effective Time and subject to the Closing and the approval of the stockholders of Passage

prior to the Closing, and will include provisions in the Proxy Statement for the stockholders of Passage to approve the 2026 Equity Incentive

Plan. Subject to the approval of the 2026 Equity Incentive Plan by the stockholders of Passage prior to the Effective Time, Passage shall

file with the SEC, promptly after the Effective Time and at Remix’s expense, a registration statement on Form S-8 (or any

successor form), if available for use by Passage, relating to the shares of Passage Common Stock issuable with respect to the 2026 Equity

Incentive Plan.

(b)            Prior

to the effectiveness of the Form S-4, Passage will use commercially reasonable efforts to cause the Passage Board to adopt the

2026 ESPP, effective as of the Effective Time and subject to the Closing and approval of the stockholders of Passage prior to the Closing,

and will include provisions in the Proxy Statement for the stockholders of Passage to approve the 2026 ESPP. Subject to the approval

of the 2026 ESPP by the stockholders of Passage prior to the Effective Time, Passage shall file with the SEC, promptly after the Effective

Time and at Remix’s expense, a registration statement on Form S-8 (or any successor form), if available for use by Passage,

relating to the shares of Passage Common Stock issuable with respect to the 2026 ESPP.

the avoidance of doubt, approval of the 2026 Plans by the stockholders of Passage shall not be a condition to Closing.

5.28            Passage

401(k) Plan. Unless otherwise requested by Remix in writing at least ten (10) business days prior to the Closing Date,

the Passage Board or an authorized committee thereof shall take (or cause to be taken) all actions to adopt such resolutions as may be

necessary or appropriate to (a) terminate, effective no later than the day prior to the Closing Date but subject to the Closing,

any Passage Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code

(a “Passage 401(k) Plan”) or, if applicable, (b) withdraw as a participating employer in the Passage 401(k) Plan,

spin-off the portion of the Passage 401(k) Plan maintained by Passage (the “Spun-Off Plan”) and terminate the

Spun-Off Plan, effective no later than the day prior to the Closing Date but subject to the Closing. If Passage is required to terminate

any Passage 401(k) Plan or Spun-Off Plan, then Passage shall provide to Remix prior to the Closing Date written evidence of the

adoption by the Passage Board or an authorized committee thereof of resolutions authorizing the termination of such Passage 401(k) Plan

or Spun-Off Plan (the form and substance of which shall be subject to the reasonable prior review and approval of Remix).

5.29            Employees.

Prior to the Closing, the Passage Board shall adopt appropriate resolutions and Passage and the Passage Board shall take all other actions

necessary and appropriate to cause the employment of each employee of Passage to be terminated as of the Closing.

5.30            Section 280G.

As promptly as practicable (and in any event within fifteen (15) Business Days) following the date of this Agreement, Passage shall deliver

to Remix a list of each “disqualified individual” (as defined in Section 280G of the Code) of Passage and (i) Passage’s

reasonable, good faith estimate of the “parachute payments” (within the meaning of Section 280G of the Code) that could

be paid to such disqualified individual as a result of any of the transactions contemplated by this Agreement (alone or in combination

with any other event), (ii) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each such

disqualified individual and (iii) the underlying documentation on which such calculations are based. Such information shall be

updated and delivered to Remix not later than five (5) Business Days prior to the Closing Date. From and after the date hereof,

Passage shall reasonably cooperate with Remix to limit potential adverse Tax consequences under Section 280G of the Code and shall

not engage in any action outside the ordinary course of business that is primarily intended to reduce or mitigate a potential parachute

payment or excise taxes under Section 280G of the Code without prior consultation with Remix, and with respect to the valuing of

any non-competition agreements or commission of any reasonable compensation studies, without the prior approval by Remix (such approval

not to be unreasonably withheld, conditioned or delayed). In connection with the foregoing, Remix shall provide Passage with any agreement,

arrangement or Contract entered into or negotiated by Remix and a disqualified individual prior to the Closing Date that could reasonably

be considered to be or provide for “parachute payments” within the meaning of Section 280G of the Code and shall cooperate

with the Passage in good faith in order to calculate or determine the value (for purposes of Section 280G of the Code) of any such

parachute payments.

Article VI

CONDITIONS TO CONSUMMATION OF THE MERGER

6.1            Conditions

Precedent to Obligations of Each Party. The obligations of each Party to effect the Merger and otherwise consummate the Contemplated

Transactions are subject to the satisfaction or, to the extent permitted by applicable law, the written waiver by each of the Parties,

at or prior to the Closing, of each of the following conditions:

(a)            No

temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Contemplated Transactions

shall have been issued by any court of competent jurisdiction or other Governmental Authority of competent jurisdiction and remain in

effect and there shall not be any Law which has the effect of making the consummation of the Contemplated Transactions illegal.

(b)            Passage

shall have obtained the Required Passage Stockholder Vote.

shall have obtained the Required Remix Stockholder Vote.

(d)            The

approval of the listing of the additional shares of Passage Common Stock on Nasdaq shall have been obtained and the shares of Passage

Common Stock to be issued in the Merger pursuant to this Agreement shall have been approved for listing (subject to official notice of

issuance) on Nasdaq and the Amended and Restated Passage Charter shall have been duly filed with the Secretary of State of the State

of Delaware.

(e)            The

Remix Charter Amendment shall have been duly filed with the Secretary of State of the State of Delaware.

(f)            The

Subscription Agreement and the Remix Note Purchase Agreement (2026) shall each be in full force and effect and cash proceeds of not less

than the Concurrent Investment Amount shall have been received by Remix, or will be received by Remix prior to or substantially simultaneously

with the Closing, in connection with the Concurrent Financing.

(g)            The

Passage Lock-Up Agreements and Remix Lock-Up Agreements will continue to be in full force and effect as of immediately following the

Effective Time.

(h)            The

Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject

to any stop order or proceeding seeking a stop order with respect to such Registration Statement that has not been withdrawn.

(i)            Remix

shall have effected the Remix Preferred Stock Conversion.

6.2            Conditions

Precedent to Obligations of Remix. The obligations of Remix to effect the Merger and otherwise consummate the Contemplated Transactions

are subject to the satisfaction or, to the extent permitted by applicable law, the written waiver by Remix, at or prior to the Closing,

of each of the following conditions:

(a)            Each

of the Passage Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall

be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such

date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations

and warranties shall be true and correct as of such date). The Passage Capitalization Representations shall have been true and correct

in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing Date with the same force and

effect as if made on and as of such date, except, in each case, (x) for such inaccuracies which are de minimis, individually or

in the aggregate or (y) for those representations and warranties which address matters only as of a particular date (which representations

and warranties shall have been true and correct, subject to the qualifications as set forth in the preceding clause (x), as of such particular

date). The representations and warranties of Passage and Merger Sub contained in this Agreement (other than the Passage Fundamental Representations

and the Passage Capitalization Representations) shall have been true and correct in all respects as of the date of this Agreement and

shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date except (i) in

each case, or in the aggregate, where the failure to be true and correct would not reasonably be expected to have a Passage Material

Adverse Effect (without giving effect to any references therein to any Passage Material Adverse Effect or other materiality qualifications)

or (ii) for those representations and warranties which address matters only as of a particular date (which representations shall

have been true and correct, subject to the qualifications as set forth in the preceding clause (i), as of such particular date) (it being

understood that, for purposes of determining the accuracy of such representations and warranties, any update of or modification to the

Passage Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded).

(b)            Passage

and Merger Sub shall have performed and complied in all material respects with all covenants and agreements required to be performed

or complied with by them under this Agreement at or prior to the Closing Date.

Passage Material Adverse Effect shall not have occurred since the date of this Agreement and be continuing.

(d)            The

existing shares of Passage Common Stock shall have been continually listed on Nasdaq as of and from the date of this Agreement through

the Closing Date.

(e)            Passage

shall have delivered to Remix a certificate (the “Passage Closing Certificate”), dated the Closing Date and signed

by an executive officer of Passage, certifying to the effect that (i) the conditions set forth in Sections 6.2(a), 6.2(b) and

6.2(c) have been satisfied and (ii) the information set forth in the Passage Outstanding Shares Certificate delivered

by Passage in accordance with Section 5.22(b) is true and accurate in all respects as of the Closing Date.

(f)            Remix

shall have received true and complete copies of all documentation for each Legacy Asset Disposition reasonably evidencing that Passage

has received or will receive into one or more bank account the proceeds (or, in the case of any Legacy Asset Disposition which will be

consummated substantially contemporaneously with the Closing, that such proceeds are in irrevocably transit to Passage) of all Legacy

Asset Disposition which are included in Passage’s estimated Passage Net Cash Calculation.

6.3            Conditions

Precedent to Obligations of Passage. The obligations of Passage and Merger Sub to effect the Merger and otherwise consummate the

Contemplated Transactions are subject to the satisfaction or, to the extent permitted by applicable law, the written waiver by Passage,

at or prior to the Closing, of each of the following conditions:

(a)            Each

of the Remix Fundamental Representations shall have been true and correct in all respects as of the date of this Agreement and shall

be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such

date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations

and warranties shall be true and correct as of such date). The Remix Capitalization Representations (disregarding any effects of the

Remix Charter Amendment and the Concurrent Financing) shall have been true and correct in all respects as of the date of this Agreement

and shall be true and correct on and as of the Closing Date with the same force and effect as if made on and as of such date, except,

in each case, (x) for such inaccuracies which are de minimis, individually or in the aggregate or (y) for those representations

and warranties which address matters only as of a particular date (which representations and warranties shall have been true and correct,

subject to the qualifications as set forth in the preceding clause (x), as of such particular date). The representations and warranties

of Remix contained in this Agreement (other than the Remix Fundamental Representations and the Remix Capitalization Representations)

shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct on and as of the Closing

Date with the same force and effect as if made on the Closing Date except (i) in each case, or in the aggregate, where the failure

to be so true and correct would not reasonably be expected to have a Remix Material Adverse Effect (without giving effect to any references

therein to any Remix Material Adverse Effect or other materiality qualifications) or (ii) for those representations and warranties

which address matters only as of a particular date (which representations shall have been true and correct, subject to the qualifications

as set forth in the preceding clause (i), as of such particular date) (it being understood that, for purposes of determining the accuracy

of such representations and warranties, any update of or modification to the Remix Disclosure Schedule made or purported to have been

made after the date of this Agreement shall be disregarded).

(b)            Remix

shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with

by it under this Agreement at or prior to the Closing Date.

Remix Material Adverse Effect shall not have occurred since the date of this Agreement and be continuing.

(d)            Remix

shall have delivered to Passage a certificate (the “Remix Closing Certificate”), dated the Closing Date and signed

by an executive officer of Remix, certifying to the effect that (i) the conditions set forth in Sections 6.3(a), 6.3(b) and

6.3(c) have been satisfied and (ii) the information set forth in the Allocation Certificate delivered by Remix in

accordance with Section 5.22(a) is true and accurate in all respects as of the Closing Date.

6.4            Frustration

of Closing Conditions. Neither Passage nor Merger Sub may rely on the failure of any conditions set forth in Sections 6.1

or 6.3 to be satisfied if the primary cause of such failure was the failure of Passage or Merger Sub to perform any of its obligations

under this Agreement. Remix may not rely on the failure of any conditions set forth in Sections 6.1 or 6.2 to be satisfied

if the primary cause of such failure was the failure of Remix to perform any of its obligations under this Agreement.

Article VII

CLOSING DELIVERIES

7.1            Closing

Deliveries of Remix. The obligations of Passage and Merger Sub to effect the Merger and otherwise consummate the Contemplated Transactions

are subject to Passage receiving the following documents, each of which shall be in full force and effect, or the written waiver by Passage

of delivery:

(a)            the

Remix Stockholder Written Consents;

(b)            the

Allocation Certificate; and

Remix Closing Certificate.

7.2            Closing

Deliveries of Passage. The obligations of Remix to effect the Merger and otherwise consummate the Contemplated Transactions are subject

to Remix receiving the following documents, each of which shall be in full force and effect, or the written waiver by Remix of delivery:

(a)            the

Passage Net Cash Schedule;

(b)            the

Passage Closing Certificate;

Passage Outstanding Shares Certificate;

(d)            subject

to Section 2.5, the executed CVR Agreement; and

(e)            written

resignations in forms satisfactory to Remix, dated as of the Closing Date and effective as of the Closing executed by the officers and

directors of Passage who are not to continue as officers or directors of Passage pursuant to Section 5.19 hereof.

Article VIII

TERMINATION

8.1            Termination.

This Agreement may be terminated, and the Merger and the Contemplated Transactions may be abandoned at any time prior to the Effective

Time, whether before or (subject to the terms hereof) after approval of the Passage Stockholder Matters by Passage’s stockholders,

unless otherwise specified below:

(a)            by

mutual written consent of Passage and Remix;

(b)            by

either Passage or Remix if the Merger shall not have been consummated by December 24, 2026 (subject to possible extension as provided

in this Section 8.1(b), the “Outside Date”); provided, however, that the right to terminate

this Agreement under this Section 8.1(b) shall not be available to Passage or Remix if such Party’s action or

failure to act has been a principal cause of the failure of the Merger to occur on or before the Outside Date and such action or failure

to act constitutes a breach of this Agreement, provided, further, that, in the event that the SEC has not declared effective

under the Securities Act the Registration Statement by the date which is twenty-five (25) days prior to the Outside Date, then either

Passage or Remix shall be entitled to extend the Outside Date for an additional ninety (90) days;

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either Passage or Remix if a court of competent jurisdiction or other Governmental Authority shall have issued a final and nonappealable

Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contemplated

Transactions;

(d)            by

Passage if the Required Remix Stockholder Vote shall not have been obtained and evidence thereof delivered to Passage within fifteen

(15) days of the Registration Statement becoming effective in accordance with the provisions of the Securities Act; provided,

however, that once the Required Remix Stockholder Vote has been obtained, Passage may not terminate this Agreement pursuant to

this Section 8.1(d);

(e)            by

either Passage or Remix if (i) the Passage Stockholder Meeting (including any adjournments and postponements thereof) shall have

been held and completed and Passage’s stockholders shall have taken a final vote on the Passage Stockholder Matters and (ii) the

Passage Stockholder Matters shall not have been approved at the Passage Stockholder Meeting (or at any adjournment or postponement thereof)

by the Required Passage Stockholder Vote; provided, however, that the right to terminate this Agreement under this Section 8.1(e) shall

not be available to Passage where the failure to obtain the Required Passage Stockholder Vote shall have been caused by the action or

failure to act of Passage and such action or failure to act constitutes a material breach by Passage of this Agreement;

(f)            by

Remix (at any time prior to the approval of the Passage Stockholder Matters by the Required Passage Stockholder Vote) if a Passage Triggering

Event shall have occurred;

(g)            by

Passage (at any time prior to the approval of the Remix Stockholder Matters by the Required Remix Stockholder Vote) if a Remix Triggering

Event shall have occurred;

(h)            by

Remix (at any time prior to the approval of the Remix Stockholder Matters by the Required Remix Stockholder Vote) in order to substantially

concurrently enter into an Alternative Acquisition Agreement with respect to a Superior Offer, so long as Remix has complied in all material

respects with obligations under Section 5.4 and Section 5.8 and concurrently with such termination Remix pays

the termination fee due to Passage in accordance with Section 8.3(e);

(i)            by

Passage (at any time prior to the approval of the Passage Stockholder Matters by the Required Passage Stockholder Vote) in order to substantially

concurrently enter into an Alternative Acquisition Agreement with respect to a Superior Offer, so long as Passage has complied in all

material respects with obligations under Section 5.4 and Section 5.9 and concurrently with such termination

Passage pays the termination fee due to Remix in accordance with Section 8.3(d);

(j)            by

Remix, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement by Passage or Merger Sub or if

any representation or warranty of Passage or Merger Sub shall have become inaccurate, in either case, such that the conditions set forth

in Section 6.2(a) or Section 6.2(b) would not be satisfied as of the time of such breach or as

of the time such representation or warranty shall have become inaccurate; provided that Remix is not then in material breach of

any representation, warranty, covenant or agreement under this Agreement; provided, further, that if such inaccuracy in

Passage’s or Merger Sub’s representations and warranties or breach by Passage or Merger Sub is curable by Passage or Merger

Sub at least one Business Day prior to the Outside Date, then this Agreement shall not terminate pursuant to this Section 8.1(j) as

a result of such particular breach or inaccuracy until the expiration of a 30-day period commencing upon delivery of written notice from

Remix to Passage or Merger Sub of such breach or inaccuracy and its intention to terminate pursuant to this Section 8.1(j) (it

being understood that this Agreement shall not terminate pursuant to this Section 8.1(j) as a result of such particular

breach or inaccuracy if such breach by Passage or Merger Sub is cured prior to such termination becoming effective); or

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(k)            by

Passage, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement by Remix or if any representation

or warranty of Remix shall have become inaccurate, in either case, such that the conditions set forth in Section 6.3(a) or

Section 6.3(b) would not be satisfied as of the time of such breach or as of the time such representation or warranty

shall have become inaccurate; provided that Passage is not then in material breach of any representation, warranty, covenant or

agreement under this Agreement; provided, further, that if such inaccuracy in Remix’s representations and warranties

or breach by Remix is curable by Remix at least one Business Day prior to the Outside Date, then this Agreement shall not terminate pursuant

to this Section 8.1(k) as a result of such particular breach or inaccuracy until the expiration of a 30-day period

commencing upon delivery of written notice from Passage to Remix of such breach or inaccuracy and its intention to terminate pursuant

to this Section 8.1(k) (it being understood that this Agreement shall not terminate pursuant to this Section 8.1(k) as

a result of such particular breach or inaccuracy if such breach by Remix is cured prior to such termination becoming effective).

The Party desiring to terminate

this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give a notice of

such termination to the other Party specifying the provisions hereof pursuant to which such termination is made and the basis therefor

described in reasonable detail.

8.2            Effect

of Termination. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be

of no further force or effect; provided, however, that (a) Section 1.2, this Section 8.2,

Section 5.11, Section 8.3 and Article IX (and the definitions of all defined terms in such Sections)

shall survive the termination of this Agreement and shall remain in full force and effect and (b) the termination of this Agreement

and the provisions of Section 8.3 shall not relieve any Party of any liability for fraud or for any willful and material

breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement.

8.3            Expenses;

Termination Fees.

(a)            Except

as set forth in this Section 8.3 all fees and expenses incurred in connection with this Agreement and the Contemplated Transactions

shall be paid by the Party incurring such expenses, whether or not the Merger is consummated; provided, however, that (i) Passage

and Remix shall pay the costs and expenses incurred in relation to the filings by the Parties under any antitrust Law applicable to this

Agreement and the transactions contemplated hereby, and (ii) Passage and Remix shall share equally all fees and expenses incurred

in relation to the printing and filing with the SEC of the Registration Statement (including any financial statements and exhibits) and

any amendments or supplements thereto and paid to a financial printer or the SEC.

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(b)            If

(i) this Agreement is terminated by Passage or Remix pursuant to Section 8.1(e), (ii) at any time after the

date of this Agreement and prior to the Passage Stockholder Meeting an Acquisition Proposal with respect to Passage shall have been publicly

announced, disclosed or otherwise communicated to the Passage Board (and shall not have been withdrawn) and (iii) within twelve

(12) months after the date of such termination, Passage enters into a definitive agreement with respect to a Subsequent Transaction or

consummates a Subsequent Transaction, then Passage shall pay to Remix, within two (2) Business Days after termination (or, if applicable,

upon such entry into a definitive agreement and/or consummation of a Subsequent Transaction), a nonrefundable fee in an amount equal

to $1,548,000.

(i) this Agreement is terminated by Passage pursuant to Section 8.1(d), (ii) at any time after the date of this

Agreement, and prior to the termination of this Agreement, an Acquisition Proposal with respect to Remix shall have been publicly announced,

disclosed or otherwise communicated to the Remix Board (and shall not have been withdrawn) and (iii) within twelve (12) months

after the date of such termination, Remix enters into a definitive agreement with respect to a Subsequent Transaction or consummates

a Subsequent Transaction, then Remix shall pay to Passage, within two (2) Business Days after termination (or, if applicable, upon

such entry into a definitive agreement and/or consummation of a Subsequent Transaction), a nonrefundable fee in an amount equal to $17,500,000.

(d)            If

this Agreement is terminated by Remix pursuant to Section 8.1(f) or by Passage pursuant to Section 8.1(i),

then Passage shall pay to Remix within two (2) Business Days after termination, a nonrefundable fee in an amount equal to $1,548,000.

(e)            If

this Agreement is terminated by Passage pursuant to Section 8.1(g) or by Remix pursuant to Section 8.1(h),

then Remix shall pay to Passage, within two (2) Business Days after termination, a nonrefundable fee in an amount equal to $17,500,000.

(f)            If

either Party fails to pay when due any amount payable by it under this Section 8.3, then (i) such Party shall reimburse

the other Party for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with

the collection of such overdue amount and the enforcement by the other Party of its rights under this Section 8.3 and (ii) such

Party shall pay to the other Party interest on such overdue amount (for the period commencing as of the date such overdue amount was

originally required to be paid and ending on the date such overdue amount is actually paid to the other Party in full) at a rate per

annum equal to the “prime rate” (as announced by Bank of America or any successor thereto) in effect on the date such overdue

amount was originally required to be paid plus three percent.

(g)            The

Parties agree that, subject to Section 8.2, the payment of the fees and expenses set forth in this Section 8.3

shall be the sole and exclusive remedy of each Party following a termination of this Agreement under the circumstances described in this

Section 8.3 that result in the payment of such fees, it being understood that in no event shall either Passage or Remix

be required to pay the individual fees or damages payable pursuant to this Section 8.3 on more than one occasion. Subject

to Section 8.2, following the termination of this Agreement under the circumstances described in this Section 8.3

and the payment of the fees set forth in this Section 8.3 by a Party, (i) such Party shall have no further liability

to the other Party in connection with or arising out of this Agreement or the termination thereof, any breach of this Agreement by the

other Party giving rise to such termination, or the failure of the Contemplated Transactions to be consummated, (ii) no other Party

or their respective Affiliates shall be entitled to bring or maintain any other claim, action or proceeding against such Party or seek

to obtain any recovery, judgment or damages of any kind against such Party (or any partner, member, stockholder, director, officer, employee,

Subsidiary, affiliate, agent or other representative of such Party) in connection with or arising out of this Agreement or the termination

thereof, any breach by such Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated and

(iii) all other Parties and their respective Affiliates shall be precluded from any other remedy against such Party and its Affiliates,

at law or in equity or otherwise, in connection with or arising out of this Agreement or the termination thereof, any breach by such

Party giving rise to such termination or the failure of the Contemplated Transactions to be consummated. Each of the Parties acknowledges

that (x) the agreements contained in this Section 8.3 are an integral part of the Contemplated Transactions, (y) without

these agreements, the Parties would not enter into this Agreement and (z) any amount payable pursuant to this Section 8.3

is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Parties in the circumstances in which

such amount is payable.

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Article IX

GENERAL PROVISIONS

9.1            Non-Survival

of Representations and Warranties. The representations and warranties of Remix, Passage and Merger Sub contained in this Agreement

or any certificate or instrument delivered pursuant to this Agreement shall terminate at the Effective Time, and only the covenants that

by their terms survive the Effective Time and this Article IX shall survive the Effective Time.

9.2            Amendment.

This Agreement may be amended with the approval of the respective boards of directors of Remix, Merger Sub and Passage at any time (whether

before or after obtaining the Required Remix Stockholder Vote and the Required Passage Stockholder Vote); provided, however,

that after any such approval of this Agreement by a Party’s stockholders or members, no amendment shall be made which by Law requires

further approval of such stockholders without the further approval of such stockholders. This Agreement may not be amended except by

an instrument in writing signed on behalf of each of Remix, Merger Sub and Passage.

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9.3            Waiver.

(a)            Any

provision hereof may be waived by the waiving Party solely on such Party’s own behalf, without the consent of any other Party.

No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part

of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right,

privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further

exercise thereof or of any other power, right, privilege or remedy.

(b)            No

Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement,

unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered

on behalf of such Party and any such waiver shall not be applicable or have any effect except in the specific instance in which it is

given.

9.4            Entire

Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile. This Agreement and the other schedules, exhibits, certificates,

instruments and agreements referred to in this Agreement constitute the entire agreement and supersede all prior agreements and understandings,

both written and oral, among or between any of the Parties with respect to the subject matter hereof and thereof; provided, however,

that (a) the Confidentiality Agreement shall not be superseded and shall remain in full force and effect in accordance with its

terms and (b) the Remix Disclosure Schedule and the Passage Disclosure Schedule shall not, pursuant to Section 268(b) of

Delaware Law, be deemed part of this Agreement for purposes of any provision of Delaware Law, but shall have the effects provided in

this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall

constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by all Parties by electronic

transmission in PDF format shall be sufficient to bind the Parties to the terms and conditions of this Agreement.

9.5            Applicable

Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless

of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of

the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the Parties: irrevocably and

unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware

or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States

District Court for the District of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be heard

and determined exclusively in accordance with clause (a) of this Section 9.5, (c) waives any objection to laying

venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do

not have jurisdiction over any Party, (e) agrees that service of process upon such Party in any such action or proceeding shall

be effective if notice is given in accordance with Section 9.7 of this Agreement and (f) irrevocably and unconditionally

waives the right to trial by jury.

9.6            Assignability.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the Parties and their respective

successors and permitted assigns; provided, however, that neither this Agreement nor any of a Party’s rights or obligations

hereunder may be assigned or delegated by such Party without the prior written consent of the other Party, and any attempted assignment

or delegation of this Agreement or any of such rights or obligations by such Party without the other Party’s prior written consent

shall be void and of no effect.

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9.7            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder

(a) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable international overnight

courier service, (b) upon delivery in the case of delivery by hand or (c) on the date delivered to the place of delivery

if sent by email (with a written or electronic confirmation of delivery) prior to 6:00 p.m. New York City time, otherwise on the

next succeeding Business Day, in each case to the intended recipient as set forth below:

if to Passage or Merger Sub:

Passage Bio, Inc.

P.O. Box 7

Hopewell, NJ 08525

Attention: Will Chou M.D.

Email: [***]

with a copy to (which shall not constitute notice):

Fenwick & West LLP

401 Union Street, Floor 5

Seattle, WA 98101

Attention: Effie Toshav; David Michaels;

Ryan Mitteness

Email: [***]

if to Remix:

Remix Therapeutics, Inc.

100 Forge Road, Suite 400

Watertown, MA 02472

Attention: Peter Smith

Email: [***]

with a copy to (which shall not constitute

notice):

Latham & Watkins LLP

200 Clarendon Street

Boston, MA 02116

Attention: Peter Handrinos; Leah Sauter

Email: [***]

9.8            Cooperation.

Each Party agrees to cooperate fully with the other Party and to execute and deliver such further documents, certificates, agreements

and instruments and to take such other actions as may be reasonably requested by the other Party to evidence or reflect the Contemplated

Transactions and to carry out the intent and purposes of this Agreement.

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9.9            Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or

provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that

any term or provision of this Agreement is invalid or unenforceable, the Parties agree that the court making such determination shall

have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term

or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or

provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted

to it in the prior sentence, the Parties agree to replace such invalid or unenforceable term or provision with a valid and enforceable

term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable

term or provision.

9.10            Other

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party

will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise

by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which

monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement

were not performed in accordance with their specific terms (including failing to take such actions as are required of each Party hereunder

to consummate this Agreement and the Contemplated Transactions) or were otherwise breached. It is accordingly agreed that the Parties

shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement

and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this

being in addition to any other remedy to which they are entitled at law or in equity, and each of the Parties waives any bond, surety

or other security that might be required of any other Party with respect thereto. Each of the Parties further agrees that it will not

oppose the granting of an injunction, specific performance or other equitable relief on the basis that any other Party has an adequate

remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

9.11            No

Third-Party Beneficiaries.

Nothing in this Agreement,

express or implied, is intended to or shall confer upon any Person (other than the Parties and the D&O Indemnified Parties to the

extent of their respective rights pursuant to Section 5.15) any right, benefit or remedy of any nature whatsoever under

or by reason of this Agreement.

[Remainder of page intentionally left

blank]

107

Witness Whereof, the Parties

have caused this Agreement to be executed as of the date first above written.

Passage Bio, Inc.

By:

/s/ William Chou

Name:

William Chou, MD

Title:

President and CEO

Peregrine Merger Sub, Inc.

By:

/s/ William Chou

Name:

William Chou, MD

Title:

President and CEO

[Signature Page to Merger Agreement]

Remix Therapeutics, Inc.

By:

/s/ Peter G. Smith

Name:

Peter G. Smith, Ph.D.

Title:

President and Chief Executive Officer

[Signature

Page to Merger Agreement]

Exhibit A

Form of Passage Stockholder Support Agreement

[Intentionally Omitted]

Exhibit B

Form of Remix Stockholder Support Agreement

[Intentionally Omitted]

Exhibit C

Form of Passage Lock-Up Agreement

[Intentionally Omitted]

Exhibit D

Form of Remix Lock-Up Agreement

[Intentionally Omitted]

Exhibit E

Form of Certificate of Incorporation of

the Surviving Corporation

[Intentionally Omitted]

Exhibit F

Form of CVR Agreement

[Intentionally Omitted]

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2618476d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

PASSAGE BIO, INC.

SUPPORT AGREEMENT

THIS

SUPPORT AGREEMENT (this “Agreement”), dated as of June 24, 2026, is made by and among Passage Bio, Inc.,

a Delaware corporation (“Passage”), Remix Therapeutics, Inc., a Delaware corporation (the “Company”),

and the undersigned holders (each a “Stockholder”) of shares of common stock (the “Shares”) of Passage.

WHEREAS,

Passage, Peregrine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Passage (“Merger Sub”),

and the Company, have entered into an Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”),

providing for the merger of Merger Sub with and into the Company (the “Merger”);

WHEREAS,

each Stockholder beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds Passage Options

to acquire the number of Shares, indicated opposite such Stockholder’s name on Schedule 1 attached hereto;

WHEREAS,

as an inducement and a condition to the willingness of Passage to enter into the Merger Agreement, each Stockholder has agreed to enter

into and perform this Agreement; and

WHEREAS,

all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.

NOW,

THEREFORE, in consideration of, and as a condition to, Passage’s entering into the Merger Agreement, each Stockholder,

Passage and the Company agree as follows:

1.             Agreement

to Vote Shares. Each Stockholder agrees that, prior to the Expiration Date (as defined in Section 2 below), at any meeting

of the stockholders of Passage or any adjournment or postponement thereof, or in connection with any written consent of the stockholders

(or any class or series of stockholders, as applicable) of Passage, with respect to the Merger, the Merger Agreement or any Acquisition

Proposal, such Stockholder shall:

(a)           appear

at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present

thereat for purposes of calculating a quorum;

(b)           from

and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent

to be delivered) covering all of the Shares and any New Shares that Stockholder shall be entitled to so vote: (i) in favor of (A) all

of the Passage Stockholder Matters and (B) any matter that could reasonably be expected to facilitate the Merger, the Concurrent

Financing and the Contemplated Transactions; (ii) against any action or agreement that would result in a breach of any representation,

warranty, covenant or obligation of Passage in the Merger Agreement; (iii) against any Acquisition Proposal, or any agreement, transaction

or other matter or action that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage

or materially and adversely affect the consummation of the Merger, the Concurrent Financing and all of the other Contemplated Transactions;

and (iv) to approve any proposal to adjourn or postpone the meeting to a later date, if there are not sufficient votes for the adoption

of the Merger Agreement on the date on which such meeting is held. Stockholder shall not take or commit or agree to take any action inconsistent

with the foregoing.

2.             Expiration

Date. As used in this Agreement, the term “Expiration Date” shall mean the earlier to occur of (a) the Effective

Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Article VIII thereof or otherwise,

(c) any amendment to the Merger Agreement that is effected without the Stockholder’s written consent that increases the amount,

or changes the form, of consideration payable to all stockholders of the Company pursuant to the terms of the Merger Agreement or (d) the

mutual written agreement of the parties to terminate this Agreement.

3.             Additional

Acquisitions. Each Stockholder agrees that any shares of capital stock or other equity securities of Passage that such Stockholder

acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (including any proxy) after the execution

of this Agreement and prior to the Expiration Date, whether by the exercise of any Passage Options or otherwise, including, without limitation,

upon the vesting of any applicable restricted stock unit award agreement or by gift, succession, in the event of a stock split or as a

dividend or distribution of any Shares (“New Shares”), shall be subject to the terms and conditions of this Agreement

to the same extent as if they constituted the Shares.

4.             Agreement

to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell,

assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(d) below))

any Shares or any New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar

arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement),

(c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale,

transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares, or

(d) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have

the effect of preventing or disabling such Stockholder from performing such Stockholder’s obligations under this Agreement. Any

action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each Stockholder

may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case this Agreement

shall bind the transferee, (2) with respect to such Stockholder’s Passage Options (and any Shares underlying such Passage Options)

which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to Passage (or effecting a “net

exercise” of a Passage Option) as payment for the (i) exercise price of such Stockholder’s Passage Options and (ii) taxes

applicable to the exercise of such Stockholder’s Passage Options, (3) if Stockholder is an entity, partnership or limited liability

company, a transfer to one or more equityholders, partners or members of Stockholder or to an Affiliated person, corporation, trust or

other Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer to a beneficiary, provided

that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (4) make transfers

that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, and (5) transfers,

sales or other dispositions as Passage may otherwise agree in writing in its sole discretion. If any voluntary or involuntary transfer

of any Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through Section 4(5),

sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which

term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold

such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect,

notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder hereto.

5.             Representations

and Warranties of Stockholder. Each Stockholder hereby, severally but not jointly, represents and warrants to Passage and the Company

as follows:

(a)            If

such Stockholder is an Entity: (i) such Stockholder is duly organized, validly existing and in good standing under the laws of the

jurisdiction in which it is incorporated, organized or constituted, (ii) such Stockholder has all necessary power and authority to

execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated

hereby, and (iii) the execution and delivery of this Agreement, performance of such Stockholder’s obligations hereunder and

the consummation of the transactions contemplated hereby by such Stockholder have been duly authorized by all necessary action on the

part of such Stockholder and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement, or to consummate

the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has the legal capacity to execute and deliver

this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b)           this

Agreement has been duly executed and delivered by or on behalf of such Stockholder and, to such Stockholder’s knowledge and assuming

this Agreement constitutes a valid and binding agreement of the Company and Passage, constitutes a valid and binding agreement with respect

to such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by general

principles of equity whether applied in a court of Law or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors’

rights and remedies generally;

has had the opportunity to review the Merger Agreement and this Agreement with counsel of Stockholder’s own choosing. Stockholder

has had an opportunity to review with its own tax advisors the tax consequences of the Merger and the Contemplated Transactions. Stockholder

understands that it must rely solely on its advisors and not on any statements or representations made by Passage, the Company or any

of their respective agents or representatives. Stockholder understands that such Stockholder (and not Passage, the Company or the Surviving

Corporation) shall be responsible for such Stockholder’s tax liability that may arise as a result of the Merger or the transactions

contemplated by the Merger Agreement. Stockholder understands and acknowledges that the Company, Passage and Merger Sub are entering into

the Merger Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement;

(d)           such

Stockholder beneficially owns the number of Shares, and holds Passage Options to acquire the number of Shares, indicated opposite such

Stockholder’s name on Schedule 1, which constitute all of the Shares owned by the Stockholder as of the date hereof.

Such Stockholder will own any New Shares, free and clear of any liens, claims, charges or other encumbrances or restrictions of any kind

whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares

or New Shares and none of the Shares or New Shares is subject to any voting trust or other agreement, arrangement or restriction with

respect to the voting of the Shares or the New Shares, except as contemplated by this Agreement and the stockholder agreements and arrangements

referenced in the Merger Agreement and except for customary arrangements with the Stockholder’s prime broker and/or custodian;

(e)           to

the knowledge of such Stockholder, the execution and delivery of this Agreement by such Stockholder does not, and the performance by such

Stockholder of his, her or its obligations hereunder and the compliance by such Stockholder with any provisions hereof will not, violate

or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would

become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in

the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, Contract, lease, license,

permit or other obligation or any order, arbitration award, judgment or decree to which such Stockholder is a party or by which such Stockholder

is bound, or any Law, statute, rule or regulation to which such Stockholder is subject or, in the event that such Stockholder is

a corporation, partnership, trust or other Entity, any bylaw or other Organizational Document of such Stockholder; except for any of the

foregoing as would not reasonably be expected to prevent or delay the performance by such Stockholder of his, her or its obligations under

this Agreement in any material respect;

(f)           the

execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder does

not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority

or regulatory authority by such Stockholder except for applicable requirements, if any, of the Exchange Act, and except where the failure

to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the

performance by such Stockholder of his, her or its obligations under this Agreement in any material respect;

(g)           no

investment banker, broker, finder or other intermediary is entitled to a fee or commission from Passage or the Company in respect of this

Agreement based upon any Contract made by or on behalf of such Stockholder; and

(h)           as

of the date of this Agreement, there is no Legal Proceeding pending or, to the knowledge of such Stockholder, threatened against such

Stockholder that would reasonably be expected to prevent or delay the performance by such Stockholder of his, her or its obligations under

this Agreement in any material respect.

6.             Irrevocable

Proxy. Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby

appoint Passage and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and lawful

attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares, to vote and exercise

all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to

any Stockholder consent, if such Stockholder fails to vote his, her or its Shares solely with respect to the matters set forth in Section 1

hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written consents are requested

to be submitted), provided the Stockholder has received information regarding the meeting or request for written consent at least five

(5) Business Days before such stockholder meeting or any consent solicitation or other vote taken of Passage’s stockholders.

Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes

any proxy previously granted by such Stockholder with respect to the Shares and represents that none of such previously-granted proxies

are irrevocable. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and

granted in consideration of, and as an inducement to the Company, Passage and Merger Sub to enter into the Merger Agreement and that such

proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted

herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be binding on such Stockholder’s

heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers

of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1 until after the Expiration

Date. With respect to any Shares that are owned beneficially by Stockholder but are not held of

record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker or nominee), Stockholder

shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided

for in this Section 6 with respect to such Shares. Notwithstanding

anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

7.             No

Legal Actions. Each Stockholder will not in its capacity as a Passage security holder bring, commence, institute, maintain, prosecute

or voluntarily aid or participate in any Legal Proceeding which (i) challenges the validity of or seeks to enjoin the operation of

any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either alone

or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement, or

the approval of the Merger Agreement and the Contemplated Transactions by the Passage Board, constitutes a breach of any fiduciary duty

of the Passage Board or any member thereof.

8.             Other

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party

will be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by Law or equity upon such party, and the

exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage

would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were

otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of

this Agreement and to enforce specifically the terms and provisions hereof without the need of posting bond in any court of the United

States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity.

9.             Directors,

Officers, Trustees and Fiduciaries. This Agreement shall apply to each Stockholder solely in such Stockholder’s capacity

as a stockholder of Passage and not in such Stockholder’s capacity as a director, officer or employee of Passage or any of its Subsidiaries

or in such Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding any provision

of this Agreement to the contrary, nothing in this Agreement shall (or require Stockholder to attempt to) limit or restrict a director

and/or officer of Passage in the exercise of his or her fiduciary duties consistent with the terms of the Merger Agreement as a director

and/or officer of Passage or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed

to create any obligation on the part of any director and/or officer of Passage or any trustee or fiduciary of any employee benefit plan

or trust from taking any action in his or her capacity as such director, officer, trustee and/or fiduciary.

10.           No

Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Passage any direct or indirect ownership

or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares

shall remain vested in and belong to such Stockholder, and Passage does not have authority to manage, direct, superintend, restrict, regulate,

govern, or administer any of the policies or operations of Passage or exercise any power or authority to direct such Stockholder in the

voting of any of the Shares, except as otherwise provided herein.

11.           Termination.

This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing,

upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided,

however, that nothing set forth in this Section 11 or elsewhere in this Agreement shall relieve any party from liability

for any fraud or for any willful and material breach of this Agreement prior to termination hereof.

12.           Further

Assurances. Each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional

or further consents, documents and other instruments as the Company or Passage may reasonably request for the purpose of effectively carrying

out the transactions contemplated by this Agreement and the Contemplated Transactions.

13.           Disclosure.

Each Stockholder hereby agrees that Passage and the Company may publish and disclose in the Registration Statement, any prospectus filed

with any regulatory authority in connection with the Contemplated Transactions and any related documents filed with such regulatory authority

and as otherwise required by Law, such Stockholder’s identity and ownership of Shares and Passage Options and the nature of such

Stockholder’s commitments, arrangements and understandings under this Agreement and may further file this Agreement as an exhibit

to the Registration Statement or prospectus or in any other filing made by Passage or the Company as required by Law or the terms of the

Merger Agreement, including with the SEC or other regulatory authority, relating to the Contemplated Transactions, all subject to prior

review and a reasonable opportunity to comment by Stockholder’s counsel. Prior to the Closing, each Stockholder shall not, and shall

use its reasonable best efforts to cause its representatives not to, directly or indirectly, make any press release, public announcement

or other public communication regarding the Merger without the prior written consent of Passage and the Company, provided that

the foregoing shall not limit or affect any actions taken by such Stockholder (or any affiliated officer or director of such Stockholder)

that would be permitted to be taken by such Stockholder, Passage or the Company pursuant to the Merger Agreement; provided, further,

that the foregoing shall not affect any actions of Stockholder the prohibition of which would be prohibited under applicable Law and shall

not prohibit Stockholder or its affiliates from making any publicly-available filings required by applicable law, regulation or legal

process.

14.           Notice.

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight

courier (providing proof of delivery), by facsimile transmission (providing confirmation of transmission) or by electronic transmission

(providing confirmation of transmission) to the Company or Passage, as the case may be, in accordance with Section 9.7 of

the Merger Agreement and to each Stockholder at his, her or its address or email address (providing confirmation of transmission) set

forth on Schedule 1 attached hereto (or at such other address for a party as shall be specified by like notice).

15.           Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision

in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or

provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination shall have

the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a term or provision

that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and

this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted to it in the

prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term

or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term

or provision.

16.           Assignability.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective

successors and assigns; provided, however, that neither this Agreement nor any of a party’s rights or obligations hereunder

may be assigned or delegated by such party without the prior written consent of the other parties hereto, and any attempted assignment

or delegation of this Agreement or any of such rights or obligations by such party without the other party’s prior written consent

shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than

the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

17.           No

Waivers. No waivers of any breach of this Agreement extended by the Company or Passage to such Stockholder shall be construed as a

waiver of any rights or remedies of the Company or Passage, as applicable, with respect to any other stockholder of Passage who has executed

an agreement substantially in the form of this Agreement with respect to Shares held or subsequently held by such stockholder or with

respect to any subsequent breach of Stockholder or any other such stockholder of Passage. No waiver of any provisions hereof by any party

shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of

any provision hereof by such party.

18.           Applicable

Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the state of Delaware, regardless

of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or Legal Proceeding between any

of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and

submits to the exclusive jurisdiction and venue of the Court of Chancery of the state of Delaware or to the extent such court does not

have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of

Delaware, (ii) agrees that all claims in respect of such action or Legal Proceeding shall be heard and determined exclusively in

accordance with clause (i) of this Section 18, (iii) waives any objection to laying venue in any such action or

Legal Proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction

over any party, and (v) agrees that service of process upon such party in any such action or Legal Proceeding shall be effective

if notice is given in accordance with Section 14 of this Agreement. Each party irrevocably consents to service of process

inside or outside the territorial jurisdiction of the courts referred to in this Section 18 in the manner provided for notices

in Section 14. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted

by applicable Law.

19.           Waiver

of Jury Trial. The parties hereto hereby waive any right to trial by jury with respect to any action or Legal Proceeding related to

or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.

20.           No

Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement

shall not constitute or be deemed to evidence a Contract, agreement, arrangement or understanding between the parties hereto unless and

until (a) the Passage Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision

of the certificate of incorporation of Passage, the Merger Agreement and the Contemplated Transactions, (b) the Merger Agreement

is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

21.           Entire

Agreement; Counterparts; Exchanges by Electronic Transmission. This Agreement and the other agreements referred to in this Agreement

constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of

the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which

shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement

(in counterparts or otherwise) by all parties by electronic transmission via “.pdf” shall be sufficient to bind the parties

to the terms and conditions of this Agreement.

22.           Amendment.

This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument

in writing signed on behalf of each party hereto; provided, however, that the rights or obligations of any Stockholder may

be waived, amended or otherwise modified in a writing signed by Passage, the Company and such Stockholder.

23.           Fees

and Expenses. Except as otherwise specifically provided herein, the Merger Agreement or any other agreement contemplated by the Merger

Agreement to which a party hereto is a party, each party hereto shall bear its own expenses in connection with this Agreement and the

transactions contemplated hereby.

24.           Voluntary

Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of

the parties. Each of the parties hereby acknowledges, represents and warrants that (i) it has read and fully understood (x) the

Merger Agreement, (y) this Agreement, and (z) the implications and consequences thereof; (ii) it has been represented in

the preparation, negotiation, and execution of this Agreement by legal counsel of its own choice, or it has made a voluntary and informed

decision to decline to seek such counsel; and (iii) it is fully aware of the legal and binding effect of this Agreement.

25.           Definition

of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as

amended or modified as long as such amendments or modifications (a) do not (i) change the form or amount of consideration payable

under the Merger Agreement, (ii) extend the Outside Date past December 24, 2026 (other than any extension provided for in Section 8.1(b) of

the Merger Agreement with respect to the Registration Statement), or (iii) otherwise change the terms and conditions of the Merger,

the Concurrent Financing or the other Contemplated Transactions in a manner materially adverse to such Stockholder or (b) have been

agreed to in writing by such Stockholder.

26.           Construction.

(a)           For

purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine

gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter

gender shall include masculine and feminine genders.

(b)           The

parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall

not be applied in the construction or interpretation of this Agreement.

used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be

terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d)           Except

as otherwise indicated, all references in this Agreement to “Sections,” and “Schedules” are intended to refer

to Sections of this Agreement and Schedules to this Agreement, respectively.

(e)           The

underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement

and shall not be referred to in connection with the construction or interpretation of this Agreement.

[Remainder of Page has Intentionally Been

Left Blank]

EXECUTED as of the date first above

written.

[stockholder]

Signature:

Signature Page to Passage Support Agreement

EXECUTED as of the date first

above written.

PASSAGE BIO, INC.

By:

Name:

Title:

Remix Therapeutics, INC.

By:

Name:

Title:

Signature Page to Passage Support Agreement

SCHEDULE 1

Name, Address and Email Address of Stockholder

Shares of Passage Common Stock

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2618476d1_ex10-2.htm · Sequence: 4

Exhibit 10.2

REMIX THERAPEUTICS, INC.

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT

(this “Agreement”), dated as of [●], is made by and among Passage Bio, Inc., a Delaware corporation (“Passage”),

Remix Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”)

of shares of capital stock (the “Shares”) of the Company.

WHEREAS, Passage,

Peregrine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Passage (“Merger Sub”), and

the Company, have entered into an Agreement and Plan of Merger, dated as of even date herewith (the “Merger Agreement”),

providing for the merger of Merger Sub with and into the Company (the “Merger”);

WHEREAS, each Stockholder

beneficially owns and has sole or shared voting power with respect to the number of Shares, and holds Remix Options and Remix Warrants

to acquire the number of Shares, indicated opposite such Stockholder’s name on Schedule 1 attached hereto;

WHEREAS, as an inducement

and a condition to the willingness of the Company to enter into the Merger Agreement, each Stockholder has agreed to enter into and perform

this Agreement; and

WHEREAS, all capitalized

terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.

NOW, THEREFORE, in

consideration of, and as a condition to, the Company’s entering into the Merger Agreement, each Stockholder, Passage and the Company

agree as follows:

1.            Agreement

to Vote Shares. Each Stockholder agrees that, prior to the Expiration Date (as defined in Section 2 below), at any meeting

of the stockholders of the Company or any adjournment or postponement thereof, or in connection with any written consent of the stockholders

(or any class or series of stockholders, as applicable) of the Company, with respect to the Merger, the Merger Agreement or any Acquisition

Proposal, such Stockholder shall:

(a)            appear

at such meeting or otherwise cause the Shares and any New Shares (as defined in Section 3 below) to be counted as present

thereat for purposes of calculating a quorum;

(b)            from

and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent

to be delivered) covering all of the Shares and any New Shares that Stockholder shall be entitled to so vote: (i) in favor of (A) all

of the matters set forth in the Remix Stockholder Written Consent and (B) any matter that could reasonably be expected to facilitate

the Merger, the Concurrent Financing and the Contemplated Transactions; (ii) against any action or agreement that would result

in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; (iii) against any Acquisition

Proposal, or any agreement, transaction or other matter or action that is intended to, or would reasonably be expected to, impede, interfere

with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger, the Concurrent Financing and all

of the other Contemplated Transactions; (iv) to approve any proposal to adjourn or postpone the meeting to a later date, if there

are not sufficient votes for the adoption of the Merger Agreement on the date on which such meeting is held; and (v) to the extent

applicable, in favor of an election to convert all of the Remix Preferred Stock held by Stockholder into Remix Common Stock. Stockholder

shall not take or commit or agree to take any action inconsistent with the foregoing.

2.            Expiration

Date. As used in this Agreement, the term “Expiration Date” shall mean the earlier to occur of (a) the Effective

Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Article VIII thereof or otherwise,

(c) any amendment to the Merger Agreement that is effected without the Stockholder’s written consent that decreases the amount,

or changes the form, of consideration payable to all stockholders of the Company pursuant to the terms of the Merger Agreement or (d) the

mutual written agreement of the parties to terminate this Agreement.

3.            Additional

Acquisitions. Each Stockholder agrees that any shares of capital stock or other equity securities of the Company that such Stockholder

acquires or with respect to which such Stockholder otherwise acquires sole or shared voting power (including any proxy) after the execution

of this Agreement and prior to the Expiration Date, whether by the exercise of any Remix Options or Remix Warrants or otherwise, including,

without limitation, upon the vesting of any applicable restricted stock unit award agreement or by gift, succession, in the event of

a stock split or as a dividend or distribution of any Shares (“New Shares”), shall be subject to the terms and conditions

of this Agreement to the same extent as if they constituted the Shares.

4.            Agreement

to Retain Shares. From and after the date hereof until the Expiration Date, each Stockholder shall not, directly or indirectly, (a) sell,

assign, transfer, tender, or otherwise dispose of (including, without limitation, by the creation of any Liens (as defined in Section 5(d) below))

any Shares or any New Shares, (b) deposit any Shares or New Shares into a voting trust or enter into a voting agreement or similar

arrangement with respect to such Shares or New Shares or grant any proxy or power of attorney with respect thereto (other than this Agreement),

(c) enter into any Contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale,

transfer, assignment or other disposition of (including, without limitation, by the creation of any Liens) any Shares or New Shares,

or (d) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or

have the effect of preventing or disabling such Stockholder from performing such Stockholder’s obligations under this Agreement.

Any action taken in violation of the foregoing sentence shall be null and void ab initio. Notwithstanding the foregoing, each

Stockholder may make (1) transfers by will or by operation of Law or other transfers for estate-planning purposes, in which case

this Agreement shall bind the transferee, (2) with respect to such Stockholder’s Remix Options (and any Shares underlying

such Remix Options) which expire on or prior to the Expiration Date, transfers, sale, or other disposition of Shares to the Company (or

effecting a “net exercise” of a Remix Option) as payment for the (i) exercise price of such Stockholder’s Remix

Options and (ii) taxes applicable to the exercise of such Stockholder’s Remix Options, (3) if Stockholder is an entity,

partnership or limited liability company, a transfer to one or more equityholders, partners or members of Stockholder or to an Affiliated

person, corporation, trust or other Entity controlling or under common control with Stockholder, or if Stockholder is a trust, a transfer

to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof,

(4) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce

settlement, and (5) transfers, sales or other dispositions as the Company may otherwise agree in writing in its sole discretion.

If any voluntary or involuntary transfer of any Shares covered hereby shall occur (including a transfer or disposition permitted by Section 4(1) through

Section 4(5), sale by a Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court

sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee)

shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue

in full force and effect, notwithstanding that such transferee is not a Stockholder and has not executed a counterpart hereof or joinder

hereto.

5.            Representations

and Warranties of Stockholder. Each Stockholder hereby, severally but not jointly, represents and warrants to Passage and the Company

as follows:

(a)            If

such Stockholder is an Entity: (i) such Stockholder is duly organized, validly existing and in good standing under the laws of the

jurisdiction in which it is incorporated, organized or constituted, (ii) such Stockholder has all necessary power and authority

to execute and deliver this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated

hereby, and (iii) the execution and delivery of this Agreement, performance of such Stockholder’s obligations hereunder and

the consummation of the transactions contemplated hereby by such Stockholder have been duly authorized by all necessary action on the

part of such Stockholder and no other proceedings on the part of such Stockholder are necessary to authorize this Agreement, or to consummate

the transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has the legal capacity to execute and deliver

this Agreement, to perform such Stockholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b)            this

Agreement has been duly executed and delivered by or on behalf of such Stockholder and, to such Stockholder’s knowledge and assuming

this Agreement constitutes a valid and binding agreement of the Company and Passage, constitutes a valid and binding agreement with respect

to such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by general

principles of equity whether applied in a court of Law or a court of equity and by bankruptcy, insolvency and similar Laws affecting

creditors’ rights and remedies generally;

has had the opportunity to review the Merger Agreement, including the provisions relating to the payment and allocation of the consideration

to be paid to the stockholders of the Company, and this Agreement with counsel of Stockholder’s own choosing. Stockholder has had

an opportunity to review with its own tax advisors the tax consequences of the Merger and the Contemplated Transactions. Stockholder

understands that it must rely solely on its advisors and not on any statements or representations made by Passage, the Company or any

of their respective agents or representatives, except as set forth in the Subscription Agreement (with respect to those Stockholders

executing the Subscription Agreement). Stockholder understands that such Stockholder (and not Passage, the Company or the Surviving Corporation)

shall be responsible for such Stockholder’s tax liability that may arise as a result of the Merger or the transactions contemplated

by the Merger Agreement. Stockholder understands and acknowledges that the Company, Passage and Merger Sub are entering into the Merger

Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement;

(d)            such

Stockholder beneficially owns the number of Shares, and holds Remix Options and Remix Warrants to acquire the number of Shares, indicated

opposite such Stockholder’s name on Schedule 1, which constitute all of the Shares owned by the Stockholder as of the

date hereof. Such Stockholder will own any New Shares, free and clear of any liens, claims, charges or other encumbrances or restrictions

of any kind whatsoever (“Liens”), and has sole or shared, and otherwise unrestricted, voting power with respect to

such Shares or New Shares and none of the Shares or New Shares is subject to any voting trust or other agreement, arrangement or restriction

with respect to the voting of the Shares or the New Shares, except as contemplated by this Agreement and the stockholder agreements and

arrangements referenced in the Merger Agreement and except for customary arrangements with the Stockholder’s prime broker and/or

custodian;

(e)            to

the knowledge of such Stockholder, the execution and delivery of this Agreement by such Stockholder does not, and the performance by

such Stockholder of his, her or its obligations hereunder and the compliance by such Stockholder with any provisions hereof will not,

violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both

would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result

in the creation of any Liens on any Shares or New Shares pursuant to, any agreement, instrument, note, bond, mortgage, Contract, lease,

license, permit or other obligation or any order, arbitration award, judgment or decree to which such Stockholder is a party or by which

such Stockholder is bound, or any Law, statute, rule or regulation to which such Stockholder is subject or, in the event that such

Stockholder is a corporation, partnership, trust or other Entity, any bylaw or other Organizational Document of such Stockholder; except

for any of the foregoing as would not reasonably be expected to prevent or delay the performance by such Stockholder of his, her or its

obligations under this Agreement in any material respect;

(f)            the

execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder does

not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority

or regulatory authority by such Stockholder except for applicable requirements, if any, of the Exchange Act, and except where the failure

to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the

performance by such Stockholder of his, her or its obligations under this Agreement in any material respect;

(g)            no

investment banker, broker, finder or other intermediary is entitled to a fee or commission from Passage or the Company in respect of

this Agreement based upon any Contract made by or on behalf of such Stockholder; and

(h)            as

of the date of this Agreement, there is no Legal Proceeding pending or, to the knowledge of such Stockholder, threatened against such

Stockholder that would reasonably be expected to prevent or delay the performance by such Stockholder of his, her or its obligations

under this Agreement in any material respect.

6.              Irrevocable

Proxy. Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby

appoint the Company and any of its designees with full power of substitution and resubstitution, as such Stockholder’s true and

lawful attorney and irrevocable proxy, to the fullest extent of such Stockholder’s rights with respect to the Shares, to vote and

exercise all voting and related rights, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder)

to any Stockholder consent, if such Stockholder fails to vote his, her or its Shares solely with respect to the matters set forth in

Section 1 hereof by 5:00 p.m. (Eastern Time) on the day immediately preceding the meeting date (or date upon which written

consents are requested to be submitted), provided the Stockholder has received information regarding the meeting or request for written

consent at least five (5) Business Days before such stockholder meeting or any consent solicitation or other vote taken of the Company’s

stockholders. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date,

hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and represents that none of such previously-granted

proxies are irrevocable. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection

with, and granted in consideration of, and as an inducement to the Company, Passage and Merger Sub to enter into the Merger Agreement

and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power

of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be

binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees

not to grant any subsequent powers of attorney or proxies with respect to any Shares with respect to the matters set forth in Section 1

until after the Expiration Date. With respect to any Shares that are owned beneficially by Stockholder

but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the name of a bank, broker

or nominee), Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and

take all other actions provided for in this Section 6 with respect to

such Shares. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon

the Expiration Date.

7.              Waiver

of Appraisal Rights. Each Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under applicable

Law, including Section 262 of Delaware Law, in connection with the Merger.

8.              No

Legal Actions. Each Stockholder will not in its capacity as a Company security holder bring, commence, institute, maintain, prosecute

or voluntarily aid or participate in any Legal Proceeding which (i) challenges the validity of or seeks to enjoin the operation

of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, either

alone or together with the other voting agreements and proxies to be delivered in connection with the execution of the Merger Agreement,

or the approval of the Merger Agreement and the Contemplated Transactions by the Remix Board, constitutes a breach of any fiduciary duty

of the Remix Board or any member thereof.

9.              Other

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party

will be deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or by Law or equity upon such party, and the

exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage

would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were

otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of

this Agreement and to enforce specifically the terms and provisions hereof without the need of posting bond in any court of the United

States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at Law or in equity.

10.            Directors,

Officers, Trustees and Fiduciaries. This Agreement shall apply to each Stockholder solely in such Stockholder’s capacity

as a stockholder of the Company and/or holder of Remix Options and/or Remix Warrants not in such Stockholder’s capacity as a director,

officer or employee of the Company or any of its Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary of any

employee benefit plan or trust. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or

require Stockholder to attempt to) limit or restrict a director and/or officer of the Company in the exercise of his or her fiduciary

duties consistent with the terms of the Merger Agreement as a director and/or officer of the Company or in his or her capacity as a trustee

or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director and/or

officer of the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity

as such director, officer, trustee and/or fiduciary.

11.            No

Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership

or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares

shall remain vested in and belong to such Stockholder, and the Company does not have authority to manage, direct, superintend, restrict,

regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct such Stockholder

in the voting of any of the Shares, except as otherwise provided herein.

12.            Termination.

This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. Notwithstanding the foregoing,

upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided,

however, that nothing set forth in this Section 12 or elsewhere in this Agreement shall relieve any party from liability

for any fraud or for any willful and material breach of this Agreement prior to termination hereof.

13.            Further

Assurances. Each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional

or further consents, documents and other instruments as the Company or Passage may reasonably request for the purpose of effectively

carrying out the transactions contemplated by this Agreement and the Contemplated Transactions.

14.            Disclosure.

Each Stockholder hereby agrees that Passage and the Company may publish and disclose in the Registration Statement, any prospectus filed

with any regulatory authority in connection with the Contemplated Transactions and any related documents filed with such regulatory authority

and as otherwise required by Law, such Stockholder’s identity and ownership of Shares, Remix Options and Remix Warrants and the

nature of such Stockholder’s commitments, arrangements and understandings under this Agreement and may further file this Agreement

as an exhibit to the Registration Statement or prospectus or in any other filing made by Passage or the Company as required by Law or

the terms of the Merger Agreement, including with the SEC or other regulatory authority, relating to the Contemplated Transactions, all

subject to prior review and a reasonable opportunity to comment by Stockholder’s counsel. Prior to the Closing, each Stockholder

shall not, and shall use its reasonable best efforts to cause its representatives not to, directly or indirectly, make any press release,

public announcement or other public communication regarding the Merger without the prior written consent of Passage and the Company,

provided that the foregoing shall not limit or affect any actions taken by such Stockholder (or any affiliated officer or director

of such Stockholder) that would be permitted to be taken by such Stockholder, Passage or the Company pursuant to the Merger Agreement;

provided, further, that the foregoing shall not affect any actions of Stockholder the prohibition of which would be prohibited

under applicable Law and shall not prohibit Stockholder or its affiliates from making any publicly-available filings required by applicable

law, regulation or legal process.

15.            Notice.

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight

courier (providing proof of delivery), by facsimile transmission (providing confirmation of transmission) or by electronic transmission

(providing confirmation of transmission) to the Company or Passage, as the case may be, in accordance with Section 9.7 of

the Merger Agreement and to each Stockholder at his, her or its address or email address (providing confirmation of transmission) set

forth on Schedule 1 attached hereto (or at such other address for a party as shall be specified by like notice).

16.            Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or

provision in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that

any term or provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making such determination

shall have the power to limit such term or provision, to delete specific words or phrases or to replace such term or provision with a

term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term

or provision, and this Agreement shall be valid and enforceable as so modified. In the event such court does not exercise the power granted

to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable

term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable

term or provision.

17.            Assignability.

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective

successors and assigns; provided, however, that neither this Agreement nor any of a party’s rights or obligations hereunder

may be assigned or delegated by such party without the prior written consent of the other parties hereto, and any attempted assignment

or delegation of this Agreement or any of such rights or obligations by such party without the other party’s prior written consent

shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other

than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

18.            No

Waivers. No waivers of any breach of this Agreement extended by the Company or Passage to such Stockholder shall be construed as

a waiver of any rights or remedies of the Company or Passage, as applicable, with respect to any other stockholder of the Company who

has executed an agreement substantially in the form of this Agreement with respect to Shares held or subsequently held by such stockholder

or with respect to any subsequent breach of Stockholder or any other such stockholder of the Company. No waiver of any provisions hereof

by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing

waiver of any provision hereof by such party.

19.            Applicable

Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the state of Delaware, regardless

of the Laws that might otherwise govern under applicable principles of conflicts of Laws. In any action or Legal Proceeding between any

of the parties arising out of or relating to this Agreement, each of the parties: (i) irrevocably and unconditionally consents and

submits to the exclusive jurisdiction and venue of the Court of Chancery of the state of Delaware or to the extent such court does not

have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of

Delaware, (ii) agrees that all claims in respect of such action or Legal Proceeding shall be heard and determined exclusively in

accordance with clause (i) of this Section 19, (iii) waives any objection to laying venue in any such action or

Legal Proceeding in such courts, (iv) waives any objection that such courts are an inconvenient forum or do not have jurisdiction

over any party, and (v) agrees that service of process upon such party in any such action or Legal Proceeding shall be effective

if notice is given in accordance with Section 15 of this Agreement. Each party irrevocably consents to service of process

inside or outside the territorial jurisdiction of the courts referred to in this Section 19 in the manner provided for notices

in Section 15. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted

by applicable Law.

20.            Waiver

of Jury Trial. The parties hereto hereby waive any right to trial by jury with respect to any action or Legal Proceeding related

to or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.

21.            No

Agreement Until Executed. Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement

shall not constitute or be deemed to evidence a Contract, agreement, arrangement or understanding between the parties hereto unless and

until (a) the Remix Board has approved, for purposes of any applicable anti-takeover Laws and regulations and any applicable provision

of the certificate of incorporation of the Company, the Merger Agreement and the Contemplated Transactions, (b) the Merger Agreement

is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.

22.            Entire

Agreement; Counterparts; Exchanges by Electronic Transmission. This Agreement and the other agreements referred to in this Agreement

constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of

the parties with respect to the subject matter hereof and thereof. This Agreement may be executed in several counterparts, each of which

shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement

(in counterparts or otherwise) by all parties by electronic transmission via “.pdf” shall be sufficient to bind the parties

to the terms and conditions of this Agreement.

23.            Amendment.

This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument

in writing signed on behalf of each party hereto; provided, however, that the rights or obligations of any Stockholder

may be waived, amended or otherwise modified in a writing signed by Passage, the Company and such Stockholder.

24.            Fees

and Expenses. Except as otherwise specifically provided herein, the Merger Agreement or any other agreement contemplated by the Merger

Agreement to which a party hereto is a party, each party hereto shall bear its own expenses in connection with this Agreement and the

transactions contemplated hereby.

25.            Voluntary

Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of

the parties. Each of the parties hereby acknowledges, represents and warrants that (i) it has read and fully understood (x) the

Merger Agreement, including the provisions relating to the payment and allocation of the consideration to be paid to stockholders of

the Company and holders of Remix Options and Remix Warrants, (y) this Agreement, and (z) the implications and consequences

thereof; (ii) it has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of its own

choice, or it has made a voluntary and informed decision to decline to seek such counsel; and (iii) it is fully aware of the legal

and binding effect of this Agreement.

26.            Definition

of Merger Agreement. For purposes of this Agreement, the term “Merger Agreement” may include such agreement as

amended or modified as long as such amendments or modifications (a) do not (i) change the form or amount of consideration payable

under the Merger Agreement, (ii) extend the Outside Date past [●] (other than any extension provided for in Section 8.1(b) of

the Merger Agreement with respect to the Registration Statement), or (iii) otherwise change the terms and conditions of the Merger,

the Concurrent Financing or the other Contemplated Transactions in a manner materially adverse to such Stockholder or (b) have been

agreed to in writing by such Stockholder.

27.            Construction.

(a)            For

purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine

gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter

gender shall include masculine and feminine genders.

(b)            The

parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party

shall not be applied in the construction or interpretation of this Agreement.

used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be

terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d)            Except

as otherwise indicated, all references in this Agreement to “Sections,” and “Schedules” are intended to refer

to Sections of this Agreement and Schedules to this Agreement, respectively.

(e)            The

underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement

and shall not be referred to in connection with the construction or interpretation of this Agreement.

[Remainder of Page has Intentionally Been

Left Blank]

EXECUTED as of the date first

above written.

[stockholder]

Signature:

Signature Page

to Remix Support Agreement

EXECUTED as of the date first

above written.

PASSAGE BIO, INC.

By:

Name:

Title:

Remix Therapeutics, INC.

By:

Name:

Title:

Signature Page to Remix

Support Agreement

SCHEDULE 1

Name, Address

and

Email Address of

Stockholder

of Remix

Common Stock

of Remix

Preferred Stock

Remix Options

Remix Warrants

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2618476d1_ex10-3.htm · Sequence: 5

Exhibit 10.3

LOCK-UP AGREEMENT

June 24, 2026

Passage Bio, Inc.

P.O. Box 7

Hopewell, NJ 08525

Remix Therapeutics, Inc.

100 Forge Road, Suite 400

Watertown, MA 02472

Ladies and Gentlemen:

The undersigned signatory

of this lock-up agreement (this “Lock-Up Agreement”) understands that Passage Bio, Inc., a Delaware corporation

(including any successor thereto, “Passage”), has entered into an Agreement and Plan of Merger, dated as of

June 24, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Peregrine Merger

Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Passage, and Remix Therapeutics, Inc., a Delaware

corporation (including any successor thereto, “Remix”). Capitalized terms used but not otherwise defined

herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

a condition and inducement to each of the parties to enter into the Merger Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably agrees that, subject to the exceptions set

forth herein, without the prior written consent of Passage and, solely prior to the Closing, Remix, the undersigned will not, during the

period commencing upon the Closing and ending on the date that is 180 days after the Closing Date (the “Restricted Period”):

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option

or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or

indirectly, any shares of Passage Common Stock held by the Undersigned immediately after the Closing issued pursuant to the Merger

Agreement in respect of any shares of Remix Common Stock, Remix Preferred Stock, Remix Convertible Notes, Remix Options or Remix

Warrants that were held by the Undersigned immediately prior to the Closing (collectively, the “Undersigned’s

Shares”), or publicly disclose the intention to make any such offer, sale, pledge, grant, transfer or disposition (for

the avoidance of doubt, in no event will the Concurrent Financing Released Shares or Passage Released Shares constitute

“Undersigned’s Shares” for purposes of this Lock-Up Agreement);

(ii) enter into any swap, short sale, hedge or other agreement that transfers, in whole or in part, any of

the economic consequences of ownership of the Undersigned’s Shares regardless of whether any such transaction described in clause

(i) above or this clause (ii) is to be settled by delivery of the Undersigned’s Shares or other securities, in cash or

otherwise; or

(iii) make any demand for, or exercise any right with respect to, the registration of any of the Undersigned’s

Shares (other than such rights set forth in the Merger Agreement or the obligations of Remix or the combined company under the Registration

Rights Agreement (as defined in the Subscription Agreement, dated as of the date hereof, by and among Remix and each of the purchasers

listed on the Schedule of Purchasers attached thereto)).

The restrictions and obligations contemplated by this Lock-Up Agreement

shall not apply to:

(a) transfers of the Undersigned’s Shares:

(i) if the undersigned is a natural person, (A) to any person related to the undersigned by blood

or adoption who is an immediate family member of the undersigned, or by marriage or domestic partnership (a “Family Member”),

or to a trust formed for the direct or indirect benefit of the undersigned or any of the undersigned’s Family Members, (B) to

the undersigned’s estate, following the death of the undersigned, by will, intestacy or other operation of Law, (C) as a bona

fide gift or a charitable contribution, as such term is described in Section 501(c)(3) of the Internal Revenue Code of 1986,

as amended, (D) by operation of Law pursuant to a qualified domestic relations order or in connection with a divorce settlement,

or (E) to any partnership, corporation or limited liability company which is controlled by the undersigned and/or by any such Family

Member(s);

(ii) if the undersigned is a corporation, partnership, limited liability company or other

entity, (A) to another corporation, partnership, limited liability company, or other entity that is an affiliate (as defined

under Rule 12b-2 of the Exchange Act) of the undersigned, including investment funds or other entities under common control or management

or advisement with the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner

or a successor partnership or fund, or any other funds managed by such partnership), (B) as a distribution or dividend to equity

holders, including, without limitation, current or former general or limited partners, members or managers (or to the estates of any of

the foregoing), as applicable, of the undersigned (including upon the liquidation and dissolution of the undersigned pursuant to a plan

of liquidation approved by the undersigned’s equity holders), (C) as a bona fide gift or a charitable contribution, as such

term is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (D) transfers or dispositions

not involving a change in beneficial ownership or (E) with prior written consent of Passage; or

(iii) if the undersigned is a trust, to any grantors or beneficiaries of the trust;

provided that,

in the case of any transfer or distribution pursuant to this clause (a), such transfer is not for value and each donee, heir, beneficiary

or other transferee or distributee shall, prior to or concurrently with such transfer or distribution, sign and deliver to Passage a lock-up

agreement in the form of this Lock-Up Agreement with respect to the Undersigned’s Shares that have been so transferred or distributed;

(b) the exercise of an option to purchase Passage Common Stock (including a net or cashless exercise of an

option to purchase Passage Common Stock), and any related transfer of shares of Passage Common Stock to Passage or the sale of Passage

Common Stock in the open market, in each case, for the purpose of paying the exercise price of such options or for paying taxes (including

estimated taxes) during the Restricted Period due as a result of the exercise of such options; provided that,

for the avoidance of doubt, the underlying shares of Passage Common Stock held by the undersigned following such exercise or open market

sales shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement;

pursuant to the terms of any employee benefit plan or restricted stock purchase agreement;

(d) the vesting of any restricted stock unit or settlement of any other equity award that represents the right

to receive shares of Passage Common Stock, and transfers to Passage, or sales of Passage Common Stock in the open market, in connection

with the vesting of any restricted stock unit or settlement of any other equity award that represents the right to receive shares of Passage

Common Stock settled in Passage Common Stock, in each case, to pay any tax withholding obligations due during the Restricted Period; provided that,

for the avoidance of doubt, the underlying shares of Passage Common Stock held by the undersigned following such vesting or settlement

and any such open market sales shall continue to be subject to the restrictions on transfer set forth in this Lock-Up Agreement;

(e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1

Plan”) for the transfer of Passage Common Stock; provided that (i) such plan does

not provide for any transfers of Passage Common Stock during the Restricted Period and (ii) no sales, transfers or other dispositions

of shares of Passage Common Stock shall be made pursuant to a 10b5-1 Plan existing as of the date of the Merger Agreement (which, for

clarity, shall not be amended during the Restricted Period, but may be terminated during the Restricted Period); and provided further

that no public announcement or filing under the Exchange Act or otherwise shall be required or voluntarily made by any party in connection

with the establishment of such plan during the Restricted Period;

(f) transfers, sales, dispositions, or the entering into of transactions

(including, without limitation, any swap, hedge, short sale or similar agreement) or public announcements by the undersigned of or relating

to shares of capital stock or other securities of Passage purchased or acquired by the undersigned on the open market, in other transactions

following the Closing or in a public offering by Passage or that do not involve or relate to the Undersigned’s Shares (the “Passage

Released Shares”); provided that this clause (f) shall not apply to any shares of Passage Common Stock

issued pursuant to the Merger Agreement in respect of shares, or any securities convertible into or exercisable or exchangeable for shares,

of Remix;

(g) transfers of the Undersigned’s Shares pursuant to a bona fide third-party tender offer, merger,

consolidation or other similar transaction made to all holders of Passage’s capital stock involving a change of control of Passage

that has been approved by Passage’s Board of Directors, provided that in the event that such tender offer, merger,

consolidation or other such transaction is not completed, the Undersigned’s Shares shall remain subject to the restrictions contained

in this Lock-Up Agreement. For purposes of this clause (g), a “change of control” means the transfer (whether

by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person

or group of affiliated persons, of Passage’s voting securities if, after such transfer, Passage’s stockholders as of immediately

prior to such transfer do not hold a majority of the outstanding voting securities of Passage (or the surviving entity);

(h) transfers of the Undersigned’s Shares pursuant to an order of a court or regulatory agency; or

(i) transfers, sales, dispositions, or the entering into of transactions (including, without limitation, any

swap, hedge, short sale or similar agreement) or public announcements by the undersigned relating to shares of Passage Common Stock issued

pursuant to the Merger Agreement in respect of shares of Remix or Passage, as the case may be, if any, purchased pursuant to the Concurrent

Financing (as defined in the Merger Agreement) or issued in exchange for, or on conversion or exercise of, any securities issued as part

of the Concurrent Financing (the “Concurrent Financing Released Shares”). For the avoidance of doubt and without

limiting any of the foregoing exceptions, the number of Concurrent Financing Released Shares to be issued to the undersigned at the Closing

is set forth, solely for informational purposes, opposite his, her or its name on Schedule I to this Lock-Up Agreement under the

heading “Concurrent Financing Released Shares”;

provided, further, that, with respect

to each of (a), (b), (c), and (d) above, no filing by any party (including any donor, donee, transferor, transferee, distributor

or distributee) under Section 16 of the Exchange Act or other public announcement shall be made voluntarily in connection with such

transfer or disposition during the Restricted Period; provided that (i) any filing under Section 16 of the

Exchange Act made during the Restricted Period shall clearly indicate in the footnotes thereto that such filing relates to the circumstances

described in (a), (b), (c), or (d), as applicable, and that the shares of Passage Common Stock subject thereto remain subject to this

Lock-Up Agreement and (ii) the foregoing shall not prevent the undersigned from filing a Form 13F, Schedule 13G or Schedule

13D, or any amendment thereto, or from disclosing its holdings in Passage to the extent required by applicable Law.

Any attempted transfer in

violation of this Lock-Up Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual

or constructive knowledge of the transfer restrictions set forth in this Lock-Up Agreement, and will not be recorded on the share register

of Passage. In furtherance of the foregoing, the undersigned agrees that Passage and any duly appointed transfer agent for the registration

or transfer of the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would

constitute a violation or breach of this Lock-Up Agreement. Passage may cause the legend set forth below, or a legend substantially

equivalent thereto, to be placed upon any certificate(s) or other documents, ledgers or instruments evidencing the undersigned’s

ownership of Passage Common Stock:

THE SHARES REPRESENTED BY THIS CERTIFICATE

ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE

OF REMIX THERAPEUTICS, INC.

Remix hereby represents and

warrants that all Remix Lock-Up Agreements (as defined in the Merger Agreement) being executed by holders of Remix Capital Stock are in

the same form as this Lock-Up Agreement.

The undersigned hereby represents

and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred

or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives

of the undersigned.

The parties hereto understand

and agree that if the Merger Agreement is terminated for any reason, the undersigned shall be immediately and automatically released from

all obligations under this Lock-Up Agreement. The undersigned understands that Passage and Remix are proceeding with the Contemplated

Transactions in reliance upon this Lock-Up Agreement.

Any and all remedies herein

expressly conferred upon Passage or Remix will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by

law or equity, and the exercise by Passage or Remix of any one remedy will not preclude the exercise of any other remedy. The undersigned

agrees that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur to Passage

and/or Remix in the event that any provision of this Lock-Up Agreement were not performed in accordance with its specific terms or were

otherwise breached. It is accordingly agreed that Passage and Remix shall be entitled to seek an injunction or injunctions, specific

performance and other equitable relief to prevent breaches of this Lock-Up Agreement and to seek to enforce specifically the terms and

provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which

Passage or Remix is entitled at law or in equity, and the undersigned waives any bond, surety or other security that might be required

of Passage or Remix with respect thereto. The undersigned further agrees that it will not oppose the granting of an injunction, specific

performance or other equitable relief on the basis that Passage or Remix has an adequate remedy at law or that any award of specific performance

is not an appropriate remedy for any reason at law or in equity.

In the event that any holder of Passage’s securities that are

subject to a substantially similar lock-up agreement entered into by such holder, other than the undersigned, is permitted by Passage

(and/or Remix), including, but not limited to, through any written consent granted under subparagraph (a)(ii)(E) above, to sell or

otherwise transfer or dispose of shares of Passage Common Stock for value other than as permitted by this or a substantially similar lock-up

agreement entered into by such holder or is granted an early release or waiver from the lock-up restrictions contained in such other lock-up

agreement, the same percentage of shares of the Undersigned’s Shares shall be automatically, immediately and fully released and

waived at the same time and on the same terms from any remaining restrictions set forth herein (the “Pro-Rata Release”);

provided, however, that such Pro-Rata Release shall not be applied unless and until permission or early release

has been granted by Passage, and solely prior to the Closing, Remix, to an equity holder or equity holders to sell or otherwise transfer

or dispose of all or a portion of such equity holder’s shares of Passage Common Stock that, when combined with all other permissions

and early releases, represent an aggregate amount in excess of 1% of the number of shares of Passage Common Stock originally subject to

substantially similar agreements; provided, further, that Passage will promptly (and in any event within two business days

prior to the effective date of any such Pro-Rata Release) notify the undersigned in writing of the terms and effective date of such Pro-Rata

Release (including, without limitation, the percentage of the Undersigned’s Shares to be released in connection with such Pro-Rata

Release); provided, however, that if the undersigned is an executive officer or director of Passage and such

permission or early release was granted solely for the purpose of meeting the initial listing standards of Nasdaq or another applicable

national securities exchange, then such permission or early release shall not trigger, and the undersigned shall not be entitled to, the

Pro-Rata Release.

Upon the release of any of

the Undersigned’s Shares from this Lock-Up Agreement, Passage will promptly cooperate with the undersigned to facilitate the timely

preparation and delivery of certificates representing the Undersigned’s Shares without the restrictive legend above or the withdrawal

of any stop transfer instructions.

The undersigned understands that this Lock-Up Agreement is irrevocable

and is binding upon the undersigned’s heirs, successors and assigns.

This Lock-Up Agreement and

any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by and construed in accordance

with the Laws of the State of Delaware, without regard to the conflict of Laws principles thereof.

IN ANY ACTION OR PROCEEDING

BETWEEN THE UNDERSIGNED, ON THE ONE HAND, AND PASSAGE, REMIX OR ANY OF THEIR SUBSIDIARIES, ON THE OTHER HAND, ARISING OUT OF OR RELATING

TO THIS LOCK-UP AGREEMENT, EACH OF THE UNDERSIGNED, PASSAGE AND REMIX: (A) IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO

THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT

MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, (B) AGREES

THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ACCORDANCE WITH THIS PARAGRAPH AND

THE PRECEDING PARAGRAPH, (C) WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS, (D) WAIVES

ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO NOT HAVE JURISDICTION OVER ANY PARTY, (E) AGREES THAT IF NOTICE IS

GIVEN IN WRITING, WITH RESPECT TO THE UNDERSIGNED, to the address of the undersigned set forth

on THE SIGNATURE PAGES HERETO, and with respect to passage or remix, to the address set forth above, SERVICE OF PROCESS UPON SUCH

PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE (I) four Business Days after being

sent by registered or certified mail, return receipt requested, postage prepaid, (II) one Business Day after being sent via a reputable

nationwide overnight courier service guaranteeing next Business Day delivery, or (III) when receipt is acknowledged, in the case

of email, AND (F) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY.

This Lock-Up Agreement may

be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

The exchange of a fully executed Lock-Up Agreement (in counterparts or otherwise) by Passage, Remix and the undersigned by electronic

mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic

Signatures and Records Act or other applicable law, e.g., www.docusign.com) or electronic transmission in .pdf format shall be sufficient

to bind such parties to the terms and conditions of this Lock-Up Agreement.

(Signature Page Follows)

Accepted and Agreed

By Passage Bio, Inc.:

By:

Name:

Title:

Accepted and Agreed by

Remix Therapeutics, Inc.:

By:

Name:

Title:

[Signature Page to Lock-Up Agreement]

Very truly yours,

Print Name of Stockholder (Individual):

[ · ]

Address:

[Signature Page to Lock-Up Agreement]

Very truly yours,

Print Name of Stockholder (Entity):

[ · ]

Address:

By:

Name:

Title:

[Signature Page to Lock-Up Agreement]

SCHEDULE I

Concurrent Financing Released Shares

Stockholder

Concurrent Financing Released Shares

[Schedule

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2618476d1_ex10-4.htm · Sequence: 6

Exhibit 10.4

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”)

is made and entered into as of June 24, 2026 (the “Effective Date”) by and among Remix Therapeutics, Inc.,

a Delaware corporation (the “Company”), and each of the purchasers listed on the Schedule of Purchasers

attached hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”).

Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.

RECITALS

WHEREAS, the Company is party to that certain

Agreement and Plan of Merger by and among the Company, Peregrine Merger Sub, Inc. (“Merger Sub”), and Passage

Bio, Inc. (“Passage”), dated on or about the date hereof (the “Merger Agreement”),

pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Passage

(the “Merger”);

WHEREAS, the Company desires to sell to the Purchasers,

and the Purchasers, severally and not jointly, desire to purchase from the Company, an aggregate amount equal to $69,999,999.28 (the “Total

Subscription Amount”) of shares of the Company’s Common Stock, par value $0.0001 per share (the “Common

Stock”);

WHEREAS, the Company and each Purchaser is executing

and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the 1933

Act and/or in reliance upon any of the safe harbors set forth in Regulation D thereunder; and

WHEREAS, at the Effective Time (as defined in

the Merger Agreement) by virtue of the Merger, the shares of Common Stock shall be automatically converted into the right to receive

a number of shares of common stock par value $0.0001 per share, of Passage (the “Passage Common Stock”), in

accordance with Section 2.4(d) of the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing

and the mutual representations, warranties and covenants herein contained, the parties hereto hereby agree as follows:

Section

Authorization of Securities.

1.01

The Company has authorized the sale and issuance of shares of Common Stock on the terms and subject to the conditions set

forth in this Agreement. The shares of Common Stock sold hereunder at the Closing (as defined below) shall be referred to as the “Securities”.

Section

Sale and Purchase of the Securities.

2.01

Upon the terms and subject to the conditions herein contained (including the satisfaction or waiver of the closing conditions

set forth in Section 6), the Company agrees to sell and issue to each Purchaser, and each Purchaser agrees, severally and not

jointly, to purchase from the Company, at a closing to take place remotely via exchange of executed documents (the “Closing”

and the date of the Closing, the “Closing Date”) to occur immediately prior to the Effective Time (as such

term is defined in the Merger Agreement), that number of Securities equal to (rounded down to the nearest whole share) (i) the aggregate

commitment amount set forth under the heading “Subscription Amount” and opposite such Purchaser’s name on the Schedule

of Purchasers (the “Subscription Amount”) divided by (ii) the Purchase Price (as may be adjusted pursuant to

Section 2.04 hereof).

2.02

Upon written notice from (or on behalf of) the Company to the Purchasers (the “Wire Instructions Notice”)

at least three Business Days prior to the date that the Company reasonably expects all conditions to the closing of the Merger to be

satisfied, each Purchaser will pay the Subscription Amount set forth opposite such Purchaser’s name on the Schedule of Purchasers

by wire transfer of immediately available funds in accordance with the Wire Instructions Notice at least two Business Days prior to the

Closing. The Wire Instructions Notice shall include an express acknowledgement that the Company reasonably expects all conditions to

the closing of the Merger under the Merger Agreement to be satisfied on the Closing Date. If so requested by the Company in the Wire

Instructions Notice and agreed by the applicable Purchaser, the Subscription Amount of each Purchaser shall be paid into an escrow fund

or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company

only upon satisfaction of each of the closing conditions set forth in Section 6 below. In the event the Closing does not

occur within three Business Days of the Closing Date specified in the Wire Instructions Notice, unless otherwise agreed by the Company

and such Purchaser, the Company shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than one Business

Day thereafter) return the aggregate Subscription Amount to each Purchaser by wire transfer of U.S. dollars in immediately available

funds to the account specified by such Purchaser. On the Closing Date, the Company will deliver, against payment by each Purchaser of

its Subscription Amount, the Securities in book-entry form registered in the name of the Purchaser (or its nominee as instructed by the

Purchaser) free and clear of any liens or other restrictions (other than those arising under applicable securities laws, and shall provide

evidence of such issuance from Passage’s transfer agent as of the Closing Date to each Purchaser.

2.03

Notwithstanding anything to the contrary in this Agreement, the (i) Schedule of Purchasers and (ii) the aggregate

Subscription Amount may be amended by the Company and the affected Purchaser (which may be a new Purchaser) prior to the effectiveness

of the Registration Statement, without the consent of the other parties hereto, to reflect the actual number of Securities purchased

by each Purchaser at the Closing, provided that (x) the Company shall provide to Purchasers such updated Schedule of Purchasers,

(y) the aggregate Subscription Amount of all Purchasers after giving effect to such amendment shall not be less than the Total Subscription

Amount and (z) no Purchaser’s Subscription Amount be increased without such Purchaser’s prior written consent. For the avoidance

of doubt, the Company may, with the approval of the Purchaser Majority, add additional purchasers (each of whom shall execute a joinder

to this Agreement and make the representations set forth in Section 3) at any time prior to the effectiveness of the Registration

Statement, provided that the Purchase Price paid by such additional purchasers is equal to or greater than the Purchase Price.

2.04

In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities

or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or

other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference in this Agreement to

a number of shares or a price per share shall be deemed to be amended to appropriately account for such event.

Section

Representations and Warranties of the Purchasers. Each Purchaser, severally and not jointly, represents and warrants

to the Company and the Placement Agents that:

3.01

Organization. The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction

of its organization and has the requisite power and authority to own, lease and operate its properties and to carry on its business as

now conducted.

3.02

Validity. The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the

transactions contemplated hereby have been duly authorized by all necessary corporate, partnership, limited liability or similar actions,

as applicable, on the part of such Purchaser. This Agreement has been duly executed and delivered by the Purchaser and, assuming that

this Agreement constitutes the valid and binding obligation of the Company, constitutes a valid and binding obligation of the Purchaser,

enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium,

fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited

by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.03

Brokers. There is no broker, investment banker, financial advisor, finder or other person which has been retained

by or is authorized to act on behalf of the Purchaser who is entitled to any fee or commission for which the Company will be liable in

connection with the execution of this Agreement and the consummation of the transactions contemplated hereby.

3.04

Investment Representations and Warranties. The Purchaser understands and agrees that the offering and sale of the

Securities has not been registered under the 1933 Act or any applicable state securities laws or the securities laws of any other jurisdiction

and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among

other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

3.05

Acquisition for Own Account. The Purchaser is acquiring the Securities for its own account for investment purposes

and not with a view towards distribution in a manner which would violate the 1933 Act or any applicable state or federal securities laws.

The Purchaser has not been formed for the specific purpose of acquiring the Securities.

3.06

No General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article,

notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television,

radio or the internet or presented at any seminar or any other general solicitation or general advertisement. The purchase of the Securities

by the Purchaser has not been solicited by or through anyone other than the Company or, on the Company’s behalf, Goldman Sachs

& Co. LLC, Jefferies LLC and Evercore Group L.L.C. (the “Placement Agents”), who have been engaged as joint

placement agents for the offering of the Securities; provided that the Company may engage additional Placement Agents from time to time

in its sole discretion.

3.07

Ability to Protect Its Own Interests and Bear Economic Risks. The Purchaser is a sophisticated institutional investor,

has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement, and has sufficient

knowledge and experience in investing in investments similar to the Securities to properly evaluate the merits and risks of the investment

in the Securities. The Purchaser is able to bear the substantial risks of an investment in the Securities including but not limited to

loss of the Purchaser’s entire investment therein. The Purchaser has exercised independent judgment in evaluating its participation

in the purchase of the Securities, and has determined based on its own independent review and such professional advice as it deems appropriate

that its purchase of the Securities and participation in the transactions contemplated by this Agreement (i) are consistent with the

Purchaser’s financial needs, objectives and applicable investment policies or guidelines, (ii) do not and will not violate or constitute

a default under the Purchaser’s charter, bylaws or other constituent document or under any law, rule, regulation, agreement or

other obligation by which it is bound, except to the extent such non-compliance, violation or default would not materially and adversely

affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement, and (iii) is a fit, proper and suitable

investment for the Purchaser, notwithstanding the substantial risks inherent in investing in or holding the Securities.

3.08

Accredited Investor. The Purchaser is (i) a qualified institutional buyer (as defined in Rule 144A of the 1933 Act),

or (ii) an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the 1933 Act. Accordingly,

the Purchaser understands that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J). The Purchaser is

an institutional account as defined in FINRA Rule 4512(c). Accordingly, the Purchaser has also been advised that the offering meets (i)

the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

3.09

Restricted Securities. The Purchaser understands that the Securities are being offered in a transaction not involving

any public offering within the meaning of the 1933 Act in a transaction exempt from the registration requirements of the 1933 Act, and

will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from

the Company in a private placement under Section 4(a)(2) of the 1933 Act and that, under such laws and applicable regulations, such

Securities may be resold without registration under the 1933 Act only in certain limited circumstances.

3.10

Review and Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors

the federal, state and local tax consequences of its purchase of the Securities set forth opposite such Purchaser’s name on the

Schedule of Purchasers and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s

own determination as to tax consequences, and on the Purchaser’s own sources of information and advisors with respect to all tax

matters, and not on any statements or representations of the Company (other than the representations and warranties in this Agreement),

the Placement Agents or any of their respective agents, and understands that the Purchaser (and not the Company) shall be responsible

for the Purchaser’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. Based on such

information as the Purchaser deemed appropriate and without reliance upon the Placement Agents, the Purchaser has independently made

its own analysis and decision to purchase the Securities. The Purchaser has (i) had the opportunity to ask questions of and receive answers

directly with respect to its purchase of Securities, and (ii) conducted and completed its own independent due diligence with respect

to the purchase of Securities. Neither such inquiries nor any other due diligence investigation conducted by the Purchaser shall modify,

limit or otherwise affect such Purchaser’s right to reasonably rely on the Company’s representations and warranties contained

in this Agreement.

3.11

Residency. Such Purchaser’s residence (if an individual) or offices in which its investment decision with

respect to the Securities was made (if an entity) are located at the address immediately below such Purchaser’s name on the Schedule of

Purchasers, or as otherwise noted on the Schedule of Purchasers.

3.12

Disclosure of Information. The Purchaser has had an opportunity to review Passage’s 1934 Act filings, such

audited financial information of Passage for the years ended December 31, 2024 and December 31, 2025, the Company’s “PIPE

Presentation”, including the risk factors in the “PIPE Presentation”, as most recently provided to such Purchaser in

connection herewith, and such other information as the undersigned deems necessary in order to make an investment decision with respect

to the Securities, and discuss the Company’s business, management, financial affairs and the terms and conditions of the offering

of the Securities and the terms and related risks of the Merger with the Company’s management. The foregoing, however, does not

limit or modify the representations and warranties of the Company in Section 4 of this Agreement or the right of the Purchasers

to rely thereon.

3.13

Placement Agents. Such Purchaser hereby acknowledges and agrees that it has independently evaluated

the merits of its decision to purchase the Securities, and that (a) the Placement Agents are acting solely as placement agents in

connection with the execution, delivery and performance of this Agreement, the Registration Rights Agreement or the Merger Agreement

and are not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Purchaser,

the Company or any other Person in connection with the execution, delivery and performance of this Agreement, the Registration Rights

Agreement or the Merger Agreement, (b) the Placement Agents have not made and will not make any representation or warranty, whether

express or implied, of any kind or character and has not provided any advice or recommendation in connection with the execution, delivery

and performance of this Agreement, the Registration Rights Agreement or the Merger Agreement and (c) the Placement Agents will not

have any responsibility with respect the business, affairs, financial condition, operations, properties or prospects of, or any other

matter concerning the Company.

3.14

No Conflicts. The execution, delivery and performance of this Agreement by the Purchaser, the purchase of the Securities

in accordance with their terms and the consummation by the Purchaser of the other transactions contemplated hereby will not conflict

with or result in any violation of, breach or default by such Purchaser (with or without notice or lapse of time, or both) under, conflict

with, or give rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to a loss

of a material benefit under (i) any provision of the organizational documents of the Purchaser, including, without limitation, its incorporation

or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable or (ii) any agreement or

instrument, undertaking, credit facility, franchise, license, judgment, order, ruling, statute, law, ordinance, rule or regulations,

applicable to such Purchaser or its respective properties or assets, except, in the case of clause (ii), as would not, individually or

in the aggregate, be reasonably expected to materially delay or hinder the ability of the Purchaser to perform its obligations under

this Agreement.

Section

Representations and Warranties by the Company. The Company represents and warrants to the Purchasers and the Placement

Agents that:

4.01

Absence of Changes. The Company has conducted its business only in the ordinary course of business (except for the

execution and performance of this Agreement and the Merger Agreement, and the discussions, negotiations, and transactions related thereto)

and since the incorporation of the Company (i) there has not been any change, condition, event, circumstance, occurrence, result,

state of facts or development that has or would reasonably be expected to have a materially adverse effect on the business, condition

(financial or otherwise), general affairs, management, prospects, assets, liabilities, operations, results of operations, stockholders’

equity or financial performance of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”);

provided, however, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account

in determining whether there has been, a Material Adverse Effect: (A) changes in general economic, regulatory or political conditions

in the United States or changes in conditions in the U.S. financial, credit or securities markets generally (including changes in interest

rates and exchange rates) provided that the Company is not disproportionately affected thereby, (B) changes, conditions or developments

in the industries in which the Company operates provided that the Company is not disproportionately affected thereby, (C) material changes

in applicable law or in GAAP or in accounting standards, or any material changes in the interpretation or enforcement of any of the foregoing,

(D) acts of war (whether or not declared), sabotage, terrorism, natural disasters, epidemics, pandemics or other force majeure events

provided that the Company is not disproportionately affected thereby, (E) changes resulting from the announcement or pendency of the

Merger or any of the transactions contemplated by this Agreement or the Merger Agreement, and (F) any failure by the Company to meet

any internal or published projections, forecasts or revenue or earnings predictions for any period (provided that the underlying causes

of such failure may be taken into account in determining whether there is a Material Adverse Effect to the extent not otherwise excluded

by this proviso), (ii) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the

ordinary course of business (which shall include entering into material licensing and collaboration agreements and preferred stock and

convertible note financings) and except as contemplated in this Agreement and the Merger Agreement, which are material with respect to

the Company and its subsidiaries considered as one enterprise, and (iii) there has been no dividend or distribution of any kind declared,

paid or made by the Company on any class of its capital stock.

4.02

Organization and Good Standing of the Company. The Company and its subsidiaries have been duly organized or incorporated

(as applicable) and are validly existing and in good standing (as applicable) under the laws of their respective jurisdictions of organization

or incorporation, and have all necessary power and authority (i) to conduct the business in which they are engaged in all material respects

in the manner in which their respective business is currently being conducted, (ii) to own or lease and use their respective property

and assets in the manner in which their respective property and assets are currently owned or leased and used in all material respects

and (iii) to perform their respective obligations under all contracts by which they are bound in all material respects. The Company and

its subsidiaries are each duly qualified as a foreign corporation (or other applicable entity) to transact business and are in good standing

in each other jurisdiction in which such qualification is required, whether by ownership or leasing of property or the conduct of business,

except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

4.03

Subsidiaries. The Company does not have any subsidiaries, other than the Remix Securities Corporation, and does

not otherwise own any shares of capital stock or any interest in any other Person. The Company does not control directly or indirectly

or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint

venture, trust or other business association or entity. The Company owns 100% of the equity interests of each of its subsidiaries.

4.04

Validity; Valid Issuance of Securities. The Company has all requisite corporate power and authority to enter into

this Agreement, the Registration Rights Agreement and the Merger Agreement and to consummate the transactions contemplated by this Agreement,

the Registration Rights Agreement and the Merger Agreement, subject only to (i) the adoption of the Merger Agreement in accordance with

the terms thereof and an amendment to the Company’s certificate of incorporation by the Company’s stockholders under the

Delaware General Corporation Law, (ii) the filing of an amendment to the Company’s certificate of incorporation, and (iii) the

consent required by the Company’s stockholders to terminate the Company’s investor agreements. The execution and delivery

of this Agreement, the Registration Rights Agreement and the Merger Agreement and the consummation of the transactions contemplated by

this Agreement, the Registration Rights Agreement and the Merger Agreement by the Company have been duly authorized by all necessary

corporate action on the part of the Company, subject to obtaining the stockholder approvals set forth above. Assuming the due authorization,

execution and delivery by each Purchaser, this Agreement the Registration Rights Agreement and the Merger Agreement each constitute a

legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by

applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting

enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive

relief, or other equitable remedies. The Securities are duly authorized and, when issued, sold and delivered in accordance with the terms

and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free and clear of any

liens or other restrictions, other than restrictions on transfer under applicable state and federal securities laws or such restrictions

as the Purchaser has agreed to in writing with the Company, and will not have been issued in violation of or subject to any preemptive

or similar rights created under the Company’s certificate of incorporation, as amended by the certificate of amendment to be filed

immediately prior to the Closing, or bylaws or the Delaware General Corporation Law. All of the issued and outstanding shares of capital

stock of the Company have been issued in compliance in all material respects with applicable federal and state securities laws.

4.05

Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3

hereof and except as set forth in the Merger Agreement and the Registration Rights Agreement and the filing of the certificate of amendment

to the Company’s certificate of incorporation, no material consent, approval, order or authorization of, or registration, qualification,

designation, declaration or filing with, any Governmental Entity (as defined below) is required on the part of the Company in connection

with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the 1933 Act

and applicable state securities laws, which have been made or will be made in a timely manner.

4.06

Absence of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation

of its charter, bylaws or similar organizational document, (ii) in default in the performance or observance of any obligation, agreement,

covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement

or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of

the properties or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”),

except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (iii) in violation of any

law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative

agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective

properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not,

singly or in the aggregate, result in a Material Adverse Effect. Subject to obtaining the Required Remix Stockholder Vote (as defined

in the Merger Agreement), the execution, delivery and the performance of this Agreement and the Merger Agreement and the consummation

of the transactions contemplated herein (including the issuance and sale of the Securities) and compliance by the Company with its obligations

hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (1) conflict with or constitute

a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets

of the Company or any subsidiary pursuant to, the Agreements and Instruments, (2) result in any violation of the provisions of the certificate

of incorporation, by-laws or similar organizational document of the Company or any of its subsidiaries or (3) result in any violation

of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except in the case of clauses

(1) and (3), for such violations as would not, singly or in the aggregate, have or reasonably be expected to have a Material Adverse

Effect, or materially affect the validity of the Securities or the legal authority of the Company to perform its obligations hereunder

and timely comply in all material respects with the terms of this Agreement or the Merger Agreement.

4.07

Absence of Proceedings. There is no action, suit, proceeding or, to the knowledge of the Company, inquiry or investigation,

before or brought by any Governmental Entity now pending or, to the knowledge of the Company, threatened, against or affecting the Company

or any of its subsidiaries, which would have or reasonably be expected to be material to the Company and its subsidiaries, taken as a

whole, or materially and adversely affect the validity of the Securities or the legal authority of the Company to perform its obligations

hereunder and timely comply in all material respects with the terms of this Agreement or the Merger Agreement.

4.08

Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals,

consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental

Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate,

reasonably be expected to be material to the Company or any of its subsidiaries, taken as a whole. The Company and its subsidiaries are

in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or

in the aggregate, reasonably be expected to be material to the Company or any of its subsidiaries, taken as a whole. All of the Governmental

Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental

Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to be material to the Company or

any of its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating

to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision,

ruling or finding, would reasonably be expected to be material to the Company or any of its subsidiaries, taken as a whole.

4.09

Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law

to be filed have been filed and all U.S. federal income taxes shown by such returns or otherwise assessed, which are due and payable,

have been paid, except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been

provided. No assessment in connection with United States federal tax returns has been made against the Company. The Company and its subsidiaries

have filed all other material tax returns that are required to have been filed by them or have timely requested extensions thereof pursuant

to applicable foreign, state, local or other law, and has paid all material taxes due pursuant to such returns or all material taxes

due and payable pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being

contested in good faith and as to which adequate reserves have been established by the Company or its subsidiaries. There are no (i)

examinations or audits of any tax return of the Company or its subsidiaries that are pending or in progress involving any material taxes

or (ii) unresolved written claims that have been received by the Company or its subsidiaries from any governmental body in any jurisdiction

where the Company or any such subsidiary, as applicable, does not file tax returns that the Company or any such subsidiary is or may

be subject to taxes in that jurisdiction. No extension or waiver of the statute of limitation period applicable to any material tax returns

of the Company or material tax has been granted and is currently in effect other than automatic extensions of the time in which to file

a tax return of the Company obtained in the ordinary course of business.

4.10

Insurance. The Company and the subsidiaries carry or are entitled to the benefits of insurance, with what the Company

reasonably believes to be financially sound and reputable insurers, in such amounts and covering such risks as is adequate for the conduct

of their respective businesses and the value of their respective properties and assets, and all such insurance is in full force and effect.

The Company has no reason to believe that it or any of the subsidiaries will not be able (i) to renew its existing insurance coverage

as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to

conduct its business as now conducted and at a cost that would not reasonably be expected to be material to the Company or any of its

subsidiaries, taken as a whole.

4.11

Investment Company Act. The Company is not required, and immediately after the sale of the Securities hereunder

will not be required, to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

4.12

Studies, Tests and Preclinical and Clinical Trials. The pre-clinical studies and clinical trials conducted by or,

to the Company’s knowledge, on behalf of or sponsored by the Company and its subsidiaries with respect to the Company’s product

candidates (collectively “Studies”) were, and if still pending are, being conducted in all material respects

in accordance with all Applicable Laws (as defined below) to which such Studies are or were subject. Neither the Company nor its subsidiaries

has received any written notices or correspondence from any Governmental Entity requiring or threatening the termination, adverse modification

or suspension of any ongoing or proposed Studies other than in connection with ordinary course communications with respect to modifications

in connection with the design and implementation of such Studies, and, to the Company’s knowledge, there are no reasonable grounds

for the same.

4.13

Regulatory Matters. Except in each case as would not, singly or in the aggregate, have or reasonably be expected

to have a Material Adverse Effect, since June 1, 2023: (i) neither the Company nor any of its subsidiaries has received any FDA Form

483, notice of adverse finding, warning letter or other correspondence or written notice from the U.S. Food and Drug Administration

(“FDA”) or any other Governmental Entity alleging or asserting noncompliance with (x) any statutes, laws, ordinances,

rules and regulations applicable to the Company and its subsidiaries for the ownership, testing, development, manufacture, packaging,

processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product

or product candidate manufactured or distributed by the Company, including without limitation, the Federal Food, Drug, and Cosmetic Act,

21 U.S.C. § 301, et seq., similar laws enforced by other Governmental Entities and the regulations promulgated pursuant to

such laws (collectively, “Applicable Laws”) or (y) any licenses, certificates, approvals, clearances, authorizations,

permits and supplements or amendments thereto required by any such Applicable Laws and/or to carry on its businesses as now conducted

(“Authorizations”) and (ii) the Company and each of its subsidiaries has filed, obtained, maintained or submitted

all 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 complete, correct and not misleading on the date filed (or were corrected or supplemented by a subsequent submission).

4.14

Compliance With Laws. The Company has complied in all material respects with, is not in material violation of, and

has not received any written notice alleging any violation with respect to, any applicable provisions of any statute, law or regulation

with respect to the conduct of its business, or the ownership or operation of its properties or assets.

4.15

Information Provided. The information to be supplied by or on behalf of the Company for inclusion or incorporation

by reference in the Registration Statement (as defined in the Merger Agreement), or supplied by or on behalf of the Company for inclusion

in any filing pursuant to Rule 165 and Rule 425 under the 1933 Act or Rule 14a-12 under the 1934 Act, including the Company Presentation

(each a “Regulation M-A Filing”), shall not, at the time the Registration Statement or any such Regulation

M-A Filing is filed with the Securities and Exchange Commission (the “Commission”), at any time it is amended

or supplemented or at the time the Registration Statement is declared effective by the Commission, as applicable, contain any untrue

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

therein not misleading. The information to be supplied by or on behalf of the Company for inclusion in the Registration Statement to

be sent to the stockholders of Passage in connection with the meeting of Passage’s stockholders (the “Public Company

Meeting”), shall not, on the date the proxy statement/prospectus included in the Registration Statement is first mailed

to stockholders of Passage, at the time of the Public Company Meeting or at the Effective Time, contain any statement that, at such time

and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to

state any material fact necessary in order to make the statements made in the Registration Statement not false or misleading; or omit

to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies

for the Public Company Meeting that has become false or misleading.

4.16

No Additional Agreements. The Company does not have any agreement or understanding with any Purchaser or any other

person with respect to the transactions contemplated by this Agreement other than as specified in this Agreement. The Company has no

other agreements or understandings (including, without limitation, side letters) with any Purchaser to purchase any of the Securities

on terms more favorable to such Purchaser than as set forth herein.

4.17

Private Placement. None of the Company, its subsidiaries or 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 any circumstances that would

require registration under the 1933 Act of the Securities being sold pursuant to this Agreement. Assuming the accuracy of the representations

and warranties of the Purchasers contained in Section 3 hereof, the issuance and sale of the Securities is exempt from registration

under the 1933 Act.

4.18

No Disqualification Events. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii)

of the 1933 Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge,

any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3)

is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes

of Rule 506 promulgated under the 1933 Act, any person listed in the first paragraph of Rule 506(d)(1). The Company is not aware

of any Person (other than any Company Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation

of purchasers in connection with the sale of the Securities pursuant to this Agreement. The Company has complied, to the extent applicable,

with its disclosure obligations under Rule 506(e).

4.19

No General Solicitation. Neither the Company nor, to the Company’s knowledge, any person acting on behalf

of the Company has, directly or indirectly, offered or sold any of the Securities by any form of general solicitation or general advertising.

4.20

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth

in Section 3 hereof, none of the Company, its subsidiaries nor, to the Company’s knowledge, any of its or their Affiliates

or any Person acting on its or their behalf has, directly or indirectly, at any time within the past six (6) months, made any offers

or sales of any Company security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability

of the exemption from registration under Section 4(a)(2) and/or Regulation D under the 1933 Act in connection with the offer and

sale by the Company of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to this Agreement

to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions.

4.21

Brokers. Other than the Placement Agents, there is no broker, investment banker, financial advisor, finder or other

person which has been retained by or is authorized to act on behalf of the Company that is entitled to any fee or commission in connection

with the execution of this Agreement and the consummation of the transactions contemplated hereby (other than the Merger), other than

RBC Capital Markets L.L.C. and Canaccord Genuity, capital markets advisors to the Company.

4.22

Additional Representations and Warranties. The Company’s representations and warranties set forth in the Merger Agreement

in Sections 3.3 (Authority; Binding Nature of Agreement), 3.6 (Capitalization), 3.7 (Financial Statements), 3.10 (Title to Assets),

3.11 (Real Property; Leasehold), 3.12 (Intellectual Property), 3.13 (Agreements, Contracts and Commitments), 3.14 (Compliance; Permits;

Restrictions) (except with respect to the first sentence of clause (a) thereof and with respect to clauses (e) and (h) thereof), 3.17

(Employee and Labor Matters; Benefit Plans), 3.18 (Environmental Matters), 3.20 (Transactions with Affiliates) and 3.22 (Privacy and

Data Security) are hereby incorporated by reference and made by the Company, as qualified by the disclosures in the Remix Disclosure

Schedule (as defined in the Merger Agreement). As of the Effective Date, to the knowledge of the Company, the representations and warranties

of Passage in the Merger Agreement and in any certificate or other writing delivered by Passage pursuant thereto are true and correct.

4.23

Merger Agreement. The Purchasers have been provided with true, complete and correct copies of the Merger Agreement

and the Remix Disclosure Schedule (as defined in the Merger Agreement) in the form originally executed, and there have been no amendments

or waivers thereto other than those as to which the Purchasers have been advised in writing.

4.24

Employee Agreements. To the Company’s knowledge, each current and former employee, consultant and officer

of the Company has executed an agreement with the Company regarding confidentiality, proprietary information and assignment of inventions

and intellectual property rights (the “Confidential Information Agreements”). To the Company’s knowledge,

no current or former employee or consultant has excluded works or inventions from his or her assignment of inventions pursuant to such

person’s Confidential Information Agreement. To the Company’s knowledge, no employee or consultant is in violation of any

agreement described in this Section 4.24.

4.25

Anti-Bribery and Anti-Money Laundering Laws; Sanctions. Each of the Company, its subsidiaries and, to the knowledge

of the Company, any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been

in compliance with and its participation in the offering will not violate: (A) anti-bribery laws, including but not limited to, any applicable

law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD

Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, the U.S.

Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes

and scope, (B) anti-money laundering laws, including, but not limited to, applicable federal, state, international, foreign or other

laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 US. Code sections 1956

and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental

group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which

designation the United States representative to the group or organization continues to concur, all as amended, and any executive order,

directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder, or (C) except

as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, any laws with respect

to import and export control and economic sanctions, including the U.S. Export Administration Regulations, the U.S. International Traffic

in Arms Regulations, and economic sanctions regulations and executive orders administered by the U.S. Department of the Treasury Office

of Foreign Asset Control.

4.26

Reliance by Purchasers. The Company acknowledges that each Purchaser will rely upon the truth and accuracy of, and

the Company’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Company

set forth in this Agreement.

Section

Covenants.

5.01

Further Assurances. At or prior to Closing, each party agrees to cooperate and generally do such reasonable acts

and things in good faith as may be necessary to timely satisfy each of the conditions to be satisfied by it as provided in Section 6

of this Agreement and effectuate the intents and purposes of this Agreement subject to the terms and conditions hereof.

5.02

Disclosure of Transactions and Other Material Information. The Company shall or shall cause Passage to, (i) on or

before 9:00 a.m., New York City time, within one Business Day immediately following the Effective Date (or if this Agreement is executed

between midnight and 9:00 a.m., New York City time, on any Business Day, no later than 9:01 a.m. on the Effective Date), issue one or

more press releases and/or file with the Commission a Current Report on Form 8-K (collectively with the press release, the “Disclosure

Document”, and the actual issuance or acceptance (as applicable) of the filing of such press releases or Current Report

on Form 8-K, the “Disclosure Time”) disclosing all material terms of the transactions contemplated hereby and

by the Merger Agreement and any other material nonpublic information within the meaning of the federal securities laws that the Company,

Passage or their respective officers, directors, employees, agents or any other person acting at the direction of the Company or Passage

has provided to the Purchasers in connection with the transactions contemplated by this Agreement and by the Merger Agreement prior to

the filing of the Disclosure Document. The Company represents and warrants that, from and after the issuance of the Disclosure Document,

no Purchaser shall be in possession of any material nonpublic information received from the Company, Passage or their respective officers,

directors, employees, agents or other person acting at their direction. In addition, effective upon the Disclosure Time, the Company

acknowledges and agrees that any and all confidentiality obligations agreed to pursuant to the wall cross procedures for the Offering

shall terminate and be of no further force or effect. The Company understands and confirms that each of the Purchasers will rely on the

foregoing representations in effecting transactions in securities of the Company. The Company shall not, and shall cause its officers,

directors, employees and agents not to, publicly disclose the name of any Purchaser or any affiliate or investment adviser of any Purchaser,

or include the name of any Purchaser or any affiliate or investment adviser of any Purchaser without the prior written consent (including

by e-mail) of such Purchaser (i) in any press release, marketing materials or any other public announcement, or (ii) in any filing with

the Commission or any regulatory agency or trading market, except (A) as required by the federal securities laws, rules or regulations,

(B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory

agency or under regulations of any national securities exchange on which Passage’s securities are listed for trading or (C) to

the extent such disclosure contains only information previously approved in accordance with this Section 5.02.

5.03

Concurrent Financing Restructuring. In the event the structure of the Concurrent Financing (as defined in the Merger

Agreement) either violates applicable Law (as defined in the Merger Agreement) or materially and adversely affects Passage’s ability

to cause the Registration Statement to become effective in a timely manner, and in any event 60 days prior to the Outside Date (as defined

in, and as may be extended in accordance with, the Merger Agreement), then the Company and Purchasers shall cooperate and use commercially

reasonable efforts to cause the Concurrent Financing to be amended, modified and/or restructured such that such investment occurs as

a direct acquisition of shares of Passage Common Stock (as defined in the Merger Agreement) substantially contemporaneously with the

Closing in a manner which preserves to the extent possible, the amount of funds ultimately received by Passage and its subsidiaries,

and the number of shares of Passage Common Stock ultimately held by each Purchaser in respect of such amounts as though the Concurrent

Financing and the Merger pursuant to the Merger Agreement have been consummated according to their respective terms.

5.04

Expenses. The Company and each Purchaser is liable for, and will pay, its own expenses incurred in connection with

the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’

fees and expenses.

5.05

Form S-4. From the date hereof until the Closing Date, the Company shall use commercially reasonable efforts to

ensure the Registration Statement will register the issuance of the shares of Passage Common Stock to be issued in exchange for the Securities,

subject to and in accordance with the terms of the Merger Agreement, to the Purchasers that are not affiliates of the Company.

5.06

Blue Sky Laws. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to each Purchaser at the Closing pursuant

to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption

from such qualification). The Company shall make all filings and reports relating to the offer and sale of the Securities required under

applicable securities or “blue sky” laws of the states of the United States following the Closing Date.

5.07

No Amendment or Waiver of Merger Agreement Terms. The Company shall not amend, modify or waive (or approve an amendment,

modification or a waiver requested by Passage of, or fail to contest an action regarding a breach of) any provision of the Merger Agreement

in a manner that would reasonably be expected to materially and adversely affect the benefits that the Purchaser would reasonably expect

to receive pursuant to this Agreement without the consent of each Purchaser, it being agreed that any amendment or modification to the

definitions of “Remix Equity Value,” “Remix Outstanding Shares,” “Concurrent Financing Merger Shares,”

“Concurrent Financing Allocation Percentage,” “Concurrent Investment Amount” and “Concurrent Financing

Proceeds” in the Merger Agreement shall be deemed materially adverse to the Purchasers.

5.08

Equal Treatment of Purchasers. No consideration shall be offered or paid to any Purchaser to amend or consent to

a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all of the Purchasers. For

clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately

by each Purchaser and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,

disposition or voting of shares of Common Stock or otherwise.

5.09

Indemnification.

(a)

The Company agrees to indemnify and hold harmless each Purchaser and its Affiliates, and their respective directors, officers,

trustees, members, stockholders, partners, managers, employees, investment advisers and agents (collectively, the “Indemnified

Persons”), from and against any and all losses, claims, damages, liabilities and expenses (including without limitation

reasonable and documented attorneys’ fees and disbursements and other documented out-of-pocket expenses reasonably incurred in

connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement

thereof) to which such Indemnified Person may become subject as a result of any breach of representation, warranty, covenant or agreement

made by or to be performed on the part of the Company under this Agreement or the Registration Rights Agreement, and will reimburse any

such Indemnified Person for all such amounts as they are incurred by such Indemnified Person.

(b)

Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with

respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably

satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ

separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of

such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have

failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment

of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying

party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to

employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense

of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give written notice as provided

herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall

materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying

party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate

firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified

party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement

unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving

of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the indemnified

party in respect of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability, wrongdoing,

or malfeasance by or on behalf of, the indemnified party. No indemnified party will, except with the consent of the indemnifying party,

which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement.

Section

Conditions of Closing.

6.01

Conditions of the Purchasers’ Obligations at the Closing. The obligations of each Purchaser under Section 2

hereof are subject to the fulfillment, at or prior to the Closing, of all of the following conditions, unless otherwise waived by such

Purchaser solely as to itself.

(a)

Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be

true and correct in all material respects on the Effective Date, and shall be true and correct in all material respects on and as of

the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (except

(i) to the extent expressly made as of an earlier date in which case as of such earlier date and (ii) the Fundamental Representations

and representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties

shall be true in all respects).

(b)

Performance. The Company shall have performed and complied in all material respects with all covenants, agreements, obligations

and conditions contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date.

(c)

Compliance Certificate. The Chief Executive Officer of the Company shall have delivered to the Purchasers at the Closing

Date a certificate, in form and substance reasonably acceptable to the Purchasers, certifying that the conditions specified in Sections 6.01(a),

6.01(b), 6.01(f), 6.01(j), 6.01(k) and 6.01(l) of this Agreement have been fulfilled.

(d)

Qualification under Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable

securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement.

(e)

Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate,

in form and substance reasonably acceptable to the Purchasers (such consent not to be unreasonably withheld, conditioned or delayed),

certifying (i) the certificate of incorporation and bylaws of the Company, (ii) authorization of the Board of Directors of the Company

approving this Agreement and the transactions contemplated under this Agreement (including the Merger Agreement) and (iii) as to a certificate

evidencing the good standing of the Company in Delaware issued by the Secretary of State of Delaware, as of a date within five Business

Days of the Closing Date.

(f)

Merger. All conditions to the closing of the Merger shall have been satisfied or waived (other than the Closing hereunder

and other than those conditions which, by their nature, are to be satisfied at the closing of the transactions contemplated by the Merger

Agreement, but subject to the satisfaction of such conditions as of the closing of the transactions contemplated by the Merger Agreement),

and the closing of the Merger shall be set to occur substantially concurrently with the Closing hereunder. The Merger Agreement or any

provision thereof shall not have been amended, modified, or waived in contravention of Section 5.07 hereof.

(g)

No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,

promulgated or endorsed by any Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions

contemplated by this Agreement.

(h)

Registration Rights Agreement. The Company shall have delivered the fully executed Registration Rights Agreement.

(i)

Opinion of Company Counsel. The Purchasers and the Placement Agents shall have received from Latham & Watkins LLP,

counsel for the Company, an opinion, dated as of the Closing, in the form and substance typical for transactions of this nature.

(j)

Registration Statement; Proxy Statement/Prospectus. The Registration Statement shall have become effective under the 1933

Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose,

and no similar proceeding with respect to the Registration Statement shall have been, to the Company’s knowledge, initiated or

threatened in writing by the Commission or its staff.

(k)

Nasdaq. The shares of Passage’s common stock, par value $0.0001 per share (the “Passage Common Stock”)

to be issued in the Merger (including, for the avoidance of doubt, shares of Passage Common Stock issued in exchange for the Securities

issued hereunder) shall have been approved for listing (subject to official notice of issuance) on Nasdaq.

(l)

Financing Amount. The Company shall receive at Closing aggregate proceeds from the purchase of Securities pursuant to this

Agreement of not less than the Total Subscription Amount.

(m)

No Material Adverse Effect. Since the Effective Date, no Material Adverse Effect shall have occurred.

6.02

Conditions of the Company’s Obligations. The obligations of the Company under Section 2 hereof

are subject to the fulfillment, at or prior to the Closing, of all of the following conditions, any of which may be waived in whole or

in part by the Company in its absolute discretion.

(a)

Representations and Warranties. The representations and warranties of the Purchasers contained in this Agreement shall

be true and correct as of the Effective Date and true and correct in all material respects on and as of the Closing Date with the same

effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent expressly made

as of an earlier date in which case shall be as of such earlier date).

(b)

Performance. Each Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions

contained in this Agreement that are required to be performed or complied with by it on or prior to the Closing Date.

(c)

Qualification under Securities Laws. All registrations, qualifications, permits and approvals, if any, required under applicable

securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement.

(d)

Merger. All conditions to the closing of the Merger shall have been satisfied or waived (other than the Closing hereunder

and other than those conditions which, by their nature, are to be satisfied at the closing of the transactions contemplated by the Merger

Agreement), and the closing of the Merger shall be set to occur substantially concurrently with the Closing hereunder.

(e)

Payment. The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of

the Subscription Amount of each Purchaser at the Closing as set forth on the Schedule of Purchasers.

(f)

Injunction. The purchase of and payment for the Securities by each Purchaser shall not be prohibited or enjoined by any

law or governmental or court order or regulation.

Section

Transfer Restrictions; Restrictive Legend.

7.01

Transfer Restrictions.

(a)

Each Purchaser understands that the Company may, as a condition to the transfer of any of the Securities, require that the request

for transfer be accompanied by a certificate and/or an opinion of counsel reasonably satisfactory to the Company, to the effect that

the proposed transfer does not result in a violation of the 1933 Act, unless such transfer is covered by an effective registration statement

or is exempt from the registration requirements of the 1933 Act, including under Rule 144. It is understood that the certificates evidencing

the Securities may bear substantially the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED

IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS

OR A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS.”

(b)

Upon request by a Purchaser, the Company shall use commercially reasonable efforts to cause the transfer agent to remove any restrictive

legend as promptly as reasonably practicable in connection with any sale of any Securities bearing such restrictive legend pursuant to

Rule 144 or any other applicable exemption from the registration requirements of the Securities Act; provided the Company has received

customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be

responsible for the fees of its transfer agent and counsel to the Company associated with such issuances.

Section

Definitions. Unless the context otherwise requires, the terms defined in this Section 8 shall have the

meanings specified for all purposes of this Agreement.

“1933 Act” means the

Securities Act of 1933, as amended.

“1934 Act” means the

Securities Exchange Act of 1934, as amended.

“Affiliate” shall have

the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the 1934 Act.

“Business Day” means

any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law

to remain closed.

“Company Presentation”

means that certain Investor Presentation, dated June 2026, as provided to the Purchasers prior to the Effective Date and filed by Passage

on a Current Report on Form 8-K after the Effective Date.

“Good Clinical Practices”

means the FDA’s standards for the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical

trials contained in 21 C.F.R. Parts 50, 54, 56 and 312.

“Good Laboratory Practices”

means the FDA’s standards for conducting non-clinical laboratory studies contained in 21 C.F.R. Part 58.

“Engagement Letter”

means the Engagement Letter by and between the Company and the Placement Agents, dated June 17, 2026.

“Fundamental Representations”

means the representations and warranties made by the Company in Sections 4.02 (Organization and Good Standing of the Company), 4.04

(Validity; Valid Issuance of Securities), 4.05 (Governmental Consents and Filings), 4.06 (Absence of Violations, Defaults and Conflicts),

4.07 (Absence of Proceedings), 4.11 (Investment Company Act), 4.14 (Compliance with Laws), 4.18 (No Disqualification Events), 4.19 (No

General Solicitation), 4.20 (No Integrated Offering) and 4.21 (Brokers).

“National Exchange”

means the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or the New York Stock Exchange.

“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.

“Purchase Price” means

an amount equal to (i) the Remix Equity Value (as defined in the Merger Agreement), divided by (ii) the number of Remix Outstanding Shares

(as defined in the Merger Agreement but which, for the avoidance of doubt, excludes (x) the Securities being issued hereunder and (y)

the shares of Remix Common Stock issued pursuant to the conversion of the Remix Convertible Notes (2026) (as defined in the Merger Agreement))

as of immediately prior to the closing of the offering of the Securities hereunder.

“Purchaser Majority”

means, prior to the Closing, the Purchasers committed to purchase a majority of the Securities and, following the Closing, the Purchasers

who hold a majority of the Securities (including any Passage Common Stock issued in exchange therefor) still held by the Purchasers, which

majority must include Purchasers who purchased at least $15,000,000 in Securities at the Closing.

“Registration Rights Agreement”

means the Registration Rights Agreement, in the form attached hereto as Exhibit A, to be entered into at the Closing among

the Company and each Purchaser.

“Rule 144” means Rule

144 promulgated by the Commission pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation

hereafter adopted by the Commission having substantially the same effect as Rule 144.

Section

Miscellaneous.

9.01

Waivers and Amendments. Neither this Agreement, nor any provision hereof, may be changed, waived, amended or modified

orally or by course of dealing, but only by an instrument in writing executed by the Company and the Purchaser Majority, provided

that, (a) if any, change, waiver, amendment, modification disproportionately and adversely impacts a Purchaser (or group of Purchasers),

the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall be required and (b) the consent of each Purchaser

shall be required for any change in the Purchase Price or applicable Purchaser’s Subscription Amount, any change in the type of

security to be issued to Purchasers at Closing, or the amendment or waiver of Section 9.12 or 9.13 or of any of the

closing conditions set forth in Sections 6.01(a), 6.01(f), 6.01(j), 6.01(k), or 6.01(l).

9.02

Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and

shall be deemed delivered (a) when delivered, if delivered personally, (b) four Business Days after being sent by registered or certified

mail, return receipt requested, postage prepaid, (c) one Business Day after being sent via a reputable nationwide overnight courier service

guaranteeing next Business Day delivery, or (d) when receipt is acknowledged, in the case of email, in each case to the intended recipient

as set forth below, with respect to the Company, and to the addresses set forth on the Schedule of Purchasers with respect to the

Purchasers.

if to the Company:

Remix Therapeutics, Inc.

100 Forge Road, Suite 400

Watertown, MA 02472

Attention: Peter Smith

Email: [ *** ]

with a copy to (which shall not constitute notice):

Latham & Watkins LLP

200 Clarendon Street

Boston, MA 02215

Attention: Peter Handrinos; Leah Sauter; Elisabeth Martin

Email: [ *** ]

or at such other address as the Company or each Purchaser may specify

by written notice to the other parties hereto in accordance with this Section 9.02.

9.03

Cumulative Remedies. None of the rights, powers or remedies conferred upon each Purchaser, on the one hand, or the

Company, on the other hand, shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to

every other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or

otherwise.

9.04

Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit

of and be enforceable by the respective parties hereto, the successors and permitted assigns of each Purchaser and the successors of

the Company, whether so expressed or not. None of the Purchasers may assign its rights or obligations hereof without the prior written

consent of the Company, except that a Purchaser may, without the prior consent of the Company, assign its rights to purchase the Securities

hereunder to any of its affiliates or to any other investment funds or accounts managed or advised by the investment manager who acts

on behalf of Purchaser (provided each such assignee agrees to be bound by the terms of this Agreement and makes the same representations

and warranties set forth in Section 3 hereof). The Company may not assign its rights or obligations hereof without the consent

of the Purchaser Majority. This Agreement shall not inure to the benefit of or be enforceable by any other person.

9.05

Exculpation and Acknowledgement of Placement Agents. Each party hereto agrees for the express benefit of each of

the Placement Agents, its affiliates and its representatives that:

(a)

Each of the Placement Agents is acting solely as financial advisor to the Company in connection with the sale of the Securities

and is not acting in any other capacity and is not and shall not be construed as a fiduciary for the Purchaser, or any other person or

entity in connection with the sale of Securities.

(b)

No Placement Agent or any of its affiliates or any of its representatives (i) shall be liable for any improper payment made in

accordance with the information provided by the Company, (ii) has made or will make any representation or warranty, express or implied,

of any kind or character, and has not provided any advice or recommendation to the Purchasers in connection with the purchase or sale

of the Securities, (iii) has any responsibilities as to the validity, accuracy, completeness, value or genuineness, as of any date,

of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement, the Registration

Rights Agreement or the Merger Agreement, or in connection with any of the transactions contemplated by such agreements, including any

valuation, offering or marketing materials, or any omissions from such materials; or (iv) shall be liable or have any obligation (including

without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs,

expenses or disbursements incurred by the Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise

to the Purchaser or to any person claiming through the Purchaser, (x) for any action taken, suffered or omitted by any of them in good

faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, the

Registration Rights Agreement or the Merger Agreement or (y) for anything which any of them may do or refrain from doing in connection

with this Agreement, the Registration Rights Agreement or the Merger Agreement, except for such party’s own gross negligence, willful

misconduct or bad faith.

(c)

The Placement Agents, their respective affiliates and their respective representatives shall be entitled to rely on, and shall

be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security delivered to any

of them by or on behalf of the Company.

(d)             Each

Purchaser acknowledges that each of the Placement Agents is acting as a placement agent on a “best efforts” basis for the

Securities being offered hereby and will be compensated by the Company for acting in such capacity. Each Purchaser represents that such

Purchaser was contacted regarding the sale of the Securities by a Placement Agent or the Company (or an authorized agent or representative

thereof) with whom the Purchaser entered into a verbal or written confidentiality agreement.

(e)             Each

Purchaser represents that it is making this investment based on the results of its own due diligence investigation of the Company, and

has not relied on any information or advice furnished by or on behalf of either of the Placement Agents in connection with the transactions

contemplated hereby. Each Purchaser acknowledges that neither of the Placement Agents has made, and will not make, any representations

and warranties with respect to the Company or the transactions contemplated hereby, and the Purchaser will not rely on any statements

made by either of the Placement Agents, orally or in writing, to the contrary.

9.06

Headings. The headings of the Sections and paragraphs of this Agreement have been inserted for convenience

of reference only and do not constitute a part of this Agreement.

9.07

Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of

the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. IN ANY ACTION

OR PROCEEDING BETWEEN ANY OF THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, EACH OF

THE PARTIES: (A) IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURT OF CHANCERY

OF THE STATE OF DELAWARE OR, TO THE EXTENT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF DELAWARE

OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, (B) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING

SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ACCORDANCE WITH CLAUSE (A) OF THIS SECTION 9.07, (C) WAIVES ANY OBJECTION TO LAYING

VENUE IN ANY SUCH ACTION OR PROCEEDING IN SUCH COURTS, (D) WAIVES ANY OBJECTION THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR DO NOT

HAVE JURISDICTION OVER ANY PARTY, (E) AGREES THAT SERVICE OF PROCESS UPON SUCH PARTY IN ANY SUCH ACTION OR PROCEEDING SHALL BE EFFECTIVE

IF NOTICE IS GIVEN IN ACCORDANCE WITH SECTION 9.02 OF THIS AGREEMENT AND (F) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY.

9.08

Survival. The representations and warranties of the Company and the Purchasers contained in Sections 3

and 4 and the agreements and covenants set forth in Sections 5 and 9 shall survive the Closing for the applicable

statute of limitations (unless such covenant or agreement terminates earlier in accordance with its terms), which shall not be extended

by Section 8106(c) of Title 10 of the Delaware Code or any similar law. Each Purchaser shall be responsible only for its own representations,

warranties, agreements and covenants hereunder.

9.09

Confidential Information.

(a)

Each Purchaser covenants that until such time as the transactions contemplated by this Agreement and any material non-public information

provided to such Purchaser are publicly disclosed by the Company in accordance with Section 5.02 (or earlier termination of this

Agreement), such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including

the existence and terms of this transaction), other than to such Purchaser’s outside attorney, accountant, auditor or investment

advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax, accounting,

financial, legal, or administrative tasks and services and other than as may be required by law.

(b)

The Company may request from the Purchasers such reasonable and customary additional information as the Company may deem necessary

to evaluate the eligibility of a Purchaser to acquire the Securities, and such Purchaser shall promptly provide such information as may

reasonably be requested to the extent readily available; provided, that the Company agrees to keep any such information provided by such

Purchaser confidential, except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure

is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under the regulations

of Nasdaq. The Purchaser acknowledges that the Company or Passage may file a copy of this Agreement and the Registration Rights Agreement

with the Commission as exhibits to a periodic report, current report or a registration statement of the Company or Passage.

9.10

Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by different parties

hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts (including

counterparts delivered by facsimile or other electronic format) shall be deemed an original, shall be construed together and shall constitute

one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed

by all of the other parties hereto.

9.11

Entire Agreement. This Agreement, together with the Registration Rights Agreement, contains the entire agreement

among the parties hereto with respect to the subject matter hereof and, except as set forth below, this agreement supersedes and replaces

all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof. Notwithstanding the

foregoing or anything to the contrary in this Agreement and subject to Section 5.02, this Agreement shall not supersede any

confidentiality or other non-disclosure agreements that may be in place between the Company and any Purchaser as of the date hereof.

9.12

Severability. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid

or unenforceable, the parties hereby waive such provision to the extent that it is found to be invalid or unenforceable. Such provision

shall, to the maximum extent allowable by law, be modified by such court so that it becomes enforceable, and, as modified, shall be enforced

as any other provision hereof, all the other provisions hereof continuing in full force and effect.

9.13

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant

hereto, shall be deemed to constitute the Purchasers as, and the Company acknowledges that the Purchasers do not so constitute, a partnership,

an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert

or as a group, and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by this

Agreement, and the Company acknowledges that the Purchasers are not acting in concert or as a group with respect to such obligations

or the transactions contemplated by this Agreement. The Company acknowledges and each Purchaser confirms that it has independently participated

in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled

to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall

not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. The Company has elected

to provide all Purchasers with the same terms for the convenience of the Company and not because it was required or requested to do so

by any Purchaser.

9.14

Termination. This Agreement shall terminate and be void and of no further force and effect, and all obligations

of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier

to occur of (a) such date and time that the Merger Agreement is terminated in accordance with its terms, (b) upon the mutual written

agreement of the Company and the Purchaser, (c) if, on the Closing Date, any of the conditions of Closing set forth in Section 6

have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant such waiver and,

as a result thereof, the transactions contemplated by this Agreement are not consummated, or (d) if the Closing has not occurred on or

before the Outside Date (as defined in the Merger Agreement), other than as a result of a Willful Breach of a Purchaser’s obligations

hereunder, provided however, that the Outside Date may not be extended to any date that is more than eighteen months following the date

hereof without each Purchaser’s prior written consent; provided, however, that nothing herein shall relieve any party

to this Agreement of any liability for common law fraud or for any Willful Breach of any representation, warranty, covenant, obligation

or other provision contained in this Agreement. Upon any termination hereof prior to the issuance of the Securities, any amounts paid

by a Purchaser to the Company in connection with the transactions contemplated herein shall promptly (and in any event within one Business

Day) be returned in full to such Purchaser by wire transfer of immediately available funds to the account specified by such Purchaser,

without any deduction for or on account of any tax withholding, charges or set-off. “Willful Breach” means

a deliberate act or deliberate failure to act, taken with the actual knowledge that such act or failure to act would result in or constitute

a material breach of this Agreement.

9.15

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective

successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person; provided,

however, that each of the Placement Agents will be entitled to rely, as an express third-party beneficiary, on the representations

and warranties of the Purchasers and the Company set forth in Section 3 and Section 4 hereof, the covenants set

forth in Section 5 hereof and Sections 9.04, 9.05, 9.08, 9.13 and 9.14 hereof.

[Signature

pages follow]

IN WITNESS WHEREOF, the parties hereto

have executed this Agreement as of the date first written above.

COMPANY:

REMIX THERAPEUTICS, INC.

Delaware corporation

By:

/s/ Peter

Smith

Name:Peter Smith

Title: President and Chief Executive Officer

[Signature Page to the

Subscription Agreement]

IN WITNESS WHEREOF, the parties hereto

have executed this Agreement as of the date first written above.

PURCHASER:

[·]

By:

Name:

Title:

[Signature Page to the Subscription

Agreement]

Exhibit

Form of Registration Rights Agreement

EX-10.5 — EXHIBIT 10.5

EX-10.5

Filename: tm2618476d1_ex10-5.htm · Sequence: 7

Exhibit 10.5

Agreed Form

FORM OF REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”)

is made and entered into as of [·] 2026, among Remix Therapeutics, Inc., a Delaware corporation (“Remix”),

Passage Bio, Inc., a Delaware corporation (“Passage”), and each of the several investors signatory hereto.

WHEREAS, Remix and Passage are party to that certain

Agreement and Plan of Merger by and among Remix, Peregrine Merger Sub, Inc., and Passage, dated as of June 24, 2026 (the “Merger

Agreement”), pursuant to which the Company will become a wholly-owned subsidiary of Passage (the “Merger”);

WHEREAS, following

the Effective Time (as defined in the Merger Agreement), Passage will change its name to Remix Therapeutics,

Inc. (“TopCo”);

WHEREAS, the Company and certain investors (the

“Purchasers”) are parties to a Subscription Agreement, dated as of June 24, 2026 (the “Purchase

Agreement”), pursuant to which such Purchasers, severally and not jointly, are purchasing, prior to the Effective Time,

shares of common stock of Remix (the “Purchased Shares”);

WHEREAS, pursuant to that certain Convertible

Promissory Note Purchase Agreement, dated as of June 24, 2026 (the “Bridge Note Purchase Agreement”),

Remix has issued $[·] aggregate principal amount of convertible promissory notes (the “Bridge

Notes”) to certain lenders (the “Bridge Note Lenders”);

WHEREAS, pursuant to that certain Convertible Promissory

Note Purchase Agreement, dated as of November 14, 2025, as amended by the Omnibus Amendment No. 1 to Convertible Promissory Note and Warrant

Purchase Agreement and Notes, dated as of June 24, 2026 (as amended, the “2025 Note Purchase Agreement”), Remix

has issued $29,988,211.99 aggregate principal amount of convertible promissory notes (the “2025 Notes”) to certain

lenders (the “2025 Notes Lenders” and together with the Bridge Note Lenders, the “Lenders”);

WHEREAS, the Bridge Note Purchase Agreement and

the 2025 Note Purchase Agreement provide that if, prior to the maturity date of the Bridge Notes and the 2025 Notes, as applicable, a

PIPE Offering (as defined in each of the Bridge Note Purchase Agreement and the 2025 Note Purchase Agreement) is consummated, then the

outstanding amount under each Bridge Note and each 2025 Note will be converted automatically and concurrently into a number of shares

of common stock of Remix (the “Conversion Shares”);

WHEREAS, at the Effective Time by virtue of the

Merger, the shares of common stock of Remix shall be automatically converted into the right to receive a number of shares of common stock,

par value $0.0001 per share, of TopCo (the “Common Stock”), in accordance with Section 2.4(d) of the Merger

Agreement; and

WHEREAS, in connection with the consummation of

the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire to enter

into this Agreement in order to grant certain rights to the Purchasers and the Lenders as set forth below.

NOW, THEREFORE, in consideration of the covenants

and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties hereby agree as follows:

Definitions.

In addition to the terms defined herein, capitalized

terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given to such terms in

the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Company” means

Remix Therapeutics, Inc. for all periods prior to the Effective Time and TopCo for all periods after the Effective Time.

“Effectiveness Date”

means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar day following the Effective

Time (or, in the event of a “full review” by the Commission, the 120th calendar day following the Effective Time) and with

respect to any additional Registration Statements that may be required pursuant to Sections 2(b) and 2(c) or Section 3(c), the 60th calendar

day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full

review” by the Commission, the 90th calendar day following the date thereof); provided, however, that in the event

the Company is notified by the Commission (orally or in writing) that one or more of the above Registration Statements will not be reviewed

or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the second (2nd)

Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided,

further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding

Trading Day.

“Effectiveness Period”

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

“Filing Date”

means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the Effective Time, and,

with respect to any additional Registration Statements that may be required pursuant to Sections 2(b) and 2(c) or Section 3(c), the 20th

calendar day following the later of (i) the date on which the Company is permitted by SEC Guidance to file such additional Registration

Statement related to the Registrable Securities and (ii) the date on which the Company becomes aware of the necessity of filing such additional

Registration Statement related to the Registrable Securities.

“Holder” or

“Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party”

shall have the meaning set forth in Section 5(c).

“Indemnifying Party”

shall have the meaning set forth in Section 5(c).

“Initial Registration Statement”

means the initial Registration Statement filed pursuant to this Agreement.

“Losses” shall

have the meaning set forth in Section 5(a).

“Plan of Distribution”

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

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously

omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B promulgated by

the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of

the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements

to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference

in such Prospectus.

“Registrable Securities”

means, as of any date of determination, (a) all shares of TopCo common stock issued to the Purchaser and/or their respective affiliates

at the closing of the Merger in respect of the Purchased Shares, (b) all shares of TopCo common stock issued to the Lenders and/or their

respective affiliates at the closing of the Merger in respect of the Conversion Shares, (c) all shares of TopCo issued at the closing

of the Merger to the Purchasers and the Lenders and/or their respective affiliates in respect of all other shares of capital stock of

Remix held by the Purchasers and the Lenders and/or their respective affiliates as of immediately prior to the Effective Time, and (d)

any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect

to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and

the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect

thereto) upon the earliest to occur of (i) a Registration Statement with respect to the sale of such Registrable Securities is declared

effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance

with such effective Registration Statement, (ii) such Registrable Securities have been previously sold in accordance with Rule 144,

(iii) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s

shares without limitation during a three-month period without registration, (iv) with respect to Registrable Securities held by a Holder

that is not an affiliate of the Company, upon exchange of such Registrable Securities for unrestricted shares under an effective registration

statement on Form S-4, if available and assuming any applicable legends (if any) are removed from such Registrable Securities, and (v)

three years after the date of this Agreement.

“Registration Statement”

means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated

by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement

or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed

to be incorporated by reference in any such registration statement.

“Rule 415”

means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Guidance”

means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission

staff (whether or not publicly-available); provided, that any such oral guidance, comments, requirements or requests are reduced to writing

by the Commission and (ii) the Securities Act.

“Selling Stockholder Questionnaire”

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

“Trading Day”

means any day on which the TopCo’s common stock is traded on a National Exchange.

Shelf Registration.

(a)

On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale

of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on

a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall contain (unless otherwise directed by Holders

holding at least 85% of Registrable Securities) disclosure substantially in the form of the “Plan of Distribution”

attached hereto as Annex A and substantially in the form of the “Selling Stockholder” section attached

hereto as Annex B. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause a Registration

Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities

Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use

its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act, and to be supplemented

and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration

Statement is available, for the resale of all Registrable Securities held by the Holders until the earlier of (a) the date that all Registrable

Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without

volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current

public information requirement under Rule 144 and (b) three years after the date of this Agreement (the “Effectiveness Period”).

The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day.

The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement no more than one (1) Trading Day following

confirmation of effectiveness with the Commission. The Company shall, in accordance with SEC Guidance, file a final Prospectus with the

Commission as required by Rule 424.

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform each of the Holders thereof and use commercially reasonable efforts to file amendments

to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to

be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary

offering; with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment,

the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the

Registrable Securities in accordance with the SEC Guidance.

(c)

If at any time the Commission takes the position that the offering of some or all of the Registrable Securities in a Registration

Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided,

however, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of

all of the Registrable Securities) or requires any Holder to be named as an “underwriter,” the Company shall (i) promptly

notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the Commission that the

offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer”

as defined in Rule 415 and that none of the Holders is an “underwriter.” Each Holder shall have the right to have its legal

counsel, at such Holder’s expense, to review and oversee any registration or matters pursuant to this Section 2(c), including to

comment on any written submission made to the Commission with respect thereto. In the event that, despite the Company’s commercially

reasonable efforts and compliance with the terms of this Section 2(c), the Commission refuses to alter its position, the Company shall

(i) remove from such Registration Statement such portion of the Registrable Securities and/or (ii) agree to such restrictions and limitations

on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with

the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company

shall not name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder

(provided that, in the event an Holder withholds such consent, the Company shall have no obligation hereunder to include any Registrable

Securities of such Holder in any Registration Statement covering the resale thereof until such time as the Commission no longer requires

such Holder to be named as an “underwriter” in such Registration Statement or such Holder otherwise consents in writing to

being so named). Any cutback imposed on the Holders pursuant to this Section 2(c) shall be allocated among the Holders by reducing Registrable

Securities represented by shares of Common Stock (applied, in the case that some of such shares of Common Stock may be registered, to

the Holders on a pro rata basis based on the total number of such unregistered shares of Common Stock held by such Holders, but excluding

from such pro rata calculation any unregistered shares of Common Stock held by a Holder that the Commission has deemed to be an “underwriter”

or otherwise requires such Holder to sell its shares of Common Stock in a primary offering). In the event of a cutback hereunder, the

Company shall give the Holder at least two (2) Trading Days prior written notice along with the calculations as to such Holder’s

allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its

commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the

Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register

for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d)

If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register

the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form

S-3 promptly as practicable after such form is available, provided that the Company shall maintain the effectiveness of the Registration

Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared

effective by the Commission.

Registration Procedures.

In connection with the Company’s registration

obligations hereunder, the Company shall:

(a)

As far in advance as reasonably practicable, but in any event not less than five (5) Trading Days prior to the filing of each Registration

Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto,

the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents will be subject to the

review of such Holders, and (ii) use commercially reasonable efforts to cause its officers and directors, counsel and independent registered

public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder,

to conduct a reasonable investigation within the meaning of the Securities Act, provided that the Company shall redact any sections of

such documents that may contain material non-public information unless the Holder consents in writing to receive such information and

agrees to hold it in confidence. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements

thereto (A) containing information regarding any Holder to which such Holder reasonably objects in good faith, provided that the Company

is notified of such objection in writing no later than three (3) Trading Days after the Holders have been so furnished copies of a Registration

Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements

thereto, or (B) to which the Required Holders shall reasonably (x) object or (y) believe contains an untrue statement of a material fact

or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading, unless such information is required (in the good faith opinion of the Company) to comply with

any applicable law or regulation or SEC Guidance. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached

to this Agreement as Annex C or such other form as reasonably acceptable to the Company (a “Selling Stockholder Questionnaire”)

on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the third (3rd) Trading Day following the

date on which such Holder receives draft materials in accordance with this Section. The Company shall not be required to include any Registrable

Securities in the Registration Statement for any Holder that has not provided such Selling Stockholder Questionnaire.

(b)

Each Holder shall cooperate with the Company as reasonably requested in connection with the preparation of each Registration Statement,

including responding promptly to any comments from the Commission relating to information provided by or concerning such Holder.

(c)

(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and

the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable

Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in

order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended

or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to

be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect

to a Registration Statement or any amendment thereto and, upon request of Holders, provide as promptly as reasonably possible to the Holders

true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company

shall excise any information contained therein that would constitute material non-public information regarding the Company or any of its

subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act

with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance

(subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration

Statement as so amended or in such Prospectus as so supplemented.

(d)

If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common

Stock then registered in a Registration Statement, then the Company shall, subject to Sections 2(b) and 2(c), if applicable, file as soon

as reasonably practicable, an additional Registration Statement covering the resale by the Holders of not less than the number of such

Registrable Securities.

(e)

Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (v) hereof, be accompanied

by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible

(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm

such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceeding for

that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any action,

suit, proceeding, inquiry or investigation before or brought by any Governmental Entity (a “Proceeding”) for

such purpose, and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading; provided, however, that in no event shall

any such notice contain any information that would constitute material, non-public information regarding the Company or any of its subsidiaries.

(f)

Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping

or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification)

of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(g)

If requested by a Holder, furnish to each Holder, without charge, an electronic copy of the conformed copy of each such Registration

Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated

therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those

previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any

such item that is available on the EDGAR system (or successor thereto) need not be furnished.

(h)

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement

thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus

and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(i)

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate

with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of

such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United

States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during

the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions

of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally

to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(j)

In connection with any sale pursuant to an effective Registration Statement, if requested by a Holder, promptly (and in any event

within five (5) Trading Days of such request) deliver to Holder certificates or book entry statements, as applicable, representing Registrable

Securities to be delivered to a transferee pursuant to such effective Registration Statement, which certificates shall be free of all

restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in the name of the transferee

as such Holder may reasonably request.

(k)

Upon the occurrence of any event contemplated by Section 3(d)(iii) through (v), as promptly as reasonably possible under the circumstances

taking into account the Company’s good faith determination of any adverse consequences to the Company and its stockholders of the

premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement

or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any

other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses

(iii) through (v) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been

made, then the Holders shall suspend use of such Prospectus; provided that the Company shall only be entitled to exercise its right under

this Section 3(k) to suspend the availability of a Registration Statement and Prospectus up to two (2) occasions in any 12-month period

for a period not to exceed forty five (45) consecutive days or a total of ninety (90) calendar days, in each case in any such 12-month

period. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is reasonably

practicable.

(l)

Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities

Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement

or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at

any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions

as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(m)

The Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto)

for the registration of the resale of the Registrable Securities once eligible to use such form.

(n)

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common

Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive

control over the shares.

(o)

The Company shall use its reasonable best efforts to cause all Registrable Securities to be listed on each securities exchange

or market, if any, on which the shares of Passage common stock are listed.

(p)

The Company shall, at its sole expense, upon appropriate notice from a Holder stating that Registrable Securities have been sold

or transferred pursuant to an effective Registration Statement, promptly (and in any event within five (5) Trading Days of such notice)

prepare and deliver certificates or evidence of book-entry positions representing the Registrable Securities to be delivered to a transferee

pursuant to such Registration Statement, which certificates or book-entry positions shall be free of any restrictive legends and in such

denominations and registered in such names as the undersigned may request.

(q)

The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of

certificates or uncertificated shares representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule

144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders

of the Registrable Securities may reasonably request to the extent permitted by such Registration Statement or Rule 144 to effect sales

of Registrable Securities, provided that the Company has timely received from the holder customary representations and other documentation,

including broker representation letters reasonably acceptable to the Company and the transfer agent; for the avoidance of doubt, the Company

may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s

Direct Registration System.

Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company

shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses

referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,

fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with

the Commission, (B) with respect to filings required to be made with any National Exchange on which the Common Stock is then listed for

trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,

without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the

Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),

(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability

insurance, if the Company so desires such insurance, (vi) fees and expenses of all other Persons retained by the Company in connection

with the consummation of the transactions contemplated by this Agreement, including the Company’s transfer agent, and (vii) solely

in connection with the review and filing of the initial Registration Statement, the reasonable fees and expenses, not to exceed $50,000,

of one counsel for the selling Holders selected by the Holders of a majority of the Registrable Securities to be registered. In addition,

the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated

by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting

duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities

on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar

fees or commissions of any Holder or, except to the extent provided for in the Purchase Agreement or this Agreement, any legal fees or

other costs of the Holders.

Indemnification.

(a)

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold

harmless each Holder and its affiliates, the officers, directors, members, partners, agents, brokers (including brokers who offer and

sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment

advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack

of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other

Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title)

of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,

liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees) and expenses (collectively, “Losses”),

as incurred, arising out of or based solely upon (1) any untrue or alleged untrue statement of a material fact contained in a Registration

Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising

out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements

therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading

or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule

or regulation thereunder, in connection with the performance of its obligations under this Agreement (the matters in the foregoing clauses

(1) and (2) being, collectively, “Violations”), except to the extent, but only to the extent, that (i) such

untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder or

indemnified person expressly for use therein and that has not been corrected in a subsequent writing prior to or concurrently with the

sale of Registrable Securities to the Person asserting the claim, (ii) in the case of an occurrence of an event of the type specified

in Section 3(d)(iii)-(v), such Losses result from the use by such Holder or indemnified person of an outdated, defective or otherwise

unavailable prospectus if the untrue statement or omission of material fact contained in such prospectus was corrected in a revised prospectus,

as then amended or supplemented, and the Holder or indemnified person was promptly advised in writing not to use the outdated, defective

or incorrect prospectus prior to the use giving rise to a Violation; (iii) shall not be available to the extent such claim is based

on a failure of the relevant Holder or indemnified person to deliver, or cause to be delivered, if required, the prospectus to the Persons

asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale

of Registrable Securities; and (iv) shall not apply to amounts paid in settlement of any claim if such settlement is effected without

the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall

notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions

contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation

made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in

accordance with Section 6(f).

(b)

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,

officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section

20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted

by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon any untrue or alleged untrue

statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in

any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated

therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in the light of the circumstances

under which they were made) not misleading to the extent, but only to the extent, that (i) such untrue statement or omission is contained

in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such

Prospectus, including information provided in the Selling Stockholder Questionnaire and that has not been corrected in a subsequent writing

prior to or concurrently with the sale of Registrable Securities to the Person asserting the claim, or (ii) such Losses arise from such

Holder’s violation of its obligations under this Agreement. In no event shall the liability of a selling Holder be greater in amount

than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section

5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received

by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification

obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity

hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity

is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the

defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable

fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice

shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent

that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)

that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right

to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel

shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees

and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably

satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded

parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe

that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party

(in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the

expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees

and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). Notwithstanding anything in this

Section 5, the Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent,

which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified

Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement,

all reasonable and documented fees and expenses of the Indemnified Party (including reasonable and documented fees and expenses to the

extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)

shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided

that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such

actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject

to appeal or further review) not to be entitled to indemnification hereunder.

(d)

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to

hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such

Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party

in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.

The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any

action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material

fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission; provided,

however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled

to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by a party as a result

of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other

fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such

fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

The parties hereto agree that it would

not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method

of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. In no event

shall the contribution obligation of a Holder of Registrable Securities, when combined with any amounts owed under Section 5(b) be greater

in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this

Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement

or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The indemnity and contribution agreements

contained in this Section 5(d) are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

Miscellaneous.

(a)

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,

each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,

including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each

Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any

of the provisions of this Agreement and that the obligations of the parties hereunder shall be specifically enforceable.

(b)

No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its securityholders

(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statement filed pursuant

to this Agreement other than the Registrable Securities The Company shall not file any other registration statements until all Registrable

Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section

6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement so long

as no new securities are registered on any such existing registration statements, nor preparing and filing with the Commission a registration

statement on Form S-8 relating to its equity incentive plans, nor filing a shelf registration statement on Form S-3 for securities held

by stockholders who are parties to separate registration rights agreements entered into prior to the date hereof or in connection with

the Merger, nor filing any registration statement required by the terms of the Merger Agreement in connection with the issuance of securities

as merger consideration, nor filing any registration statement as may be required to comply with applicable law or the rules of any national

securities exchange.

(c)

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice

from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (v), such Holder will forthwith discontinue

disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)

by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will

use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(d)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,

modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be

in writing and signed by the Company and the Required Holders, provided that, (i) if any amendment, modification or waiver disproportionately

and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group of Holders) shall

be required, (ii) any amendment, modification or waiver of the definition of Registrable Securities, Filing Date, Effectiveness Date,

Effectiveness Period, Section 5 or this Section 6(d) shall require the consent of each Holder affected by such amendment, modification

or waiver, (iii) the consent of all Holders is required for any amendment or modification that creates or imposes new or additional obligations

on the Holders, including, without limitation, any lockup agreement, and (iv) any amendment, modification or waiver that would increase

the Company’s obligations or liabilities hereunder or shorten any time period for Company performance shall require the prior written

consent of the Company. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment

done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced

pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from

such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a

matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of

other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;

provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend or consent

to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to

this Agreement. As used herein, “Required Holders” means Holders of 50.1% or more of the then outstanding Registrable

Securities (for purposes of clarification, this includes any securities issuable upon conversion or exercise of any Registrable Security).

(e)

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall

be delivered as set forth in the Purchase Agreement.

(f)

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns

of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger or other transaction

in which the Registrable Securities are converted into the equity securities of another Person, in which case such Person shall, by virtue

of such transaction, be deemed to have assumed the obligations of the Company hereunder) its rights or obligations hereunder without the

prior written consent of the Required Holders. Each Holder may assign their respective rights hereunder in the manner and to the Persons

as permitted under Section 9.04 of the Purchase Agreement, provided each such assignee agrees to be bound by the terms of this Agreement.

(g)

No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall

the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,

that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions

hereof. Neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rights with

respect to any of its securities to any Person that have not been satisfied in full; provided that the Company shall not be deemed to

be in breach of this Section 6(g) solely by reason of any registration rights agreement entered into in connection with the Merger Agreement

or any equity incentive plan of the Company.

(h)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together

shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered

by facsimile transmission or by e-mail delivery of a “.pdf” format data file or any electronic signature complying with the

U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com), such signature shall create a valid and binding obligation of the party executing

(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page

was an original thereof.

(i)

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall

be determined in accordance with the provisions of the Purchase Agreement and Section 9.07 is hereby incorporated herein mutatis mutandis.

(j)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction

to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by

such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

(l)

Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not

be deemed to limit or affect any of the provisions hereof.

(m)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not

joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations

of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action

taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture

or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity

with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges

that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations

or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out

of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the

action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested

to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and

a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

(n)

Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company covenants, agrees

and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall

be had against any current or future director, officer, employee, stockholder, general or limited partner or member of any Holder or of

any affiliates or assignees thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue

of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall

attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, stockholder, general or limited

partner or member of any Holder or of any affiliates or assignees thereof, as such for any obligation of any Holder under this Agreement

or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such

obligations or their creation.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have caused

their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

REMIX THERAPEUTICS,

INC.

By:

Name:

Title:

IN WITNESS WHEREOF, the parties have caused

their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

PASSAGE BIO, INC.

By:

Name:

Title:

IN WITNESS WHEREOF, the parties have caused

their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

INVESTOR:

[·]

By:

Name:

Title:

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling

Stockholders”) of the securities and any of their pledgees, assignees, donees (including charitable organizations), transferees

or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their securities covered

hereby either directly by such person, through underwriters, dealers or agents, on any principal Trading Market or any other stock exchange,

market or trading facility on which the securities are traded, in the over-the-counter market or in private transactions. These sales

may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

· block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the

block as principal to facilitate the transaction, or in crosses, in which the same broker acts as agent on both sides of the trade;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· the pledge of securities for any loan or obligation

· privately negotiated transactions;

· through the writing or settlement of short sales entered into after the effective date of the registration statement of which the

prospectus will form a part;

· through distribution by a Selling Stockholder or its successor in interest to its members, general or limited partners or stockholders

(or their respective members, general or limited partners, beneficiaries or stockholders)

· in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a

stipulated price per security;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· a combination of any such methods of sale; or

· any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities

under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”),

if available, or otherwise as permitted pursuant to applicable law, rather than under this prospectus.

The Selling Stockholders may distribute the securities

covered by this prospectus from time to time in one or more transactions: (i) at a fixed price or prices, which may be changed from time

to time; (ii) at market prices prevailing at the time of sale; (iii) at prices related to the prevailing market prices; or (iv) at negotiated

prices.

Broker-dealers engaged by the Selling Stockholders

may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders

(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except

as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission

in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

Annex A-1

In connection with the sale of the securities or

interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which

may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also

sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers

that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers

or other financial institutions or create one or more derivative securities that require the delivery to such broker-dealer or other financial

institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant

to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders also may from time to

time pledge or grant a security interest in some or all of the securities owned by them that are subject to this prospectus, and the pledgees

or secured parties will, upon foreclosure in the event of default, be deemed to be Selling Stockholders. If and to the extent such foreclosure

occurs, the number of securities under this prospectus on behalf of such Selling Stockholder will decrease by the number of securities

subject to any such foreclosure. The Selling Stockholders also may transfer the securities in other circumstances, in which case the transferees,

pledgees, donees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

A Selling Stockholder that is an entity may elect

to make an in-kind distribution of securities to its members, general or limited partners, beneficiaries or stockholders pursuant to the

registration statement of which this prospectus is a part by delivering a prospectus.

The Selling Stockholders and any broker-dealers

or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities

Act in connection with such sales. In such event, any discounts, commissions or concessions received by such broker-dealers or agents

and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities

Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly,

with any person to distribute the securities.

We are required to pay certain fees and expenses

incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses,

claims, damages and liabilities, including liabilities under the Securities Act.

Annex A-2

We agreed to keep this prospectus effective until

the earlier of (a) the date that the securities (i) have been sold, pursuant to this prospectus or pursuant to Rule 144, or (ii) the

date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale

limitations by reason of Rule 144, and without the requirement for us to be in compliance with the current public information under Rule

144 under the Securities Act or any other rule of similar effect and (b) [·].1

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities

laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified

for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the

Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities

with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.

In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,

including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other

person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy

of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

To the extent required, this prospectus may be

amended or supplemented from time to time to describe a specific plan of distribution. There can be no assurances that the Selling Stockholders

will sell any or all of the securities offered under this prospectus.

1 Insert the third anniversary of the

registration rights agreement.

Annex A-3

Annex B

SELLING STOCKHOLDERS

For additional information regarding the issuances

of those shares of common stock being registered for resale in this registration statement, see “Private Placement of Shares of

Common Stock” and “Business Combination of [●] and [●]” above. We are registering the shares of common stock

in order to permit the selling stockholders to offer the shares for resale from time to time.

The table below lists the selling stockholders

and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second

column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares

of common stock, as of ________, 2026.

The third column lists the shares of common stock

being offered by this prospectus by the selling stockholders.

The fourth column reflects the number of shares

of common stock beneficially owned by each selling stockholder, assuming the sale of all of the shares offered by the selling stockholders

pursuant to this prospectus.

The selling stockholders may sell all, some or

none of their shares in this offering. See “Plan of Distribution”.

Name of Selling

Stockholder

Number of Shares of

Common

Stock Owned

Prior to Offering

Maximum Number of

Shares of Common

Stock to be Sold

Pursuant to this

Prospectus

Number of Shares of

Common Stock

Owned

After Offering

Annex B-1

Annex C

Selling Stockholder Notice and Questionnaire

The undersigned owner of Registrable

Securities (as such term is defined in the Registration Rights Agreement) of Passage Bio, Inc., a Delaware corporation (the

“Company”) (to be renamed Remix Therapeutics, Inc.), understands that the Company has filed or intends to

file with the Securities and Exchange Commission (the “Commission”) a Registration Statement for the

registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),

of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement dated as of [ ·

], 2026 to which the Company and the undersigned are parties (the “Registration Rights Agreement”). A copy

of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized

terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named

as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable

Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling

stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling

Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration

Statement.

The undersigned hereby provides the following information

to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Stockholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

(c) Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power

to vote or dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Stockholder:

Telephone:

Fax:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ¨

No ¨

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services

to the Company?

Yes ¨

No ¨

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in

the Registration Statement.

Yes ¨

No ¨

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of

business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly

or indirectly, with any person to distribute the Registrable Securities?

Yes ¨

No ¨

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in

the Registration Statement.

4. Ownership of Securities of the Company Owned by the Selling Stockholder.

Except as set forth below in this Item 4, the undersigned

is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase

Agreement.

(a) Type and Amount of other Company securities owned by the Selling Stockholder (including beneficially owned, as applicable):

5. Relationships with the Company:

Except as set forth below, neither the undersigned nor

any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)

has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during

the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company

of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while

the Registration Statement remains effective; provided, that the undersigned shall not be required to notify the Company of any changes

to the number of securities held or owned by the undersigned or its affiliates.

By signing below, the undersigned consents to the

disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration

Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will

be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus

and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority

duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED NOTICE AND

QUESTIONNAIRE TO:

EX-10.6 — EXHIBIT 10.6

EX-10.6

Filename: tm2618476d1_ex10-6.htm · Sequence: 8

Exhibit 10.6

Agreed Form

FORM OF

CONTINGENT VALUE RIGHTS AGREEMENT

BETWEEN

PASSAGE BIO, INC.

and

[ l ],

as Rights Agent

Dated

as of [ l ]

TABLE OF CONTENTS

Page

Article 1 Definitions

Section 1.1

Definitions

Article 2 Contingent Value Rights

Section 2.1

Holders of CVRs; Appointment of Rights Agent

Section 2.2

Non-transferable

Section 2.3

No Certificate; Registration; Registration of Transfer; Change of Address

Section 2.4

Payment Procedures

Section 2.5

No Voting, Dividends or Interest; No Equity or Ownership Interest

Section 2.6

Ability to Abandon CVR

Article 3 The Rights Agent

Section 3.1

Certain Duties and Responsibilities

Section 3.2

Certain Rights of Rights Agent

Section 3.3

Resignation and Removal; Appointment of Successor

Section 3.4

Acceptance of Appointment by Successor

Article 4 Covenants

Section 4.1

List of Holders

Section 4.2

Efforts

Section 4.3

Prohibited Actions

Section 4.4

Audit Rights.

Article 5 Amendments

Section 5.1

Amendments Without Consent of Holders or Rights Agent

Section 5.2

Amendments with Consent of Holders

Section 5.3

Effect of Amendments

Article 6 Consolidation, Merger, Sale or Conveyance

Section 6.1

Successor Substituted

Article 7

Miscellaneous

Section 7.1

Notices to Rights Agent and to Passage

Section 7.2

Notice to Holders

Section 7.3

Entire Agreement

Section 7.4

Merger or Consolidation or Change of Name of Rights Agent

Section 7.5

Successors and Assigns

Section 7.6

Benefits of Agreement; Action by Acting Holders

Section 7.7

Governing Law

Section 7.8

Jurisdiction

Section 7.9

WAIVER OF JURY TRIAL

Section 7.10

Severability Clause

Section 7.11

Counterparts; Effectiveness

Section 7.12

Termination

Section 7.13

Force Majeure

Section 7.14

Construction

This

CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [ l ],

is entered into by and between Passage Bio, Inc., a Delaware corporation (“Passage”), and [ l ],

a [ l ], as initial Rights Agent (as defined herein).

PREAMBLE

WHEREAS, Passage, Peregrine

Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Passage (“Merger Sub”), and Remix Therapeutics, Inc.,

a Delaware corporation (the “Company”), have entered into an Agreement and Plan of Merger, dated as of June 24,

2026 (as it may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger

Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the

Company surviving the Merger as a wholly-owned subsidiary of Passage (the “Surviving Corporation”);

WHEREAS, in connection with

the Merger Agreement, Passage has agreed to provide to the Holders (as defined herein) certain contingent value rights as hereinafter

described;

WHEREAS, the parties to this

Agreement have done all things necessary to make the contingent value rights, when issued pursuant to this Agreement, the valid obligations

of Passage and to make this Agreement a valid and binding agreement of Passage, in accordance with its terms; and

NOW, THEREFORE, in consideration

of the premises and the consummation of the transactions referred to above, it is mutually covenanted and agreed, for the proportionate

benefit of all Holders, as follows:

Article 1

Definitions

Section 1.1         Definitions.

Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Merger Agreement. The following

terms have the meanings ascribed to them as follows:

“Acting Holders”

means, at any time, the registered Holders of more than thirty-five percent (35%) of the total number of CVRs outstanding at such time,

as set forth on the CVR Register.

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such

other Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the

management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or partnership or

other ownership interests, by contract or otherwise, and the terms “controlling” and “controlled” have correlative

meanings.

“Catalent”

means Catalent Pharma Solutions, LLC.

“Catalent Storage

Costs” means any documented out-of-pocket costs and expenses paid or payable by Passage or any of its Subsidiaries to Catalent

for the storage and maintenance of MLD product supply materials.

“Closing”

means the closing of the Merger.

“Closing Date”

means the date on which the Closing actually takes place.

“Commercially Reasonable

Efforts” means, with respect to the collection of Legacy Asset Payments, carrying out those obligations and tasks in a good

faith and diligent manner; taking into account all commercial and other relevant factors that Passage, exercising good faith, would normally

take into account with a collection of amounts receivable from a commercial counterparty, provided that, notwithstanding

the foregoing, such level of efforts and resources shall not require Passage to advance, expend or commit any funds (other than de

minimis administrative costs and the GM1 2027 License Payment) in connection with the collection of any Legacy Asset Payments; provided,

further, that such level of efforts and resources shall be determined without taking into account the CVR Payment payable

in accordance with, and subject to, the terms hereof.

“CVR”

means a contingent contractual right of Holders to receive CVR Payments under this Agreement.

“CVR Payment”

means, with respect to each Legacy Asset Payment, the CVR Proceeds attributable to such Legacy Asset Payment.

“CVR Payment Period”

means an annual period (or portion thereof) beginning on the Closing Date and ending on December 31 of any given calendar year during

the CVR Period; provided that if the last CVR Payment Period would end subsequent to the expiration of the CVR Period,

such CVR Payment Period will end on the last day of the CVR Period.

“CVR Period”

means the GM1 CVR Period or the MLD CVR Period, as applicable.

“CVR Proceeds”

means a cash payment equal to one hundred percent (100%) of the Legacy Asset Payments actually received by Passage or any of its Subsidiaries

during a CVR Payment Period, less Permitted Deductions with respect to such Legacy Asset Payments, in each case as calculated in accordance

with GAAP consistently applied.

“Gemma”

means Gemma Biotherapeutics, Inc.

“Gemma Sublicense

(GM1)” means the Exclusive License Agreement (GM1), dated as of July 31, 2024, as amended on May 7, 2025, by and

between Passage and Gemma.

“Gemma Sublicense

(MLD)” means the Exclusive License Agreement (MLD), dated as of July 31, 2024, as amended on May 7, 2025, by and

between Passage and Gemma.

“Gemma Sublicenses”

means, collectively, the Gemma Sublicense (GM1) and the Gemma Sublicense (MLD).

“GM1 2027 License

Payment” means the License Maintenance Fee (as defined in the Penn License Agreement) payable by Passage to The Trustees of

the University of Pennsylvania pursuant to the Penn License Agreement to extend the license granted under the Penn License Agreement

through June 30, 2028.

“GM1 CVR Period”

means the period beginning on the Closing Date and ending on July 31, 2028.

“GM1 Payments”

means eighty percent (80%) of the payments received by Passage or any of its Subsidiaries from Gemma for the portion of the one-time,

non-refundable, non-creditable product purchase fee contemplated by Section 5.1 of the Gemma Sublicense (GM1) which has not already

been paid to Passage on or prior to the date of this Agreement.

“Holder”

means, at the relevant time, a Person in whose name CVRs are registered in the CVR Register.

“Legacy Asset Payments”

means the receipt of cash consideration by Passage or its Subsidiaries with respect to the MLD Payments or the GM1 Payments, in each

case, during the applicable CVR Period.

“MLD CVR Period”

means the period beginning on the Closing Date and ending on December 31, 2027.

“MLD Payments”

means the payments received by Passage or any of its Subsidiaries from Gemma for the one-time, non-refundable, non-creditable upfront

fees contemplated by Section 5.1 of the Gemma Sublicense (MLD).

“Officer’s

Certificate” means a certificate signed by the chief executive officer or the chief financial officer of Passage, in their

respective official capacities.

“Penn License Agreement”

means that certain Second Amended and Restated Research, Collaboration and License Agreement by and between Passage and The Trustees of

the University of Pennsylvania, a Pennsylvania nonprofit corporation, dated as of July 31, 2024, as amended as of the date of this Agreement.

“Permitted Deductions”

means the following costs or expenses, without duplication:

(i) any applicable and non-recoverable value

added, sales or similar Taxes imposed on the Legacy Asset Payments and payable in cash by

Passage or any of its Subsidiaries and any income or other similar Taxes required to be paid

by Passage or any of its Subsidiaries, in each case, with respect to the taxable year in

which such Legacy Asset Payments were received which Taxes would not have been required to

be paid by Passage or its applicable Subsidiary but for its receipt of Legacy Asset Payments

and any applicable Tax imposed on or otherwise payable in connection with making any CVR

Payment or the issuance of any CVR (including, without limitation, (i) the employer

portion of any employment, payroll, or other similar Taxes in respect of CVR Payments (including

in respect of Passage ITM Options granted to employees or Passage Restricted Stock Unit Awards)

and (ii) any withholding Taxes (including interest and penalties) relating to the issuance

of a CVR or any CVR Payment); provided that, for purposes of calculating any

income Taxes of Passage or any of its Subsidiaries for this purpose, (a) such income

Taxes shall be computed after taking into account any net operating loss carryforwards or

other Tax attributes (including Tax credits) of Passage or any of its Subsidiaries that are

available to offset income or gain, after taking into account any limits of the usability

of such attributes under applicable Law, including under Section 382 of the Code, as

reasonably determined by a nationally recognized tax advisor, which Tax attributes were generated

either (I) prior to the Closing Date or (II) after the Closing Date, in the case

of this clause (II) if such Tax attributes relate to the Legacy Asset Payments, (b) for

the avoidance of doubt, any item(s) of income or gain resulting or arising from such

Legacy Asset Payments shall be treated as the first item(s) of income or gain, as applicable,

in the applicable taxable year and (c) Taxes shall not be taken into account under this

clause (i), to the extent such Taxes are taken into account in the determination of Passage

Net Cash;

(ii) any reasonable, documented out-of-pocket

costs and expenses incurred or accrued by Passage or any of its Subsidiaries in respect of

its performance of this Agreement following the Closing Date or in respect of its negotiation,

execution, delivery or performance of the Gemma Sublicenses (to the extent related to the

Legacy Asset Payments, and including the Catalent Storage Costs) or any other agreement to

which Passage or any of its Subsidiaries is a party that is in effect as of the date of this

Agreement and related to the Legacy Asset Payments, including (i) any costs related

to the prosecution, maintenance or enforcement by Passage or any of its Subsidiaries of intellectual

property rights to the extent required by the terms of the Gemma Sublicenses (but excluding

any costs related to a breach of this Agreement by Passage, including costs incurred in litigation

in respect of the same), (ii) any reasonable, documented out of pocket costs incurred

in order to comply with the terms of the Gemma Sublicenses or any other agreement to which

Passage or any of its Subsidiaries is a party that is in effect as of the date of this Agreement

and related to the Legacy Asset Payments that remain with Passage following the receipt of

any Legacy Asset Payment, to the extent such costs relate to any Legacy Asset Payment (but

excluding the GM1 2027 License Payment), (iii) any Losses incurred and paid or payable

by Passage or any of its Subsidiaries arising out of any claims, demands, actions or other

proceedings, in each case, brought by a third party, relating to or in connection with the

Gemma Sublicenses or the Legacy Asset Payments or (iv) any documented out-of-pocket

fees of the Rights Agent in connection with this Agreement; and

(iii) any reasonable documented out-of-pocket

costs incurred or accrued by Passage or any of its Subsidiaries in connection with the collection

or receipt of any Legacy Asset Payment, including any brokerage fee, finder’s fee,

opinion fee, success fee, transaction fee, service fee, regulatory and other filing fees,

or other fee, commission or expense owed to any broker, finder, investment bank, auditor,

accountant, counsel, advisor or other third party in relation thereto, in each case, pursuant

to any Contract to which Passage or any of its Subsidiaries is a party that is in effect

as of the date of this Agreement.

“Permitted Transfer”

means a Transfer of one or more CVRs (i) upon death of a Holder by will or intestacy; (ii) by instrument to an inter vivos

or testamentary trust in which the CVRs are to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to

a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation); (iv) made by

operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination

of any corporation, limited liability company, partnership or other entity; (v) in the case of CVRs payable to a nominee, from a

nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial

owner, in each case as permitted by The Depository Trust Company; (vi) to Passage or its Subsidiaries; or (vii) as provided

in Section 2.6.

“Person”

means any individual, partnership, joint venture, limited liability company, firm, corporation, unincorporated association or organization,

trust or other entity, and shall include any successor (by merger or otherwise) of any such Person.

“Record Date”

means the close of business on the last Business Day prior to the day on which the Effective Time occurs.

“Rights Agent”

means the Rights Agent named in the first paragraph of this Agreement, until a successor Rights Agent shall have been appointed pursuant

to Article 3 of this Agreement, and thereafter “Rights Agent” will mean such successor Rights Agent.

“Securities Act”

means the Securities Act of 1933, as amended.

“Transfer”

means transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by sale, merger, consolidation, liquidation,

dissolution, dividend, distribution or otherwise), the offer to make such a transfer or other disposition, and each contract, arrangement

or understanding, whether or not in writing, to effect any of the foregoing.

Article 2

Contingent Value Rights

Section 2.1         Holders

of CVRs; Appointment of Rights Agent.

(a) The CVRs shall be issued to the holders of

shares of Passage Common Stock as of the Record Date. One CVR will be issued with respect

to each share of Passage Common Stock that is outstanding as of the close of business on

the Record Date.

(b) Passage hereby appoints the Rights Agent to

act as rights agent for Passage in accordance with the express terms and conditions set forth

in this Agreement, and the Rights Agent hereby accepts such appointment.

Section 2.2         Non-transferable. A

Holder may not at any time Transfer CVRs, other than pursuant to a Permitted Transfer. Any attempted Transfer that is not a Permitted

Transfer, in whole or in part, will be void ab initio and of no effect. The CVRs will not be listed on any quotation system or

traded on any securities exchange.

Section 2.3         No

Certificate; Registration; Registration of Transfer; Change of Address.

(a) Holders’ rights and obligations in respect

of CVRs derive solely from this Agreement; CVRs will not be evidenced by a certificate or

other instrument.

(b) The Rights Agent will create and maintain

an up-to-date register (the “CVR Register”) for the purposes of (i) identifying

the Holders of CVRs, (ii) determining Holders’ entitlement to CVRs and (iii) registering

the CVRs and Permitted Transfers thereof. The CVR Register will initially show one position

for The Depository Trust Company (or its nominee) representing all of the CVRs provided to

the holders of shares of Passage Common Stock held as of the close of business on the Record

Date. The CVR Register will be created, and CVRs will be distributed, pursuant to written

instructions from Passage to the Rights Agent. Except as expressly provided herein with respect

to the rights of the Rights Agent, neither Passage nor its Subsidiaries will have any responsibility

or liability whatsoever to any person other than the Holders.

set forth in Section 2.2, every request made to Transfer CVRs must be in writing

and accompanied by a written instrument of Transfer reasonably acceptable to the Rights Agent,

together with the signature guarantee of a guarantor institution which is a participant in

a signature guarantee program approved by the Securities Transfer Association (a “signature

guarantee”) and other requested documentation in a form reasonably satisfactory to

the Rights Agent, duly executed and properly completed, as applicable, by the Holder or Holders

thereof, or by the duly appointed legal representative, personal representative or survivor

of such Holder or Holders, setting forth in reasonable detail the circumstances relating

to the Transfer. Upon receipt of such written notice, the Rights Agent will, subject to its

reasonable determination in accordance with its own internal procedures that the Transfer

instrument is in proper form and the Transfer is a Permitted Transfer and otherwise complies

on its face with the other terms and conditions of this Agreement, register the Transfer

of the applicable CVRs in the CVR Register. All Transfers of CVRs registered in the CVR Register

will be the valid obligations of Passage, evidencing the same right, and entitling the transferee

to the same benefits and rights under this Agreement, as those held by the transferor. Each

of Passage and the Rights Agent may require payment (without duplication) by the applicable

Holder of a sum sufficient to cover any stamp or other transfer Tax or governmental charge

that is imposed in connection with (and would not have been imposed but for) any such registration

of Transfer, unless the transferee shall have established to the reasonable satisfaction

of Passage or the Rights Agent, as applicable, that such Tax or governmental charge, if any,

has been paid. No Transfer of CVRs shall be valid until registered in the CVR Register and

any Transfer not duly registered in the CVR Register shall be void. Passage shall not be

responsible for any costs and expenses related to any transfer or assignment of the CVRs

(including the cost of any transfer tax).

(d) A Holder may make a written request to the

Rights Agent to change such Holder’s address of record in the CVR Register. Such written

request must be duly executed by such Holder and conform to such other reasonable requirements

as the Rights Agent may establish from time to time. Upon receipt of such written notice,

the Rights Agent shall promptly record the change of address in the CVR Register. The Acting

Holders may, without duplication, make a written request to the Rights Agent for a list containing

the names, addresses and number of CVRs of the Holders that are registered in the CVR Register.

Upon receipt of such written request from the Acting Holders, the Rights Agent shall promptly

deliver a copy of such list to the Acting Holders.

Section 2.4         Payment

Procedures.

(a) As promptly as practicable (and, in any event,

within twenty (20) days) following the receipt by Passage or any of its Subsidiaries of any

Legacy Asset Payment, Passage shall (i) deliver to the Rights Agent, an Officer’s

Certificate certifying the aggregate amount of (A) the CVR Proceeds (if any) actually

received by Passage or its Subsidiaries during such fiscal quarter (or, in the case of the

first delivery of such an Officer’s Certificate hereunder, all CVR Proceeds actually

received through the end of such fiscal quarter); (B) the Permitted Deductions reflected

in such CVR Proceeds; and (C) the CVR Payment payable to Holders, if any, in respect

of such CVR Proceeds, and (ii) deliver to the Rights Agent, or to the Rights Agent’s

designee, the CVR Payment (if any) by wire transfer of immediately available funds to an

account designated in writing by the Rights Agent. Upon receipt of the wire transfer referred

to in the foregoing sentence, the Rights Agent shall promptly (and in any event, within ten

(10) Business Days) pay, by check mailed, first-class postage prepaid, to the address

of each Holder set forth in the CVR Register at such time or by other method of delivery

as specified by the applicable Holder in writing to the Rights Agent, an amount equal to

the product determined by multiplying (x) the quotient determined by dividing (I) the

applicable CVR Payment by (II) the total number of CVRs registered in the CVR Register

at such time, by (y) the number of CVRs registered to such Holder in the CVR Register

at such time. For the avoidance of doubt Passage shall have no further liability in respect

of the relevant CVR Payment upon delivery of such CVR Payment in accordance with this Section 2.4(a) and

the satisfaction of each of Passage’s obligations set forth in this Section 2.4(a).

(b) Except to the extent otherwise required pursuant

to a change in applicable Law after the date hereof, the parties hereto agree to treat the

issuance of the CVRs as not constituting a current distribution and all CVR Payments for

U.S. federal (and applicable state and local) income Tax purposes as distributions of money

governed by Section 301 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),

which will constitute a dividend to the extent payable out of Passage and its Subsidiaries’

current and accumulated “earnings and profits” (pursuant to Section 316

of the Code) in the taxable year in which any such CVR Payment is made. The parties hereto

will not take any position to the contrary on any Tax Return or for other Tax purposes except

as required by a change in applicable Law after the date hereof.

to deduct and withhold, or cause to be deducted and withheld, from any CVR Payment otherwise

payable pursuant to this Agreement, such amounts as Passage or the Rights Agent reasonably

determines it is required to deduct and withhold with respect to the making of such payment

under any provision of applicable Law relating to Taxes. To the extent that amounts are so

deducted and withheld and paid over to the appropriate Governmental Authority, such deducted

and withheld amounts will be treated for all purposes of this Agreement as having been paid

to the Holder in respect of which such deduction and withholding was made. Prior to making

any such deductions or withholdings or causing any such deductions or withholdings to be

made with respect to any Holder, the Rights Agent will, to the extent reasonably practicable,

provide notice to the Holder of such potential Tax deduction or withholding and a reasonable

opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce

such withholding amounts; provided that the time period for payment of a CVR

Payment by the Rights Agent set forth in Section 2.4(a) will be extended

by a period equal to any delay caused by the Holder providing such forms; provided,

further, that in no event shall such period be extended for more than ten (10) Business

Days, unless otherwise requested by the Holder for the purpose of delivering such forms and

agreed to by the Rights Agent.

(d) Any portion of a CVR Payment that remains

undistributed to the Holders on the date that is six (6) months after the applicable

fiscal quarter end (including by means of uncashed checks or invalid addresses on the CVR

by Passage (with written notice thereof from Passage to the Rights Agent), and any Holder

will thereafter look only to Passage for payment of such CVR Payment (which shall be without

interest).

(e) If any CVR Payment (or portion thereof) remains

unclaimed by a Holder on the date that is one year after the date on which such CVR Proceeds

were required to be paid to Holders (or immediately prior to such earlier date on which such

CVR Payment would otherwise escheat to or become the property of any governmental authority),

then: (i) such CVR Payment (or portion thereof) will, to the extent permitted by applicable

Law, become the property of Passage and will be transferred to Passage or a Person nominated

in writing by Passage (with written notice thereof from Passage to the Rights Agent), free

and clear of all claims or interest of any Person previously entitled thereto, and no consideration

or compensation shall be payable therefor, and (ii) the CVRs to which such payment relate

shall be deemed abandoned in accordance with Section 2.6 and shall no longer

be deemed outstanding for any purpose (including for the purposes of calculating, for any

CVR Payment payable following such abandonment, the total number of CVRs registered in the

CVR Register and the number of CVRs registered to such Holder in the CVR Register). Neither

Passage nor the Rights Agent will be liable to any Person in respect of any CVR Payment amount

delivered to a public official pursuant to any applicable abandoned property, escheat or

similar legal requirement under applicable law. In addition to and not in limitation of any

other indemnity obligation herein, Passage agrees to indemnify and hold harmless the Rights

Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur

or be subject to in connection with transferring such property to Passage or a public official.

Section 2.5        No

Voting, Dividends or Interest; No Equity or Ownership Interest.

(a) CVRs will not have any voting or dividend

rights, and interest will not accrue on any amounts payable in respect of CVRs.

(b) CVRs will not represent any equity or ownership

interest in Passage or any of its Subsidiaries or in the Surviving Corporation. The sole

right of the Holders to receive property hereunder is the right to receive CVR Payments,

if any, in accordance with the terms hereof. It is hereby acknowledged and agreed that a

CVR shall not constitute a security of Passage or any of its Subsidiaries or of the Surviving

Corporation. Nothing contained in this Agreement shall be construed as conferring upon any

Holder, by virtue of the CVRs, any rights or obligations of any kind or nature whatsoever

as a stockholder or equityholder of Passage or any of its Subsidiaries or of the Surviving

Corporation, either at law or in equity. The rights of any Holder and the obligations of

Passage and its Affiliates and their respective officers, directors and controlling Persons

are contract rights and obligations limited to those expressly set forth in this Agreement.

the CVRs and the possibility of any payment hereunder with respect thereto are highly speculative

and subject to numerous factors outside of Passage’s control, and there is no assurance

that Holders will receive any payments under this Agreement or in connection with the CVRs.

Each Holder acknowledges that it is highly possible that (i) no Legacy Asset Payments

will be collected prior to the expiration of the applicable CVR Period and (ii) there

will not be any Legacy Asset Payments that may be the subject of a CVR Payment. It is further

acknowledged and agreed that neither Passage nor its Affiliates owe, by virtue of their obligations

under this Agreement, a fiduciary duty or any implied duties to the Holders and the parties

hereto intend solely the express provisions of this Agreement to govern their contractual

relationship with respect to the CVRs. It is acknowledged and agreed that this Section 2.5(c) is

an essential and material term of this Agreement.

Section 2.6         Ability

to Abandon CVR. A Holder may at any time, at such Holder’s option or upon the failure to claim payment under Section 2.4(e),

abandon all of such Holder’s remaining rights represented by CVRs by transferring such CVR to Passage or a Person nominated in

writing by Passage (with written notice thereof from Passage to the Rights Agent) without consideration or compensation therefor, and

such rights will be cancelled, with the Rights Agent being promptly notified in writing by Passage of such transfer and cancellation.

No such notice to the Rights Agent shall be required in the case of abandonment due to the failure to claim payment under Section 2.4(e).

Nothing in this Agreement is intended to prohibit Passage or its Subsidiaries from offering to acquire or acquiring CVRs, in private

transactions or otherwise, for consideration in its sole discretion.

Article 3

The Rights Agent

Section 3.1         Certain

Duties and Responsibilities.

(a) The Rights Agent will not have any liability

for any actions taken or not taken in connection with this Agreement, except to the extent

such liability arises as a result of the willful misconduct, bad faith, fraud or gross negligence

of the Rights Agent (in each case as determined by a final non-appealable judgment of a court

of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, any

liability of the Rights Agent under this Agreement will be limited to the amount of annual

fees paid by Passage to the Rights Agent during the twelve (12) months immediately preceding

the event for which recovery from the Rights Agent is being sought, except in the case of

the willful misconduct, bad faith or fraud of the Rights Agent (in each case as determined

by a final non-appealable judgment of a court of competent jurisdiction). Anything to the

contrary notwithstanding, in no event will the Rights Agent be liable for special, punitive,

indirect, incidental or consequential loss or damages of any kind whatsoever (including,

without limitation, lost profits), even if the Rights Agent has been advised of the likelihood

of such loss or damages, and regardless of the form of action.

(b) The Rights Agent shall not have any duty or

responsibility in the case of the receipt of any written demand from any Holder with respect

to any action or default by any person or entity, including, without limiting the generality

of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings

at law or otherwise or to make any demand upon Passage, the Company or the Surviving Corporation.

All rights of action under this Agreement may be enforced (but shall not be required to be

enforced) by the Rights Agent, any claim, action, suit, audit, investigation or proceeding

instituted by the Rights Agent will be brought in its name as the Rights Agent and any recovery

in connection therewith will be for the proportionate benefit of all the Holders, as their

respective rights or interests may appear on the CVR Register.

Section 3.2         Certain

Rights of Rights Agent.

(a) The Rights Agent undertakes to perform such

duties and only such duties as are specifically set forth in this Agreement, and no implied

covenants or obligations will be read into this Agreement against the Rights Agent.

(b) The Rights Agent may rely and will be protected

by Passage in acting or refraining from acting upon any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, order or other paper or

document reasonably believed by it in the absence of bad faith to be genuine and to have

been signed or presented by or on behalf of Passage.

counsel of its selection, and the written advice or opinion of such counsel will, in the

absence of bad faith, gross negligence, fraud or willful misconduct (in each case, as determined

by a final, non-appealable judgment of a court of competent jurisdiction) on the part of

the Rights Agent, be full and complete authorization and protection in respect of any action

taken or not taken by the Rights Agent in reliance thereon.

(d) Any permissive rights of the Rights Agent

hereunder will not be construed as a duty.

(e) The Rights Agent will not be required to give

any note or surety in respect of the execution of its powers or otherwise under this Agreement.

(f) Passage agrees to indemnify the Rights Agent

for, and to hold the Rights Agent harmless from and against, any loss, liability, damage,

judgment, fine, penalty, cost or expense (each, a “Loss”) suffered or

incurred by the Rights Agent and arising out of or in connection with the Rights Agent’s

performance of its obligations under this Agreement, including the reasonable and documented

costs and expenses of defending the Rights Agent against any claims, charges, demands, actions

or suits arising out of or in connection with the execution, acceptance, administration,

exercise and performance of its duties under this Agreement, including the costs and expenses

of defending against any claim of liability arising therefrom, directly or indirectly, or

enforcing its rights hereunder, except to the extent such Loss has been determined by a final

non-appealable decision of a court of competent jurisdiction to have resulted from the Rights

Agent’s gross negligence, bad faith, fraud or willful misconduct (in each case, as

determined by a final, non-appealable judgment of a court of competent jurisdiction); provided

that this Section 3.2(f) shall not apply to (i) income, receipt, franchise

or similar Taxes, (ii) any Taxes imposed due to the Rights Agent’s connection

with the jurisdiction imposing such Taxes (other than any connection caused solely by this

Agreement or the Rights Agent performing, enforcing or receiving payments under this Agreement),

or (iii) any Taxes imposed due to the failure of the Rights Agent to provide any form,

document or certificate that would have reduced or eliminated the amount of withholding taxes

(“Excluded Taxes”).

(g) In addition to the indemnification provided

under Section 3.2(f), Passage agrees (i) to pay the fees of the Rights Agent

in connection with the Rights Agent’s performance of its obligations hereunder, as

agreed upon in writing by the Rights Agent and Passage on or prior to the date of this Agreement,

and (ii) to reimburse the Rights Agent for all reasonable and properly documented out-of-pocket

expenses and other disbursements incurred in the preparation, delivery, negotiation, amendment,

administration and execution of this Agreement and the exercise and performance of its duties

hereunder, including all taxes (other than Excluded Taxes) and governmental charges, incurred

by the Rights Agent in the performance of its obligations under this Agreement, except that

Passage will have no obligation to pay the fees of the Rights Agent or reimburse the Rights

Agent in connection with any lawsuit initiated by the Rights Agent on behalf of itself or

the Holders, except in the case of any suit enforcing the provisions of Section 2.4(a),

Section 2.4(b) or Section 3.2(f), if Passage is found by a court

of competent jurisdiction to be liable to the Rights Agent or the Holders, as applicable

in such suit.

(h) No provision of this Agreement shall require

the Rights Agent to expend or risk its own funds or otherwise incur any financial liability

in the performance of any of its duties hereunder or in the exercise of any of its rights

or powers if it believes that repayment of such funds or adequate indemnification against

such risk or liability is not reasonably assured to it.

(i) The Rights Agent will not be deemed to have

knowledge of any event of which it was supposed to receive notice hereunder but has not received

written notice of such event, and the Rights Agent will not incur any liability for failing

to take action in connection therewith, in each case, unless and until it has received such

notice in writing.

(j) The Rights Agent may execute and exercise

any of the rights or powers hereby vested in it or perform any duty hereunder either itself

or by or through its attorney or agents and the Rights Agent shall not be answerable or accountable

for any act, default, neglect or misconduct of any such attorney or agents or for any loss

to Passage resulting from any such act, default, neglect or misconduct, absent gross negligence,

bad faith or willful misconduct (each as determined by a final non-appealable judgment of

a court of competent jurisdiction) in the selection and continued employment thereof.

(k) Passage shall perform, acknowledge and deliver

or cause to be performed, acknowledged and delivered all such further and other acts, documents,

instruments and assurances as may be reasonably required by the Rights Agent for the carrying

out or performing by the Rights Agent of the provisions of this Agreement.

(l) The Rights Agent shall not be liable for or

by reason of any of the statements of fact or recitals contained in this Agreement (except

its countersignature thereof) or be required to verify the same, and all such statements

and recitals are and shall be deemed to have been made by Passage only.

(m) The Rights Agent shall act hereunder solely

as agent for Passage and shall not assume any obligations or relationship of agency or trust

with any of the owners or holders of the CVRs. The Rights Agent shall not have any duty or

responsibility in the case of the receipt of any written demand from any Holders with respect

to any action or default by Passage, including, without limiting the generality of the foregoing,

any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise

or to make any demand upon Passage.

(n) The Rights Agent may rely on and be fully

authorized and protected in acting or failing to act upon (i) any guaranty of signature

by an “eligible guarantor institution” that is a member or participant in the

Securities Transfer Agents Medallion Program or other comparable “signature guarantee

program” or insurance program in addition to, or in substitution for, the foregoing;

or (ii) any law, act, regulation or any interpretation of the same even though such

law, act, or regulation may thereafter have been altered, changed, amended or repealed.

(o) The Rights Agent shall not be liable or responsible

for any failure of Passage to comply with any of its obligations relating to any registration

statement filed with the Securities and Exchange Commission or this Agreement, including

without limitation obligations under applicable Law.

(p) Whenever the Rights Agent deems it desirable

that a matter be proved or established prior to taking or omitting any action hereunder,

the Rights Agent may (i) rely upon an Officer’s Certificate and (ii) in the

absence of bad faith, gross negligence, fraud or willful misconduct on its part, incur no

liability and be held harmless by Passage for or in respect of any action taken or omitted

to be taken by it under the provisions of this Agreement in reliance upon such Officer’s

Certificate.

(q) All funds received by the Rights Agent under

this Agreement that are to be distributed or applied by the Rights Agent in the performance

of services hereunder (the “Funds”) shall be held by the Rights Agent

as agent for Passage and deposited in one or more bank accounts to be maintained by the Rights

Agent in its name as agent for Passage. Until paid pursuant to the terms of this Agreement,

the Rights Agent will hold the Funds through such accounts in: deposit accounts of commercial

banks with Tier 1 capital exceeding $1 billion or with an average rating above investment

grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch

Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.).

The Rights Agent shall, in the absence of bad faith, gross negligence, fraud or willful misconduct

(each as determined by a final, non-appealable judgment of a court of competent jurisdiction),

have no responsibility or liability for any diminution of the Funds that may result from

any deposit made by the Rights Agent in accordance with this paragraph, including any losses

resulting from a default by any bank, financial institution or other third party. The Rights

Agent may from time to time receive interest, dividends or other earnings in connection with

such deposits.

(r) The obligations of Passage and the rights

of the Rights Agent under this Section 3.2, Section 3.1 and Section 2.4

shall survive the expiration of the CVRs and the termination of this Agreement and the resignation,

replacement or removal of the Rights Agent.

Section 3.3        Resignation

and Removal; Appointment of Successor.

(a) The Rights Agent may resign at any time by

written notice to Passage. Any such resignation notice shall specify the date on which such

resignation will take effect (which shall be at least thirty (30) days following the date

that such resignation notice is delivered), and such resignation will be effective on the

earlier of (i) the date so specified and (ii) the appointment of a successor Rights

Agent.

(b) Passage will have the right to remove the

Rights Agent at any time by written notice to the Rights Agent, specifying the date on which

such removal will take effect. Such notice will be given at least thirty (30) days prior

to the date so specified (or, if earlier, the appointment of the successor Rights Agent).

becomes incapable of acting, Passage will promptly appoint a qualified successor Rights Agent.

Notwithstanding the foregoing, if Passage fails to make such appointment within a period

of thirty (30) days after giving notice of such removal or after it has been notified in

writing of such resignation or incapacity by the resigning or incapacitated Rights Agent,

then the incumbent Rights Agent may apply to any court of competent jurisdiction for the

appointment of a new Rights Agent. The successor Rights Agent so appointed will, upon its

acceptance of such appointment in accordance with this Section 3.3(c) and

Section 3.4, become the Rights Agent for all purposes hereunder.

(d) Passage will give notice to the Holders of

each resignation or removal of the Rights Agent and each appointment of a successor Rights

Agent in accordance with Section 7.2. Each notice will include the name and address

of the successor Rights Agent. If Passage fails to send such notice within ten (10) Business

Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent

will cause the notice to be mailed at the expense of Passage.

(e) Notwithstanding anything to the contrary in

this Section 3.3, unless consented to in writing by the Acting Holders, Passage

will not appoint as a successor Rights Agent any Person that is not a stock transfer agent

of national reputation or the corporate trust department of a commercial bank.

(f) The Rights Agent will reasonably cooperate

with Passage and any successor Rights Agent in connection with the transition of the duties

and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer

of all relevant data, including the CVR Register, to the successor Rights Agent, but such

predecessor Rights Agent shall not be required to make any additional expenditure or assume

any additional liability in connection with the foregoing.

Section 3.4        Acceptance

of Appointment by Successor. Every successor Rights Agent appointed hereunder will, at or prior to such appointment, execute, acknowledge

and deliver to Passage and to the resigning or removed Rights Agent an instrument accepting such appointment and a counterpart of this

Agreement, and such successor Rights Agent, without any further act, deed or conveyance, will become vested with all the rights, powers,

trusts and duties of the Rights Agent; provided that upon the request of Passage or the successor Rights Agent, such resigning

or removed Rights Agent will execute and deliver an instrument transferring to such successor Rights Agent all the rights, powers and

trusts of such resigning or removed Rights Agent.

Article 4

Covenants

Section 4.1          List

of Holders. Passage will furnish or cause to be furnished to the Rights Agent, in such form as Passage receives from Passage’s

transfer agent (or other agent performing similar services for Passage), the names and addresses of the Holders within fifteen (15) Business

Days following the Closing Date.

Section 4.2         Efforts.

(a) During the applicable CVR Period, Passage

will, and will cause its Subsidiaries to, use Commercially Reasonable Efforts to collect

the Legacy Asset Payments, to the extent payable to Passage. For the avoidance of doubt,

during and after the applicable CVR Period, Passage shall not be required to use any efforts

to pursue the collection of any Legacy Asset Payments, except as required by this Section 4.2(a).

(b) Notwithstanding anything herein to the contrary,

but subject to Section 4.2(a) and Section 4.3, (i) Passage

and its Affiliates shall have the power and right to control all aspects of their businesses

and operations (and all of their assets and products), and subject to Passage’s compliance

with the terms of this Agreement, Passage and its Affiliates may exercise or refrain from

exercising such power and right as it may deem appropriate and in the best overall interests

of Passage and its Affiliates and its and their stockholders, rather than the interest of

the Holders, (ii) none of Passage or any of its Affiliates (or any director, officer,

employee, or other representative of the foregoing) owes any fiduciary duty or similar duty

or any other implied duties to any Holder in respect of the CVRs, the Legacy Asset Payments

or the Gemma Sublicenses, (iii) except as specifically provided in Section 4.2(a),

Passage shall have no obligation to take any action in order to obtain, maximize or expedite

the receipt of any Legacy Asset Payments or to minimize Permitted Deductions, (iv) except

as expressly set forth in Article 3 and Section 4.2(a), none of Passage

or any of its Subsidiaries shall have any obligation or liability whatsoever to any Person

relating to or in connection with any action, or failure to act, with respect to the collection

of any Legacy Asset Payment, and (v) in no event shall Passage or any of its Subsidiaries

be required to make any payment or advance any funds to Gemma or any other Person (other

than de minimis administrative costs) in order to obtain, facilitate, accelerate or

otherwise further the receipt of any Legacy Asset Payment.

to the requirements of Section 4.2(a) and the other contractual obligations

of Passage expressly set forth in this Agreement, (i) the Holders acknowledge that Passage

has a fiduciary obligation to operate its business in the best interests of its stockholders,

and any potential obligation to pay CVR Payments will not create any express or implied obligation

to operate its business in any particular manner in order to maximize CVR Proceeds, (ii) except

as expressly set forth in this Agreement, the Holders are not relying on any representation

of Passage or any other Person with regard to any Legacy Asset Payments or other action involving

the Gemma Sublicenses following the Closing, and neither Passage nor any other Person has

provided, or can provide, any assurance to the Holders that any CVR Proceeds will in fact

be earned and paid, and (iii) none of Passage or any of its Subsidiaries, officers,

directors or Affiliates shall have any obligation or liability whatsoever to any Person relating

to or in connection with any action, or failure to act, with respect to the collection of

any Legacy Asset Payments, and in no event shall any of Passage, its Subsidiaries, directors,

officers and Affiliates be deemed to have any fiduciary or similar duties to any Holder by

virtue of this Agreement.

(d) Following the expiration of the applicable

CVR Period, Passage shall be permitted to take any action in respect of the Gemma Sublicenses

in its sole and absolute discretion.

(e) Passage shall make the GM1 2027 License Payment

when due and payable under the Penn License Agreement.

Section 4.3         Prohibited

Actions.

(a) During the applicable CVR Period, Passage

shall not (i) terminate, amend or waive provision of any Gemma Sublicense in a manner

that would reasonably be expected to materially and adversely affect Passage’s ability

to collect any Legacy Asset Payments or the rights of the Holders hereunder; (ii) transfer

or assign the Gemma Sublicenses, or any rights to receive payments thereunder, to any other

Person (other than a Subsidiary of Passage), unless such Person assumes all of Passage’s

obligations under this Agreement; (iii) grant any lien, security interest, pledge or

similar interest in any Legacy Asset Payments (other than liens, security interests, pledges

or similar interests generally granted with respect to all assets of Passage, and not specific

to the Legacy Asset Payments, and which do not prohibit the ability of Passage to collect

any Legacy Asset Payments and, in connection therewith, to distribute the CVR Payments resulting

from such Legacy Asset Payments to the Holders, free and clear of such liens and security

interests) or any CVR Proceeds; or (iv) terminate the Gemma Sublicenses or the Penn

License Agreement, other than a termination by Passage of any Gemma Sublicense or the Penn

License Agreement in response to a material breach by Gemma of any Gemma Sublicense (other

than a breach by Gemma of any payment obligations under the Gemma Sublicenses (including

with respect to patent and prosecution costs required to be paid to The Trustees of the University

of Pennsylvania under the Penn License Agreement)) or a material breach by The Trustees of

the University of Pennsylvania of the Penn License Agreement, in each case, that remains

uncured following any applicable cure period, if such termination would be reasonable under

the circumstances.

(b) Notwithstanding

anything in this Agreement to the contrary, (x) the covenants of Passage set forth in

Section 4.2 shall not be deemed breached on account of Passage’s

failure to (i) hire or retain any new employees specifically for the purpose of collecting

the Legacy Asset Payments or (ii) initiate, prosecute or maintain any litigation against

Gemma or any other Person in connection with the Legacy Asset Payments; and (y) any

exercise by the Acting Holders of enforcement rights under Section 7.6 with respect

to Article 4 shall be subject to the foregoing limitation.

Section 4.4        Audit

Rights.

(a) Until

the termination of this Agreement and for a period of two (2) years thereafter, Passage

shall keep, and shall require its Affiliates to keep, complete and accurate books and records

to the extent necessary to calculate the CVR Payments payable under this Agreement. The Acting

Holders shall have the right to cause an independent certified public accounting firm of

nationally recognized standing reasonably acceptable to Passage (the “Independent

Accountant”) to audit such books and records for the sole purpose of confirming

the CVR Payments payable hereunder, subject to (x) the prior execution and delivery

of a reasonable confidentiality agreement by such Independent Accountant in form and substance

reasonably satisfactory to Passage and (y) such access not unreasonably interfering

with the conduct of the business of Passage or any of its Affiliates. Upon at least fifteen

(15) Business Days’ prior written notice from the Acting Holders, such audit shall

be conducted during regular business hours in such a manner as to not unnecessarily interfere

with Passage’s normal business activities.

(b) Such

audit shall not be performed more frequently than once per calendar year, and no CVR Payment

Period that has been the subject of a prior audit may be audited more than once. The Independent

Accountant shall disclose to the Rights Agent or the Acting Holders, as applicable,

only whether the calculations are correct or not and the specific details concerning any

discrepancies. No other information shall be shared, and in no event shall Passage be required

to provide any Tax returns or any other Tax information it deems confidential to the Holders

or any other party (other than the Independent Accountant, subject to the confidentiality

agreement referenced above).

the audit reveals an overpayment, Passage shall be entitled to withhold such amount from

future CVR Payments. If the audit reveals an underpayment, Passage shall promptly (and in

any event within thirty (30) days) remit such amount to the Rights Agent for distribution

to the Holders. The Acting Holders shall bear the full cost and expense of such audit

unless such audit discloses an underpayment by Passage of ten percent (10%) or more of the

CVR Payment due under this Agreement for the applicable period, in which case Passage shall

bear the full cost and expense of such audit. The Rights Agent shall be entitled to rely

on any audit report delivered by the Independent Accountant pursuant to this Section 4.4

and shall have no duty or liability with respect to, and shall not be deemed to have knowledge

of, any adjustment or any event relating thereto unless and until it shall have received

such report.

Article 5

Amendments

Section 5.1        Amendments

Without Consent of Holders or Rights Agent.

(a) Passage, at any time and from time to time,

may enter into one or more amendments to this Agreement for any of the following purposes,

without the consent of any of the Holders or the Rights Agent (subject to Section 5.3):

(i) to

evidence the appointment of another Person as a successor Rights Agent and the assumption

by any successor Rights Agent of the covenants and obligations of the Rights Agent herein

in accordance with the provisions hereof;

(ii) to

evidence the succession of another Person to Passage and the assumption of any such successor

of the covenants of Passage outlined herein in a transaction contemplated by Section 6.1;

(iii) to

add to the covenants of Passage such further covenants, restrictions, conditions or provisions

for the protection and benefit of the Holders; provided that in each case,

such provisions shall not adversely affect the rights of the Holders;

(iv) to

cure any ambiguity, to correct or supplement any provision in this Agreement that may be

defective or inconsistent with any other provision in this Agreement, or to make any other

provisions with respect to matters or questions arising under this Agreement; provided

that in each case, such provisions shall not adversely affect the rights of the Holders;

(v) as

may be necessary or appropriate to ensure that CVRs are not subject to registration under

the Securities Act or the Exchange Act and the rules and regulations made thereunder,

or any applicable state securities or “blue sky” laws;

(vi) as

may be necessary or appropriate to ensure that Passage is not required to produce a prospectus

or an admission document in order to comply with applicable Law;

(vii) to

cancel CVRs (i) in the event that any Holder has abandoned its rights in accordance

with Section 2.6, or (ii) following a transfer of such CVRs to Passage or

its Subsidiaries in accordance with Section 2.2 or Section 2.3;

(viii) as

may be necessary or appropriate to ensure that Passage complies with applicable Law; or

(ix) to

effect any other amendment to this Agreement that would provide any additional rights or

benefits to the Holders or that does not adversely affect the legal rights under this Agreement

of any such Holder.

(b) Promptly after the execution by Passage of

any amendment pursuant to this Section 5.1, Passage will (or will cause the Rights

Agent to) notify the Holders in general terms of the substance of such amendment in accordance

with Section 7.2.

Section 5.2          Amendments

with Consent of Holders.

(a) In addition to any amendments to this Agreement

that may be made by Passage without the consent of any Holder or the Rights Agent pursuant

to Section 5.1, with the consent of the Acting Holders, Passage and the Rights

Agent may enter into one or more amendments to this Agreement for the purpose of adding,

eliminating or amending any provisions of this Agreement, even if such addition, elimination

or amendment is adverse to the interests of the Holders.

(b) Promptly after the execution by Passage and

the Rights Agent of any amendment pursuant to the provisions of this Section 5.2,

Passage will (or will cause the Rights Agent to) notify the Holders in general terms of the

substance of such amendment in accordance with Section 7.2.

Section 5.3          Effect

of Amendments. Upon the execution of any amendment under this Article 5, this Agreement will be modified in accordance

therewith, such amendment will form a part of this Agreement for all purposes and every Holder will be bound thereby. Upon the delivery

of a certificate from an appropriate officer of Passage which states that the proposed supplement or amendment is in compliance with

the terms of this Article 5, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything in this

Agreement to the contrary, the Rights Agent shall not be required to execute any supplement or amendment to this Agreement that it has

determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. No supplement or amendment

to this Agreement shall be effective unless duly executed by the Rights Agent.

Article 6

Consolidation, Merger, Sale or Conveyance

Section 6.1          Successor

Substituted. Upon any consolidation of or merger by Passage with or into any other Person, or any conveyance, transfer or lease of

substantially all of the properties and assets of Passage to any Person, the surviving Person or acquiring Person (as applicable) shall

succeed to, and be substituted for, and may exercise every right and power of, and shall assume all of the obligations of Passage under

this Agreement with the same effect as if such Person had been named as Passage herein.

Article 7

Miscellaneous

Section 7.1         Notices

to Rights Agent and to Passage. All notices, requests and other communications (each, a “Notice”) to any party

hereunder shall be in writing. Such Notice shall be deemed given (a) on the date of delivery, if delivered in person, by FedEx or

other internationally recognized overnight courier service or, (except with respect to any Person other than the Rights Agent), by e-mail

(upon confirmation of receipt) prior to 5:00 p.m. in the time zone of the receiving party or on the next Business Day, if delivered

after 5:00 p.m. in the time zone of the receiving party or (b) on the first Business Day following the date of dispatch,

if delivered by FedEx or by other internationally recognized overnight courier service (upon proof of delivery), addressed as follows:

if to the Rights Agent, to:

[●]

if to Passage, to:

Passage Bio, Inc.

100 Forge Road, Suite 400

Watertown, MA 02472

Attention: [●]

Email: [***]

with a copy, which shall not constitute notice,

to:

Latham & Watkins LLP

200 Clarendon Street

Boston, MA 02116

Attention: Peter Handrinos; Leah Sauter

Email: [***]

or to such other address or facsimile number

as such party may hereafter specify for the purpose by notice to the other parties hereto.

Section 7.2         Notice

to Holders. All Notices required to be given to the Holders will be given (unless otherwise herein expressly provided) in writing

and mailed, first-class postage prepaid, to each Holder at such Holder’s address as set forth in the CVR Register, not later than

the latest date, and not earlier than the earliest date, prescribed for the sending of such Notice, if any, and will be deemed given

on the date of mailing. In any case where notice to the Holders is given by mail, neither the failure to mail such Notice, nor any defect

in any Notice so mailed, to any particular Holder will affect the sufficiency of such Notice with respect to other Holders.

Section 7.3         Entire

Agreement. As between Passage and the Rights Agent, this Agreement constitutes the entire agreement between the parties with respect

to the subject matter of this Agreement, notwithstanding the reference to any other agreement herein, and supersedes all prior agreements

and understandings, both written and oral, among or between any of the parties with respect to the subject matter of this Agreement.

Section 7.4        Merger

or Consolidation or Change of Name of Rights Agent. Any Person into which the Rights Agent or any successor Rights Agent may be merged

or with which it may be consolidated, or Person resulting from any merger or consolidation to which the Rights Agent or any successor

Rights Agent shall be a party, or any Person succeeding to the stock transfer or other shareholder services business of the Rights Agent

or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any

paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment

as a successor Rights Agent under the provisions of Section 3.3. The purchase of all or substantially all of the Rights Agent’s

assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 7.4.

Section 7.5        Successors

and Assigns. This Agreement will be binding upon, and will be enforceable by and inure solely to the benefit of, the Holders, Passage

and the Rights Agent and their respective successors and assigns. Except for assignments pursuant to Section 7.4, the Rights

Agent may not assign this Agreement without Passage’s prior written consent. Subject to Section 5.1(a)(ii) and

Article 6 hereof, Passage may assign, in its sole discretion and without the consent of any other party, any or all of its

rights, interests and obligations hereunder to one or more of its Affiliates or to any Person with whom Passage is merged or consolidated,

or any entity resulting from any merger or consolidation to which Passage shall be a party (each, an “Assignee”);

provided, however, that in connection with any assignment to an Assignee, Passage shall agree to remain liable

for the performance by Passage of its obligations hereunder (to the extent Passage exists following such assignment). Passage or an Assignee

may not otherwise assign this Agreement without the prior consent of the Acting Holders (such consent not to be unreasonably withheld,

conditioned or delayed). Any attempted assignment of this Agreement in violation of this Section 7.5 will be void ab initio

and of no effect.

Section 7.6        Benefits

of Agreement; Action by Acting Holders. Nothing in this Agreement, express or implied, will give to any Person (other than Passage,

the Rights Agent, the Holders and their respective permitted successors and assigns hereunder) any benefit or any legal or equitable

right, remedy or claim under this Agreement or under any covenant or provision herein contained, all such covenants and provisions being

for the sole benefit of Passage, the Rights Agent, the Holders and their permitted successors and assigns. The Holders will have no rights

hereunder except as are expressly set forth herein (including the right of the Acting Holders to enforce the obligations of Passage pursuant

to Article 4, on behalf of the Holders, as third-party beneficiaries of such obligations). Except for the rights of the Rights

Agent set forth herein, the Acting Holders will have the sole right, on behalf of all Holders, by virtue of or under any provision of

this Agreement, to institute any action or proceeding at law or in equity with respect to this Agreement, and no individual Holder or

other group of Holders will be entitled to exercise such rights.

Section 7.7        Governing

Law. This Agreement and the CVRs will be governed by, and construed in accordance with, the laws of the State of Delaware (without

giving effect to any rule or principle that would result in application of the law of any other jurisdiction) and for all purposes

shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely

within such State.

Section 7.8        Jurisdiction.

In any action or proceeding between any of the parties hereto arising out of or relating to this Agreement or any of the transactions

contemplated hereby, each of the parties hereto: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction

and venue of the Court of Chancery of the State of Delaware or, if under applicable Law exclusive jurisdiction is vested in the Federal

courts, the United States District Court for the District of Delaware (and appellate courts thereof); (b) agrees that all claims

in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 7.8;

(c) waives any objection to laying venue in any such action or proceeding in such courts; (d) waives any objection that such

courts are an inconvenient forum or do not have jurisdiction over any party hereto; and (e) agrees that service of process upon

such party hereto in any such action or proceeding shall be effective if notice is given in accordance with Section 7.1 or

Section 7.2 of this Agreement.

Section 7.9        WAIVER

OF JURY TRIAL. EACH OF THE PARTIES HERETO (AND BY ACCEPTING THE CVRS, THE HOLDERS) HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY

HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY

HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH PARTY HERETO MAKES THIS WAIVER VOLUNTARILY, AND

(IV) EACH PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 7.9.

Section 7.10        Severability

Clause. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances,

is for any reason determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application

of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable,

will not be impaired or otherwise affected and will continue to be valid and enforceable to the fullest extent permitted by applicable

Law. Upon such a determination, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original

intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated

as originally contemplated to the fullest extent possible; provided, however, that if an excluded provision

shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign

immediately upon written notice to Passage.

Section 7.11        Counterparts;

Effectiveness. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, with the same

effect as if the signatures thereto and hereto were upon the same instrument. This Agreement or any counterpart may be executed and delivered

by electronic communications by portable document format (.pdf), each of which shall be deemed an original. This Agreement will become

effective when each party hereto will have received a counterpart hereof signed by the other party hereto. Until and unless each party

hereto has received a counterpart hereof signed by the other party hereto, this Agreement will have no effect and no party will have

any right or obligation hereunder (whether by virtue of any oral or written agreement or any other communication).

Section 7.12        Termination.

This Agreement will automatically terminate with respect to an applicable Legacy Asset Payment and be of no further force or effect and,

except as provided in Section 3.2, the parties hereto will have no further liability hereunder, and the CVRs will expire

without any consideration or compensation therefor with respect to the applicable Legacy Asset Payment, upon the earlier of (a) the

expiration of the applicable CVR Period and (b) the date on which all Legacy Asset Payments have been received and all CVR Payments

in respect thereof have been distributed to the Holders. The termination of this Agreement will not affect or limit the right of Holders

to receive the CVR Payments under Section 2.4 to the extent earned prior to the termination of this Agreement, and the provisions

applicable thereto will survive the expiration or termination of this Agreement; provided that, notwithstanding anything

to the contrary herein, if the MLD Payments remain invoiced to Gemma but unpaid as of December 31, 2027, the Holders shall have

no right to CVR Payments related to MLD Payments following such date.

Section 7.13        Force

Majeure. Notwithstanding anything to the contrary contained herein, none of the Rights Agent, Passage or any of its Subsidiaries

(except as it relates to the obligations of the Company (and the Surviving Corporation) under Article 3) will be liable for

any delays or failures in performance resulting from acts beyond its reasonable control including acts of God, pandemics (including COVID-19),

terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data

due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war or civil unrest.

Section 7.14        Construction.

(a) For purposes of this Agreement, whenever the

context requires: singular terms will include the plural, and vice versa; the masculine gender

will include the feminine and neuter genders; the feminine gender will include the masculine

and neuter genders; and the neuter gender will include the masculine and feminine genders.

(b) As used in this Agreement, the words “include”

and “including,” and variations thereof, will not be deemed to be terms of limitation,

but rather will be deemed to be followed by the words “without limitation.”

for convenience of reference only, will not be deemed to be a part of this Agreement and

will not be referred to in connection with the construction or interpretation of this Agreement.

(d) Any reference in this Agreement to a date

or time shall be deemed to be such date or time in New York City, United States, unless otherwise

specified. The parties hereto have participated jointly in the negotiation and drafting of

this Agreement. In the event an ambiguity or question of intent or interpretation arises,

this Agreement shall be construed as if drafted jointly by the parties and no presumption

or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship

of any provision of this Agreement.

(e) All references herein to “$” are

to United States Dollars.

[Remainder of page intentionally left

blank]

IN WITNESS WHEREOF, each

of the parties has caused this Agreement to be executed as of the day and year first above written.

PASSAGE BIO, INC.

By:

Name:

Title:

[●], as Rights Agent

By:

Name:

Title:

[Signature Page to CVR Agreement]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618476d1_ex99-1.htm · Sequence: 9

Exhibit 99.1

Passage Bio and Remix Therapeutics Announce

Merger Agreement

Combined company to operate as Remix Therapeutics

and advance Remix’s pipeline of novel small molecule therapies designed to reprogram RNA processing and address disease drivers

at their origin

Remix’s lead program, REM-422, is an

orally available mRNA degrader targeting MYB, a historically undruggable transcription factor implicated across multiple cancers

Concurrent oversubscribed $100 million private

placement financing of Remix expected to fund combined company operations into 2028, supporting delivery of several clinical readouts

for REM-422 in 2027

Companies to hold joint conference call on

June 24, 2026 at 4:30 PM ET

Philadelphia, Pa., and Watertown, Mass., June

24, 2026 – Passage Bio, Inc. (Nasdaq: PASG) (“Passage Bio”) and Remix Therapeutics, Inc. (“Remix”),

a clinical-stage biotechnology company developing small molecule therapies to modulate RNA processing and address the underlying drivers

of disease, today announced that they have entered into a definitive merger agreement to combine in an all-stock transaction. Upon completion

of the transaction, the combined company plans to operate under the name Remix Therapeutics, Inc. and expects to trade on Nasdaq under

the ticker symbol “RMTX.”

connection with the proposed merger, Remix has secured commitments for a concurrent oversubscribed private placement financing that

is expected to result in total gross proceeds of approximately $100 million from a syndicate of new investors led by Decheng

Capital, with participation from Lynx1 Capital Management, Forge Life Science Partners, existing investors and other leading

investment management firms.

The private

placement financing is expected to close immediately prior to completion of the proposed merger. The combined company’s cash and

cash equivalents balance at closing, including the proceeds from the private placement, is anticipated to fund the combined company’s

operations into 2028 and provide runway through key clinical milestones, including data from the registrational Phase 2 trial of REM-422

in Adenoid Cystic Carcinoma (ACC); data from the Phase 1 trial in Acute Myeloid Leukemia (AML) or high-risk myelodysplastic syndrome

(HR-MDS) and progression of Remix’s discovery pipeline.

“This

transaction marks a transformative step for Remix as we advance our mission to reprogram RNA processing and unlock a new class of medicines

with the strength of our seasoned team and support from leading biotechnology investors,” said Peter Smith, Ph.D., Co-Founder and

CEO of Remix. “We are exceptionally well-positioned to accelerate a pipeline of RNA-targeted small-molecule therapies led by REM-422,

an orally available mRNA degrader targeting MYB, a historically undruggable transcription factor implicated across multiple cancers.

With this strengthened foundation and compelling REM-422 data in hand, we are focused on rapidly translating our breakthrough science

into differentiated therapies for patients who urgently need better options.”

"Following

a thorough evaluation of strategic alternatives, we are thrilled to have identified Remix as the ideal partner for this transaction.

Remix has built a truly differentiated platform in RNA processing modulation, and REM-422's impactful Phase 1 data in ACC and strong

execution of their ongoing registrational study in this underserved disease reflect the quality of their science and team. We believe

this combination delivers compelling value for Passage Bio stockholders, providing meaningful participation in a clinical-stage company

with a well-defined path to pivotal data. We look forward to supporting the combined company as it advances these important medicines

for patients," said Will Chou, M.D., President and CEO of Passage Bio.

About the Proposed Transaction

Under the terms of the merger agreement, as

of the closing of the proposed merger, the pre-merger Passage Bio shareholders are expected to own approximately 7% of the combined

company and the pre-merger Remix stockholders (inclusive of those investors participating in the financing) are expected to own

approximately 93% of the combined company. The percentage of the combined company that Passage Bio shareholders will own as of the

closing of the proposed merger is subject to adjustment based on the estimated amount of Passage Bio’s net cash immediately

prior to the closing date. In connection with the proposed merger, a contingent value right (“CVR”) will be distributed

to Passage shareholders of record at the closing date. Each CVR will entitle its holder to receive a pro rata portion of certain net

proceeds actually received by the combined company from milestones associated with Passage Bio's out-licensed pediatric gene therapy

pipeline assets, subject to the terms and conditions of a CVR agreement to be entered into at closing. The CVRs will not be

transferable (except in limited circumstances), will not be listed on any securities exchange, and will not bear interest. There can

be no assurance that any proceeds will be realized or that CVR holders will receive any payment.

The transaction has been unanimously approved

by the Board of Directors of both companies and is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary

closing conditions, including, among others, approval by the stockholders of each company, the effectiveness of a registration statement

to be filed with the U.S. Securities and Exchange Commission (the “SEC”) to register the securities to be issued in connection

with the proposed merger and the satisfaction of other customary closing conditions.

The combined company plans to operate under the

name Remix Therapeutics, Inc. and will be led by Dr. Smith. Remix’s Board of Directors will become directors of the combined company,

chaired by Matthew Patterson. In conjunction with the transaction, Peter Colabuono of Decheng Capital will join the Board of Directors.

Latham & Watkins LLP is serving as legal counsel to Remix. Goldman

Sachs & Co. LLC, Jefferies and Evercore ISI are acting as the placement agents in connection with the concurrent private placement

financing. RBC Capital Markets and Canaccord Genuity are acting as Capital Markets Advisors. Cooley LLP is serving as legal counsel to

the placement agents. Fenwick & West LLP is serving as legal counsel to Passage Bio. Wedbush Securities Inc.is serving as exclusive

financial advisor for the transaction.

Conference Call and Webcast Information

The companies will host a conference call and webcast on June 24,

2026 at 4:30 P.M. ET. Participants are invited to listen here or by visiting the Investors & Media section of Passage

Bio’s website at investors.passagebio.com.

About REM-422

REM-422 is a potent, selective, and oral small

molecule mRNA degrader that induces the reduction of MYB mRNA and subsequent protein expression. REM-422 functions by facilitating the

incorporation of a poison exon in the MYB mRNA transcript, leading to nonsense-mediated decay of the transcript. REM-422 is currently

in Phase 1/2 clinical studies in both Adenoid Cystic Carcinoma (ACC) and Acute Myeloid Leukemia (AML) or high-risk myelodysplastic syndrome

(HR-MDS). The U.S. Food and Drug Administration granted REM-422 Orphan Drug Designation for ACC and AML and Fast Track designation for

ACC.

About Remix Therapeutics

Remix Therapeutics is a clinical-stage biotechnology

company developing novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin. Remix's REMaster™

technology platform leverages cutting-edge data science, biomolecular sciences and chemistry approaches to identify orally

administered compounds that modulate gene expression. Remix's innovative therapeutic approach led to the discovery of REM-422, an RNA

processing modulator in oncology, now being evaluated in Phase 1/2 clinical studies to treat acute myeloid leukemia (AML), high-risk

myelodysplastic syndrome (HR-MDS) and adenoid cystic carcinoma (ACC).

About Passage Bio

Passage Bio (Nasdaq: PASG) is a clinical stage genetic medicines company

on a mission to improve the lives of patients with neurodegenerative diseases. Passage Bio’s primary focus is the development and

advancement of cutting-edge, one-time therapies designed to target the underlying pathology of these conditions. Passage Bio’s

lead product candidate, PBFT02, seeks to treat neurodegenerative conditions, including frontotemporal dementia, by elevating progranulin

levels to restore lysosomal function and slow disease progression.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains

forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding

the proposed transaction involving Passage Bio and Remix, including the conditions to, and timing of, closing of the proposed transaction,

the Board of Directors and management of the combined company, the percentage ownership of the combined company (which is subject to

adjustment based on the amount of Passage Bio’s net cash as of the closing of the proposed transaction), and the parties’

ability to consummate the proposed transaction and private placement financing, including the intended use of net proceeds from the private

placement financing and the expected timing of closing and completion of the private placement financing, the expected issuance of the

CVR and the contingent payments contemplated by the CVR, the combined company’s expected cash and the sufficiency of the combined

company’s cash to fund operations into 2028, the listing of the combined company’s shares on Nasdaq, the expectations surrounding

the potential, safety, efficacy, and regulatory and clinical progress of Remix’s product candidates, including REM-422, and anticipated

milestones and timing, among others.

Forward-looking statements

generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words

such as “may,” “will,” “should,” “would,” “expect,” “anticipate,”

“plan,” “likely,” “believe,” “estimate,” “project,” “intend,”

and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking

statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future

performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors,

including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including

the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any

required regulatory clearances; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of

each of Passage Bio and Remix to consummate the proposed transaction; (iii) the ability of Passage Bio and Remix to integrate their businesses

successfully and to achieve anticipated synergies; (iv) the possibility that other anticipated benefits of the proposed transaction will

not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion

of the combined company’s operations, and the anticipated tax treatment of the combination; (v) potential litigation relating to

the proposed transaction that could be instituted against Passage Bio, Remix or their respective directors; (vi) possible disruptions

from the proposed transaction that could harm Passage Bio’s and/or Remix’s respective businesses; (vii) the ability of Remix

to retain, attract and hire key personnel; (viii) potential adverse reactions or changes to relationships with employees, suppliers or

other parties resulting from the announcement or completion of the proposed transaction; (ix) potential business uncertainty, including

changes to existing business relationships, during the pendency of the proposed transaction that could affect Passage Bio’s or

Remix’s financial performance; (x) certain restrictions during the pendency of the proposed transaction that may impact Passage

Bio’s or Remix’s ability to pursue certain business opportunities or strategic transactions; (xi) the combined company’s

need for additional funding, which may not be available; (xii) failure to identify additional product candidates and develop or commercialize

marketable products; (xiii) the early stage of the combined company’s development efforts; (xiv) potential unforeseen events during

clinical trials could cause delays or other adverse consequences; (xv) risks relating to the regulatory approval process; (xvi) interim,

topline and preliminary data may change as more patient data become available, and are subject to audit and verification procedures that

could result in material changes in the final data; (xvii) Passage Bio’s and Remix’s product candidates may cause serious

adverse side effects; (xviii) inability to maintain collaborations, or the failure of these collaborations; (xix) the combined company’s

reliance on third parties, including for the manufacture of materials for our research programs, preclinical and clinical studies; (xx)

failure to obtain U.S. or international marketing approval; (xxi) ongoing regulatory obligations; effects of significant competition;

(xxii) unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives; (xxiii) product liability

lawsuits; (xxiv) securities class action litigation; (xxv) the impact of general economic conditions on our business and operations,

including the combined company’s preclinical studies and clinical trials; (xxvi) the possibility of system failures or security

breaches; risks relating to intellectual property; (xxvii) significant costs incurred as a result of operating as a public company; (xxviii)

the risk that, as a result of adjustments to the exchange ratio, Passage Bio stockholders and Remix stockholders could own more or less

of the combined company than is currently anticipated, including as a result of the determination of Passage Bio’s net cash; (xxix)

risks related to the market price of Passage Bio’s common stock relative to the value implied by the exchange ratio; (xxx) the

risk that holders of the CVR may never receive any payments thereunder; (xxxi) the risk that the concurrent private placement financing

is not consummated; and (xxxii) such other factors as are set forth in Passage Bio’s periodic public filings with the SEC, including

but not limited to those described under the heading “Risk Factors” in Passage Bio’s Annual Report on Form 10-K for

the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the period ended March 31, 2026. Passage Bio and Remix can give

no assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, Passage Bio and

Remix undertake no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether

as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication relates

to a proposed transaction involving Passage Bio and Remix and may be deemed to be solicitation material in respect of the proposed transaction.

In connection with the proposed transaction, Passage Bio intends to file with the Securities and Exchange Commission (the “SEC”)

a registration statement on Form S-4 that will contain a proxy statement of Passage Bio that will constitute a prospectus with respect

to shares of Passage Bio stock to be issued in the proposed transaction (the “Proxy Statement/Prospectus”). Passage Bio may

also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus

or any other document which Passage Bio may file with the SEC. INVESTORS AND SECURITYHOLDERS OF PASSAGE BIO AND REMIX ARE URGED TO READ

THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY PASSAGE BIO WITH THE SEC, AS WELL AS ANY AMENDMENTS

OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED

TRANSACTION AND RELATED MATTERS. Passage Bio and Remix stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus

(when available) and other documents containing important information about Passage Bio, Remix and the proposed transaction that will

be filed with the SEC by Passage Bio through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the

SEC by Passage Bio will also be available free of charge on Passage Bio’s website at www.passagebio.com or by contacting Passage

Bio’s investor relations department by email at investors@passagebio.com.

No Offer or Solicitation

This communication does not

constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect

to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section

10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Participants in the Solicitation

Passage Bio, Remix and their

respective directors and executive officers may be deemed to be “participants” (as defined in Section 14(a) of the Securities

Exchange Act of 1934) in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Passage Bio’s

stockholders in connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S-4 for the proposed

transaction, which is expected to be filed with the SEC by Passage Bio. Information regarding Passage Bio’s directors and executive

officers is also available in Passage Bio’s most recent Annual Report on Form 10-K and in its definitive proxy statement for its

2026 annual meeting of stockholders filed with the SEC on April 7, 2026. Investors and securityholders of Passage Bio and Remix are urged

to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Passage Bio carefully and in their

entirety when they become available because they will contain important information about the proposed transaction.

Remix Therapeutics Contacts:

Media:

Kara Stephens-Weaver

Precision AQ

Kara.Stephens-Weaver@precisionaq.com

Investors:

Will O'Connor

Precision AQ

Will.OConnor@precisionaq.com

Passage Bio Contacts

Media:

Mike Beyer

Sam Brown Inc. Healthcare Communications

312.961.2502

mikebeyer@sambrown.com

Investors:

investors@passagebio.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2618476d1_ex99-2.htm · Sequence: 10

Exhibit 99.2

CONFIDENTIAL Modulating RNA Processing TO TARGET THE UNDRUGGABLE Investor Presentation June 2026

CONFIDENTIAL 2 Disclaimers Important Information for Investors This confidential presentation (“Presentation”) is for informational purposes only and is being provided to interested partie s s olely in their capacity as potential investors for the purpose of evaluating a potential private offering of securities (the “Pu rpose”) by Remix Therapeutics, Inc. (collectively with its subsidiaries, “Remix”), in connection with a potential business combination between Passage Bio, Inc. (collectively with its subsidiaries, “Passage”) and Remix (the “Prop ose d Transaction”). By accepting this Presentation, you acknowledge and agree that all of the information contained herein is co nfi dential, that you will use such information only for the Purpose and that you shall not use such information in any way that is detrimental to Remix or Passage. The information contained herein does not purport to be all - inclusive and neither Remix, Passage, nor any of their respective affiliates or respective control persons, officers, directo rs , employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own coun sel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting thi s Presentation, you confirm that you are not relying upon the information contained herein to make any investment or other decision. Furthermore, by accepting this presentation you will be deemed to represent that you a re an accredited investor, have the capacity to protect your own interests in connection with the offering and have sufficient k now ledge and experience in investing in investments similar to the securities to properly evaluate the merits and risks of the investment in the securities. This Presentation has been prepared by Remix. While Remix believes that the financial and other information contained herein is accurate, Remix expressly disclaims any and all liability for the contents of, or omissions from, this Presentation and for a ny other written or oral communication transmitted or made available to a recipient. This Presentation includes certain statements and estimates provided by Remix with respect to Remix's historical and anticipa ted performance as well as Remix's relative position within its market and industry. Such statements and estimates reflect variou s assumptions by Remix (some of which may not be stated) that may or may not prove to be accurate. Remix nor its affiliates or employees, directors, officers, contractors, advisors, members, successors, representat ive s or agents makes any representations or warranties (express or implied) concerning the accuracy or completeness of this Pres ent ation, nor shall they have any liability for any representations or warranties (expressed or implied) contained in, or for any omissions from or errors in, this Presentation or any other written or oral communications tra nsmitted to the recipient in the course of its evaluation of Remix and/or the Proposed Transaction. Only those particular rep res entations and warranties that may be made in a definitive agreement when, as and if one is executed, and subject to such limitations and restrictions as may be specified in such definitive agreement, shall have any l ega l effect. The projections and estimates of Remix's financial and operating performance throughout this Presentation have been provided to assist parties who may be interested in the Proposed Transaction but are not to be viewed as facts and should not be relied u pon as a representation of future results. The assumptions underlying the estimates and projections contained herein are subject to significant economic and competitive uncertainties and contingencies beyond Remix 's control. Also, judgments based upon past performance may not be necessarily indicative of future performance or industry tren ds. Consequently, no assurances are made or implied as to the reliability of such projections or estimates and the inclusion of the projections and estimates herein should not be regarded as a representation th at the projected results will be achieved. No independent accounting firm has examined or reviewed the financial estimates or pr ojections contained herein, and accordingly, no conclusion or any form of assurance with respect thereto is provided. Certain information contained in this Presentation relates to or is based on studies, publications, surveys and Remix's own i nte rnal estimates and research. In this Presentation, Remix relies on, and refers to, publicly available information and statist ics regarding market participants in the sector in which Remix competes and other industry data. Any comparison of Remix to any other entity assumes the reliability of the information available to Remix. Remix obtained thi s i nformation and statistics from third - party sources, including reports by market research firms and company filings. In addition, all of the market data included in this Presentation involve a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while Remix believ es its internal research is reliable, such research has not been verified by any independent source and Remix has not independen tly verified the information. This Presentation and the information contained herein shall be subject to the terms of the Confidentiality and Non - Disclosure A greement previously executed by the recipient. The recipient agrees not to use or disclose to any person any information cont ain ed in this Presentation, the fact that it obtained confidential information concerning Remix, the fact that discussions or negotiations are taking place, or have taken place, concerning the Proposed Transaction i nvo lving Remix, or any of the other terms, conditions or other facts with respect to any such possible transaction. In furnishing this Presentation, neither Remix nor Passage undertakes an obligation to provide the recipient with access to a ny additional information or to update or correct any information provided. This Presentation shall not be deemed an indication of the state of affairs of Remix nor shall it constitute an indication that there has been no change in the business or affairs of Remix since the date hereof. Remix and Passage expressly reserve the right, without givi ng reason, at any time and in any respect, to terminate discussions with any or all parties, to reject any or all proposals and to negotiate with any party with respect to the Proposed Transaction. No person is authorized to give any information not contained in this Presentation. No other information has been authorized by Remix to be provided other than the information contained herein. Any information not contained herein must not be relied upo n a s having been authorized by Remix. Except as otherwise indicated, this Presentation reflects information made available as of the date on the cover page of this summary. Neither the delivery of this Presentati on nor any transaction made hereunder shall, under any circumstances, create the implication that there has been no change in th e a ffairs of Remix since the respective dates at which the information is given herein or the date hereof. The information contained in this Presentation should not be assumed to have been updated at any time subsequent to the date shown on the first page of this Presentation and the delivery of this Presentation does not constitute a representat io n by any person that such information will be updated at any time after the date of this Presentation. Private Placement This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities of Remix or Pass age , nor does it constitute an offer to sell or a solicitation of an offer to buy any securities from any person in any state or ot her jurisdiction in which such offer or solicitation would be unlawful. Furthermore, nothing contained in this Presentation shall be deemed to be a recommendation to buy or sell securities of Remix or Passage, nor shall it be relie d u pon to make personal investment decisions. Recipients of this Presentation should not construe the contents hereof to constit ute legal, tax, regulatory, financial, accounting or other advice. Any recipient of this Presentation should seek advice from its own independent tax advisor, legal counsel and/or other advisor with respect to such ma tters. ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURI TIE S ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAW. ANY SECURITIES TO BE OFF ERE D IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITI ES COMMISSION OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY, AND WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON AN EXEM PTI ON FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D OR R EGU LATION S UNDER THE SECURITIES ACT). THIS DOCUMENT DOES NOT CONSTITUTE, OR FORM A PART OF, AN OFFER TO SELL OR THE SOLICITATIO N O F AN OFFER TO BUY IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. Forward - Looking Statements Certain statements in this Presentation may constitute “forward - looking statements.” Forward - looking statements include, but are not limited to, statements regarding Remix's expectations, hopes, beliefs, intentions or strategies regarding the future incl ud ing, without limitation, statements regarding: Remix's RNA processing platform and product candidates, including the safety or efficacy of REM - 422; Remix's clinical trials in adenoid cystic carcinoma (“ACC”), ac ute myelogenous leukemia (“AML”) & high - risk myelodysplastic syndrome (“HR - MDS”), including the timing of regulatory filings and data readouts and other developments or results in connection therewith; expected interactions or filings with regulators, including the Food & Drug Administration (“FDA”) and European Medicines Agency (“EMA ”); the market opportunity, potential for combination therapies or other potential indications for REM - 422; the expected timing of commercialization of any of its product candidates, including REM - 422; the potential of Remix's discovery programs, including RXSM - 1244 or other programs targeting MYC - dependent cancers and related pre - clinical studi es; Remix's expected cash runway; Remix's collaborations with third parties; and the Proposed Transaction, including any info rma tion with respect to the combined company and any anticipated benefits from the Proposed Transaction. In addition, any statements that refer to projections, forecasts, or other characterizations of future eve nts or circumstances, including any underlying assumptions, are forward - looking statements. The words “anticipate,” “believe,” “ continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would,” “aim,” “target,” “commit,” and similar expressions may identi fy forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Forward - looking statements are based on current expectations and assumptions that, while considered reasonable, are inherently u ncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertain tie s. Risks and uncertainties that may cause actual results to differ materially from current expectations include, but are not limited to: uncertainties inherent in preclinical studies and clinical trials; risks and un cer tainties regarding whether results from preclinical studies and clinical trials will be predictive of the results of future t ria ls; risks related to the expected timing of submissions to regulatory authorities and timing for review by such regulatory authorities; risks and uncertainties related to collaborations with third parties; competition; the risk that Re mix may not be able to execute on its business plans and strategies; risks and uncertainties related to the Proposed Transact ion , including the risk that the Proposed Transaction may not be consummated on the anticipated terms or at all; the risk that the parties' expectations with respect to the benefits of the Proposed Transaction and the com bin ed company may not be realized; and risks related to market volatility and global economic conditions. Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved. You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neith er Remix nor Passage undertakes or accepts any duty to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or in the events, conditions or circumstances on which any such statement is based. This Presentation does not purport to summarize all of the conditions, risks and other attributes of an investment in Remix, Pas sage or the combined company or otherwise with respect to the Proposed Transaction. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the propert y o f their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but Remix and Passage will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these tradem ark s, service marks, trade names and copyrights. Confidentiality Notice This Presentation is intended exclusively for the individual or entity to which it is addressed. This Presentation and the ac com panying communication may contain information that is proprietary, privileged, confidential or otherwise legally exempt from dis closure. If you are not an intended recipient, you are not authorized to read, print, retain, copy or disseminate this Presentation or any part of it. If you have received this Presentation in error, please notify the s end er immediately and delete all copies of this Presentation. Parties who do not wish to pursue this matter, or upon the request of Remix or Passage, shall promptly return all material re cei ved from Remix and/or Passage including this Presentation and other material received in the course of investigation. NONE OF RE MIX, PASSAGE, OR ANY OF THEIR CUSTOMERS, VENDORS, OR PARTNERS SHOULD BE CONTACTED DIRECTLY UNDER ANY CIRCUMSTANCE.

CONFIDENTIAL 3 Risk Factors Risk Factors Both Remix and Passage are subject to various risks associated with their businesses and their industries. In addition, the P rop osed Transaction, including the possibility that the Proposed Transaction may not be completed, poses a number of risks to each company and its respective securityholders. All references to “we,” “us” or “our” refer to the businesses of Remix an d P assage prior to the consummation of the Proposed Transaction. The risks described below make up a non - exhaustive list of the key risks related to Remix and Passage’s businesses and the factors that could cause actual results to differ fro m t he forward - looking statements described in this Presentation. This list has been prepared solely for potential private placement investors in connection with the Proposed Transaction and not for any other purpose. You should carefully consider the se risks and uncertainties, as well as other risks set forth in the section entitled “Risk Factors” in Passage's most recent quarterly report on Form 10 - Q, its most recent annual report on Form 10 - K and its other SEC filings. You should also carr y out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this private placement transaction before making an investment decision. The list below is qualified in i ts entirety by disclosures contained in future documents filed or furnished in respect of the Proposed Transaction with the SEC: • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encount er. We have incurred significant losses since inception, we have not generated any revenue from product sales to date and may never do so. • REM - 422, our lead product candidate, is currently in clinical development and has not received regulatory approval. There is no assurance that our clinical trials will be successful or that we will obtain regulatory approval for REM - 422 or any other product candidate on the timelines we expect, or at all. • Our clinical trials of REM - 422 in ACC and AML/HR - MDS, as well as our other product candidates, may not demonstrate sufficient sa fety and efficacy to obtain regulatory approval. We may be unable to advance product candidates through clinical development, or commercialize them if approved, and we may experience significant delays in doing so. • Our expectations regarding a Breakthrough Therapy Designation filing for REM - 422 and EMA interactions are subject to regulatory uncertainty, and there can be no assurance that such designations or favorable outcomes will be obtained. • Our current or future product candidates may cause adverse or other undesirable side effects that could delay or prevent thei r r egulatory approval, limit the commercial profile of an approved label, or result in significant negative consequences following marketing approval, if any. • Even if the Proposed Transaction and the proposed private placement transaction are successful, we will require substantial a ddi tional capital to finance our operations in the future. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce or eliminate our development and pre - clinical programs, current or future cl inical trials or future commercialization efforts. • Our expectations regarding our cash runway and ability to reach data inflection points are based on numerous assumptions that ma y prove to be untrue; we may be required to raise capital sooner than anticipated and our exposure to certain contingent liabilities and contractual obligations may be greater than anticipated. • We operate in intensely competitive markets that include companies with greater financial, technical and marketing resources tha n us. Competitive products may impair our product candidates’ development or limit their commercial potential. • We depend on collaborations with third parties, including Roche Holding AG, and there can be no assurance that our collaborat ors will fulfill their obligations, that our collaborations will yield the anticipated milestone payments or royalties, or that these collaborations will not be terminated. • Failure to manage our growth effectively could cause our business to suffer and have a material adverse effect on our ability to execute our business strategy, as well as operating results and financial condition. • As our costs increase, we may experience fluctuations in our operating results, which could make our future operating results di fficult to predict or cause operating results to fall below analysts’ and investors’ expectations. • Our RNA processing discovery programs, including our MYC - targeting program, are at early stages of development and may not resul t in product candidates that can be advanced into clinical trials or ultimately receive regulatory approval. • The biomarker - based patient selection strategy for REM - 422 in ACC is based on preliminary clinical observations, and there can b e no assurance that this approach will be validated in confirmatory studies or accepted by regulatory authorities for product labeling. • If we are unable to obtain and maintain patent and other intellectual property protection for our technology and product cand ida tes, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize technology and product candidates similar or identical to ours, and our ability to successful ly commercialize our technology and/or product candidates may be impaired. • We may be subject to intellectual property rights claims by third parties, which are costly to defend, could require us to pa y s ignificant damages and may disrupt our business and operations. • We are party to license agreements and collaboration agreements with third parties pursuant to which we obtained or granted r igh ts to certain intellectual property; termination of these agreements or the failure to comply with obligations thereunder could materially harm our business. • The conditions to complete the Proposed Transaction may not be satisfied, we may not realize the expected benefits of the Pro pos ed Transaction, or we may uncover liabilities following the consummation of the Proposed Transaction that we had not anticipated. • The shares acquired in the proposed private placement transaction will be subject to registration with the SEC, and upon regi str ation, the share price may be volatile due to a variety of factors, such as changes in the competitive environment in which we operate, the regulatory framework of the industry in which we will operate, developments in our business and oper ati ons and changes in our capital structure.

CONFIDENTIAL 4 Merger of Remix Therapeutics and Passage Bio Overview Transaction Summary Management and Board • Remix, a clinical - stage biotechnology company developing novel small molecule therapies designed to reprogram RNA processing and address disease drivers at their origin intends to merge with Passage Bio, Inc (Nasdaq: PASG) • Passage exploration of strategic alternatives initiated in April 2026, evaluating several potential candidates • Supported by the Board of Directors of both companies and subject to stockholder approval and other customary closing conditions • Combined company will focus on advancing the development of Remix programs and targets • Merger expected to close in the second half of 2026 • Pro forma ownership: 92.6% Remix and 7.4% Passage, after giving effect to Remix concurrent financing • Combined company will be well capitalized including $100MM from concurrent financing, combined with Passage’s anticipated cash at the closing of the merger • Merger and combined financings will fund the company into early 2028, past significant value creation readouts in ACC and AML/MDS and potential commercial readiness • Remix management will operate pro forma company • Combined Board of Directors to be comprised of members in proportion to the ownership of Passage immediately following the closing.

CONFIDENTIAL 5 Remix Therapeutics • REM - 422, the first drug candidate observed to inhibit MYB with clinically meaningful activity in Adenoid Cystic Carcinoma (ACC) • Durable RECIST responses (43% ORR observed) in biomarker positive patients at RP2D; 100% Disease Control Rate • 24 mg Recommended Phase 2 Dose is generally well - tolerated • Fast - Track and Orphan Drug Designation granted in ACC, End - of - Phase 1 meeting complete • ACC Phase 2 cohort enrolling, expecting full enrollment in 2H 2026 • $600M+ US sales opportunity with potential meaningful further upside & potential launch in 2028 • AML/MDS: Responses observed in ongoing dose escalation study • Oncology discovery program targeting MYC - dependent cancers • $100M financing to fund Phase 2 trial readout in mid year 2027

CONFIDENTIAL 6 INVESTORS BOARD Experienced management team with deep domain expertise PETE SMITH Co - Founder, President & CEO H3 Biomedicine, Takeda, Millennium HEATHER WASSERMAN Chief Business / Operating Officer Eli Lilly, Human Genome Sciences MYTHILI KONERU Chief Medical Officer Legend, Marker, Eli Lilly DOM REYNOLDS Chief Scientific Officer H3 Biomedicine, Forma, Millennium Matt Patterson Chair Kevin Bitterman, PhD Atlas Ventures Jeff Goater The Column Group Michael Rome, PhD Foresite Capital Pete Smith, PhD Remix CEO Maria Koehler, MD Independent Scott Biller, PhD Independent Linda Bain Independent MIKE WYZGA Interim Chief Financial Officer V ectory Tx, Yumanity Tx, Needham & Company, Citigroup

CONFIDENTIAL 7 Small molecule pipeline targeting high value oncology targets Anticipated Milestone Rights Clinical Pre - Clinical Discovery Indications Mechanism Target/Compound ORR / DoR Data Mid ’27 Adenoid Cystic Carcinoma mRNA degrader MYB/REM - 422 RP2D Data Mid '27 AML/MDS Entering clinic in ‘27 Others (e.g. BRCA, lymphoma, CRC) Entering clinic in ‘28 MYC - dependent cancers (~25% of all cancers) mRNA degrader Oncology program Oncology and CNS Degradation Additional Targets Not disclosed Multiple Therapeutic Areas Degradation Additional Targets

CONFIDENTIAL 8 Adenoid Cystic Carcinoma has a high unmet medical need • Malignant epithelial tumor arising predominantly in salivary glands and other glandular tissues; high rates of perineural invasion and relentless growth/metastasis • 1,500+ new patients ¹ per year in the US; prevalence is ~13K – 16K ² • MYB genetic driver of the disease, ~60 - 65% are MYB Biomarker PE positive ³ • MYB dysregulation observed in both subtypes of ACC ⁴ • ~25 - 30% ACC - I • ~70 - 75% ACC - II • High unmet need, No FDA - approved treatments Lacrimal Gland Head & Neck (60 - 70%), predominantly salivary gland Lung ACC Sites by Organ 5 Breast Female Genital Tract Skin May present in other organs Critical need for a precision therapy that targets the molecular driver of ACC ¹ Boyle et al., J Clin Oncol. 2020; Wang et al., Cancer Epidemiol . 2026; Epiphany Partners Inc., EpiOncology Custom Analysis . 2026, ² ClearView literature review and market research , 3 Remix Data on File, 4 Ferraroto et al., 2021, Remix data on file, 5 Li et al., Cancer. 2012;118(16):3945 - 3953

CONFIDENTIAL 9 Surgery is the standard of care, and up to 75% of patients will relapse *Lenvatinib, ¹Tchekmedyian et al., ²J Clin Oncol. 2019, Locati et al., Cancer, 2020, ³ Laurie SA et al., Lancet Oncol 2011 ⁴P utnam Associates, Qualitative Research (Q1 2021) & KOL discussions Patients under active surveillance eventually need systemic therapy • Surgery standard of care • Disease will recur in ~50 - 75%⁴ of patients • Nearly all patients with recurrence will require systemic treatment • TKIs and chemo offer low response and tolerability challenges No Yes Active surveillance Surgery or Radiation Amenable to local therapy? No Yes VEGFR TKI* Clinical trial Chemo NCCN (category 2B): 11 - 15% ORR, 7 - 9 mo mPFS 1,2 13% ORR 5 - 20 mo mPFS³ Recurrence / Metastasis 50 - 75% (10 - 30%) (70 - 90%) Newly Diagnosed NCCN Guidelines High Unmet Need for Targeted Treatment

CONFIDENTIAL 10 REM - 422 the first MYB inhibitor in clinical development Majority of ACC patients express oncogenic MYB REM - 422 designed to induce degradation of MYB mRNA MYB Expression* MYB translocation drives high expression MYB Expression The majority of ACC patients expressing oncogenic MYB can potentially be addressed by REM - 422 The MYB poison exon is detectable using an IUO assay in clinical trials *Source: Tempus Lens Real - world database IUO = Investigational Use Only

CONFIDENTIAL 11 ACC PDX model Tumor regressions observed in additional 2 ACC PDX models Biomarker positive treated with REM - 422 REM - 422 demonstrated antitumor activity in biomarker positive ACC PDX models Biomarker/Poison Exon positive MYB NFIB ACC PDX model Biomarker/Poison Exon negative MYB NFIB Poison exon REM - 422 showed selective activity in Biomarker positive preclinical PDX models

CONFIDENTIAL 12 A Poison Exon in MYB defines the majority of High - Risk ACC Patients ~25% ACC - I ~ 75% ACC - II ~25 - 30% ACC - I ~70 - 75% ACC - II 86% PE + ve 53% PE + ve Molecular profiling data from 307 ACC patients 1 Poor prognosis regardless of ACC subtype 1 PE + ve PE - ve • MYB biomarker (Poison Exon) present in ~60 - 65% of ACC patients 1 • MYB biomarker present Type I and Type II ACC 1 • Associated with significantly worse OS 1 • Potentially Predicts REM - 422 sensitivity 1 Source: Tempus AI and Remix Data on File

CONFIDENTIAL 13 REM - 422 offers potential to become the new standard of care for ACC REM - 422 U.S. Sales Estimate: $600M + Potential projected US launch: 2028 CDx Testing Education Patient Support Scaling Potential U.S. Commercial Capabilities for REM - 422 ACC Patient Flow • Over the course of treatment journey, patients may have multiple recurrences • Most patients who recur will eventually require systemic treatment

CONFIDENTIAL 14 NON - CONFIDENTIAL CONFIDENTIAL 14 REM - 422 Phase 1 studies: • Adenoid Cystic Carcinoma • AML and High - Risk MDS

CONFIDENTIAL 15 18 and 24mg doses evaluated to identify optimal dose Ph1 DOSE ESCALATION (all - comers): N = 69 Abbreviations: PK = Pharmacokinetics; PD = Pharmacodynamics; RP2D = Recommended Phase 2 Dose; R/M = Recurrent/Metastatic; ACC = Adenoid Cyst ic Carcinoma; DL = Dose Level; N = Number; ORR = Objective Response Rate; Ph = Phase; BICR = Blinded Independent Central Review NCT #: NCT06118086 DL1 (3mg) N = 6 DL2 (6mg) N = 4 DL3 (13mg) N = 4 DL4 (18mg) N = 16 DL5 (24mg) N = 15 DL6 (30mg) N = 9 DL7 (38mg) N = 9 DL8 (48mg) N = 6 Ph2 COHORT (PE+): N = 40 - 50 PRIMARY OBJECTIVE — SAFETY, RP2D Secondary objectives — PK, PD and efficacy • Recurrent or metastatic (R/M) ACC • Tumor biopsies retrospectively assessed for MYB status RP2D 24mg Key Eligibility: • R/M, locally advanced unresectable ACC • Disease progression within 12m • Biomarker positive tumor PRIMARY OBJECTIVE — ORR (BICR) Ph1/2 ARIA ( A study of R EM - 422 I n A denoid Cystic Carcinoma) Dosing: oral REM - 422 once daily

CONFIDENTIAL 16 Phase 1 enrolled all - comers ACC and determined biomarker status retrospectively Datacut: 24Apr2026 Abbreviations: ECOG = Eastern Cooperative Oncology Group (Performance Status) *MYB PE positive + MYB IHC high/PE unknown & A CC Subtype as defined by Ferrarotto et al., 2021 41 (59%) 13 (19%) 8 (12%) 3 (4%) 3 (4%) 1 (1%) PRIMARY SITE Salivary • Major • Minor Non - Salivary • Trachea/Bronchial/Lung • Lacrimal • Breast • Esophageal 11 (16%) 35 (51%) 23 (33%) HISTOLOGY Solid/high - grade transformation Non - solid Unknown 18 (26%) 34 (49%) 17 (25%) ACC SUBTYPES & I II Unknown 35 (51%) 30 (43%) 4 (6%) BIOMARKER* Positive Negative Unknown 57 (20 - 82) AGE, MEDIAN (RANGE) 42 (61%) 27 (39%) SEX Female Male 59 (85%) 6 (9%) 4 (6%) RACE White Asian Not reported 44 (64%) 25 (36%) ECOG 0 1 17 (25%) 16 (23%) 36 (52%) PRIOR SYSTEMIC RX 0 1 2+ N = 69 N = 69 Demographics and disease characteristics

CONFIDENTIAL 17 REM - 422 PK/PD REM - 422 plasma exposure by dose level Abbreviations: PK = Pharmacokinetics; PD = Pharmacodynamics; RP2D = Recommended Phase 2 Dose 0 500 1000 1500 2000 Dose (mg) A U C 0 - 2 4 ( h * n g / m L ) R 2 = 0.80 C1D15 3 6 12 18 24 30 38 48 30mg Protein (IHC) Screening On Treatment MYB levels in tumor • Observed dose proportional increase in exposures • Robust target engagement observed in tumor biopsies • 24mg (RP2D) selected based on PK/PD, efficacy and safety results 6 18 24 30 38 48 -100 -80 -60 -40 -20 0 M Y B m R N A ( % p r e - t r e a t m e n t ) (1) (2) (1) (1) (2) (1) mg n mRNA

CONFIDENTIAL 18 Notes: TEAEs were reported using Medical Dictionary for Regulatory Activities, version 28.0; P ercentages rounded to nearest whole number ; # of subjects (%) reported in table Abbreviations: TEAE = Treatment - Emergent Adverse Event; TRAE = Treatment - Related Adverse Event; SAE = Serious Adverse Event; DLT = Dose - Limiting Toxicity; N = number; RP2D = Recommended Phase 2 Dose 48mg QD N = 6 38mg QD N = 9 30mg QD N = 9 24mg QD N = 15 18mg QD N = 16 12mg QD N = 4 6mg QD N = 4 3mg QD N = 6 6 (100) 9 (100) 7 (78) 15 (100) 15 (94) 4 (100) 3 (75) 4 (67) TRAE 4 (67) 6 (67) 2 (22) 1 (7) 3 (19) 1 (25) 0 1 (17) TRAEs ≥ Grade 3 1 (17) 2 (22) 2 (22) 0 1 (6) 0 0 0 Discontinuations due to TRAEs 5 (83) 7 (78) 2 (22) 8 (53) 9 (56) 1 (25) 1 (25) 0 Interruptions due to TRAEs 2 (33) 4 (44) 1 (11) 1 (7) 2 (13) 0 0 0 Dose reduction due to TRAEs 2 (33) 1 (11) 2 (22) 2 (13) 2 (13) 1 (25) 0 0 REM - 422 related SAEs Overall summary of AEs by starting dose level No DLTs observed at any dose level Tolerable Profile particularly at 24mg (RP2D)

CONFIDENTIAL 19 TOTAL N = 69 48mg QD N = 6 38mg QD N = 9 30mg QD N = 9 24mg QD N = 15 18mg QD N = 16 12mg QD N = 4 6mg QD N = 4 3mg QD N = 6 8 (12) 2 (33) 3 (33) 1 (11) 0 1 (6) 0 0 1 (17) Lymphocyte count decreased 2 (3) 1 (17) 1 (11) 0 0 0 0 0 0 Neutrophil count decreased 2 (3) 1 (17) 1 (11) 0 0 0 0 0 0 White blood cell count decreased 1 (1) 1 (17) 0 0 0 0 0 0 0 Aspartate aminotransferase increased 1 (1) 1 (17) 0 0 0 0 0 0 0 Blood alkaline phosphatase increased 6 (9) 2 (33) 1 (11) 2 (22) 0 1 (6) 0 0 0 Anaemia 3 (4) 1 (17) 1 (11) 1 (11) 0 0 0 0 0 Fatigue 1 (1) 0 1 (11) 0 0 0 0 0 0 Face oedema 1 (1) 0 1 (11) 0 0 0 0 0 0 Malaise 3 (4) 0 0 1 (11) 1 (7) 1 (6) 0 0 0 Peripheral motor neuropathy 2 (3) 0 1 (11) 1 (11) 0 0 0 0 0 Peripheral sensory neuropathy 2 (3) 0 0 1 (11) 0 1 (6) 0 0 0 Muscular weakness 1 (1) 0 1 (11) 0 0 0 0 0 0 Acute kidney injury 1 (1) 0 1 (11) 0 0 0 0 0 0 Proteinuria 2 (3) 1 (17) 0 0 0 0 1 (25) 0 0 Epistaxis Notes: TRAEs were reported using Medical Dictionary for Regulatory Activities, version 28.0; P ercentages rounded to nearest number; # of subjects (%) reported in table Abbreviations: TRAE = Treatment - Related Adverse Event, SOC = Systems Organ Class, QD = once a day ; RP2D = Recommended Phase 2 Dose . TRAEs Gr3 - 4 by preferred term Only 2 patients had Gr4 TRAEs: 1) 38mg: neutrophil and lymphocyte counts decreased 2) 48mg: lymphocyte count decreased Minimal TRAEs Gr3 - 4 at 24mg (RP2D) underscores potential safety and tolerability

CONFIDENTIAL 20 Radiographic images Baseline On - treatment (M5) Note: Efficacy dataset includes all patients with measurable target lesions at baseline and at least 1 post - treatment scan (N = 60) -80 -60 -40 -20 0 20 40 Subjects B e s t % c h a n g e i n t a r g e t l e s i o n s Biomarker Status Biomarker Positive Biomarker Negative Unknown Ongoing ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ Change in tumor size from baseline by biomarker status Biomarker positive tumors demonstrated robust anti - tumor activity with many remaining on - treatment

CONFIDENTIAL 21 DCR (%) ORR (%) # of Responders N Response evaluable subgroup 95% 37% 7 19 BM+ ≥ 24mg 100% 43% 3 7 BM+ at 24mg Notes: 1) ORR includes uPR ; 2) Patients with starting doses ≥30mg who remain on treatment reduced to 24mg; 3) One patient (30mg) excluded due to treatment d isc ontinuation unrelated to REM - 422 during C1. Abbreviations: mDOT = median Duration of Treatment; mDOR = median Duration of Response; BM = Biomarker; DCR = Disease Control Rate; ORR = Objective Response Rate, N = Number; RP2D = Recommended Phase 2 Dose; uPR = unconfirmed PR Best percentage change in tumor size from baseline by dose -80 -60 -40 -20 0 20 40 60 B e s t % c h a n g e i n t u m o r s i z e 3mg 6mg 12mg 18mg 24mg (RP2D) 30mg 48mg38mg Ongoing ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ ➔ Subjects • Clinical responses achieved in biomarker positive tumors at doses of ≥12mg • In biomarker positive tumors, ORR = 43% and DCR = 100% indicates encouraging clinical activity at RP2D • Best clinical activity noted at 24mg (RP2D) due to both robust target engagement and tolerability

CONFIDENTIAL 22 Notes: *Treatment beyond progression; + = ongoing ; † Pt on tx - hold; A CC Subtype as defined by Ferrarotto et al., 2021 Abbreviations: cPR = confirmed PR; uPR = unconfirmed PR; Pt = Patient, TL = Target Lesions; Tx = treatment; DOT = Duration of Treatment; DOR = Duration of Response DOR (months) DOT (months) # Prior Lines of Therapy ACC Subtype Histology Response Dose Level Pt ID 15+ 23+ 0 ACC - II Solid component cPR 12mg 1 6+ 10+ 2+ ACC - I Cribriform cPR 18mg 2 6 20+ * 1 ACC - II Cribriform uPR 24mg 3 12+ 19+ 1 ACC - I Unknown cPR 24mg 4 13+ 19+ 2+ Unknown Solid component cPR 24mg 5 5+ 12+ 2+ Unknown Unknown cPR 38mg 6 1+ 16+ 2+ ACC - II Tubular uPR 38mg 7 2 5 2+ ACC - I Cribriform uPR 48mg 8 7+ 14+ 2 Unknown Unknown cPR 48mg 9 † Sustained objective responses demonstrated across ACC - I/II and irrespective of prior lines of therapy -80 -60 -40 -20 0 20 B e s t % c h a n g e i n t a r g e t l e s i o n s 1 3 5 7 9 11 13 15 17 19 21 23 25 Pt5 Pt6 Pt3Pt1 Pt7 Pt4Pt2 Pt8 Pt9 Months • Anti - tumor activity observed across ACC subtype, histologies , and after multiple lines of therapy (including ADCs) • Long durability with patients on therapy for up to 2 years and ongoing ( mDOR not reached) • Responses have deepened over time

CONFIDENTIAL 23 REM - 422 offers compelling value proposition in ACC • High unmet need in ACC, with no FDA - approved treatments • Therapeutic candidate designed to target molecular driver of ACC • Favorable clinical results • Robust results – 43% ORR at RP2D, 100% disease control rate • Long durability with patients on therapy for up to 2 years and ongoing ( mDOR not reached) • 24 mg RP2D: established biomarker selection in collaboration with Tempus AI • Generally well - tolerated with no DLTs • Oral, once daily dosing REM - 422: $600M+ U.S. opportunity with potential meaningful upside

CONFIDENTIAL 24 AML and High - Risk MDS are MYB - driven malignancies • Acute myelogenous leukemia (AML) & high - risk myelodysplastic syndrome (HR - MDS ) • ~25,000 treatable AML/HR - MDS patients in the US • MYB is a master transcriptional regulator of leukemogenesis • REM - 422 is active across multiple genetic subtypes in AML preclinical models (e.g. NPM1, FLT3, rMLL , IDH, p53, Ras etc ) Cancer Dependency Map data AML cell lines have a lineage - wide dependency on MYB

CONFIDENTIAL 25 REM - 422: Robust monotherapy/combination activity in AML models M4 (myelomonocytic) AML pt relapsed after chemotherapy with complex cytogenetics Vehicle REM - 422 10 mg/kg SURVIVAL BENEFIT IN PDX MODEL Monotherapy Activity ERADICATED hCD45+ AML BLASTS Combination Activity ADDITIVE/SYNERGISTIC ACTIVITY IN LEUKEMIA CELL PANEL REM - 422 has shown preclinical activity as a monotherapy and is additive/synergistic activity with multiple therapies NOTE: Preclinical results may not be predictive of clinical outcomes

CONFIDENTIAL 26 Ph1 Study in Patients with R/R AML or HR - MDS DOSE ESCALATION Up to 2 dose levels evaluated to identify optimal dose PRIMARY OBJECTIVE — SAFETY, MTD, RP2D Secondary and exploratory objectives — PK, PD and efficacy DL1 (1mg) No. treated = 3 DL2 (3mg) No. treated = 4 DL3 (6mg) No. treated = 5 DL4 (12mg) No. treated = 4 DL5 (18mg) No. treated = 4 EXPANSION PHASE (N=20) PRIMARY OBJECTIVE — ORR Secondary objectives PFS, DOR, OS, CBR, Safety RP2D MTD – Maximum tolerated dose, RP2D – recommended Phase 2 dose, PK – pharmacokinetics, PD – pharmacodynamics, ORR – Overall Response Rate, PFS – Progression Free Survival, DOR – Duration of Response, OS – Overall Survival, CBR – Clinical Benefit Rate Azole cohorts DL1 (3mg) No. treated = 4 DL2 (6mg) No. treated = 8 DL3 (12mg) No. treated = 5 DL4 (18mg) No. Treated = 4 Non - Azole cohorts Consistent PK across both cohorts to date with no evidence of azole interaction Do se escalation ongoing DL5 (24mg) No. Treat = 5 DL6 (24mg) Treated = 5 30 mg dose level completed

CONFIDENTIAL 27 Preliminary Anti - tumor Activity. RP2D not reached Dose dependent reduction of MYB mRNA levels was observed in bone marrow biopsies Additional patients with blast count reductions observed in ongoing dose escalation study From live database last updated Mar 18, 2026 Response Cytogenetics /Mutations Prior Therapies Dose (mg) Indication CR (durable 15 months ongoing) P53, MSH3, complex karyotype, monosomy 17 Decitabine/cedazuridine, fludarabine, MUD, decitabine/cedazuridine 6 HR - MDS CR i (durable for 6 months) STAG2, TET2, SRSF2, CUX1, MPL Venetoclax/Azacitidine 12 AML MLFS PTPN11, PHF6 Multiple including HSCT, Ven, MTX 12 AML CR uni P53, DNMT3A, MRE11 CD70 Ab/Aza, MUD, decitabine/cedazuridine 30 HR - MDS CR L P53, ASXL1 Magrolimab/Aza, Aza, lenalidomide 30 HR - MDS CR = Complete Remission, Cri Complete Remission with Incomplete Recovery, CRuni = Complete Remission Unilineage , CRL = Complete Remission with Limited Count Recovery, MLFS = Morphological Leukemia - Free State

CONFIDENTIAL 28 REM - 422 indication expansion potential in heme and solid tumors Breast Cancer MYB dysregulation MYB high expression Lymphoma Overexpression Colon Cancer Overexpression Disease Tumor agnostic Fusion & amplification MYB DEPENDENCY ACROSS SEVERAL LINEAGES (D epMap ) MYB DYSREGULATION IN BREAST CANCER PMIDs: 17690249 and 38593782

CONFIDENTIAL 29 CONFIDENTIAL 29 Pipeline programs

Genetically Defined Diseases Patient Selection Criteria REMIX TARGETS & DRUGS DATA SCIENCE Integrated database of >350k internal and external transcriptome datasets Proprietary algorithms & AI/ML BIOLOGY & BIOMOLECULAR SCIENCES Functional & genetic validation of targets Fit for purpose high - throughput multiplexed screens MEDICINAL & COMPUTATIONAL CHEMISTRY Proprietary small molecule library targeting RNA/protein complexes RNA - protein complex structural biology

CONFIDENTIAL 31 Non - confidential Targeting MYC, an oncogenic transcription factor dysregulated across cancer • MYC amplification/activation occurs in ~28% of all tumors • Remix developing a novel mRNA degrader approach targeting a regulator of MYC t o prevent signaling via all 3 MYC paralogs MYC dysregulation Total US New Cases (k/yr) Indication c - MYC translocation 16 - 20 Diffuse large B - cell lymphoma (DLBCL) 3 Burkitt lymphoma (BL) MYC amplification frequencies >20% (c - MYC, N - MYC, or L - MYC) 21 Ovarian 22 Esophageal 30 Gastric 58 Head and neck 67 Pancreatic >1/3 of patients have c - MYC overexpression 154 Colorectal 313 Prostate Wang, et al., 2024 Blood Cancer J Blum et al. , 2004 Blood Clipson et al. , 2015 J Pathol Clin Res Schaub et al. , 2018 Cell Systems US case numbers per SEER Llombart et al., eBioMedicine , 2021

CONFIDENTIAL 32 Discovery program targeting oncogenic MYC signaling high prevalence dysregulation across multiple solid and heme malignancies MYC - dependent upregulated pathways MYC - dependent downregulated pathways Small molecule mRNA degrader phenocopies genetic knockdown Regulator siRNA MYC siRNA Small molecule 0.1 1 10 100 1000 10000 0 5 10 15 20 RXSM-1244 Concentration (nM) F o l d C h a n g e Poison Exon inclusion mRNA reduction 0.1 1 10 100 1000 10000 0.0 0.5 1.0 RXSM-1244 Concentration (nM) F o l d C h a n g e qPCR, 24h, n = 3 Western Blot, 72h RXSM - 1244 Protein anti - β - actin DMSO Protein depletion Novel mRNA degraders potently reduce mRNA and protein levels through a poison exon inclusion mechanism IC 50 = 18 nM DC 50 = 30 nM

CONFIDENTIAL 33 RXSM - 1244 demonstrated potent mRNA and protein target engagement and robust tumor growth inhibition in a mouse CDX model protein reduction mRNA reduction Vehicle RXSM-1244 0 2 4 6 F o l d c h a n g e o v e r V e h i c l e Vehicle RXSM-1244 0.00 0.25 0.50 0.75 1.00 1.25 F o l d c h a n g e o v e r V e h i c l e QDx3 study. mRNA and protein analysis from samples collected 6 hr post - last dose poison exon inclusion anti - Target Protein anti - Vinculin RXSM - 1244 Vehicle • RXSM - 1244 showed well behaved rodent PK profile • Observed in vivo poison exon inclusion, concomitant mRNA degradation and protein reductions • Induced regressions in multiple MYC addicted cell - line derived xenograft models 0 5 10 15 20 25 30 0 250 500 750 1000 1250 Day of Treatment T u m o r V o l u m e ( m m 3 ) MYC - amplified CDX BWL = - 8.9%

CONFIDENTIAL 34 Remix Therapeutics is Well - Positioned For Significant Growth Near - Term Inflection Points Experienced Management Team and Investors Strong Pro - Forma Balance Sheet • REM - 422 in ACC - ORR and DoR data expected in mid’27 • REM - 422 in AML/MDS: RP2D and initial data expected in mid’27 • Discovery program Development Candidate Progression • Strong Management Team with significant expertise growing and commercializing assets • Robust investor syndicate led by Atlas, Column Group, Foresite , Arch, Casdin , Surveyor and Alexandria • ~$245MM of capital investment to date from top - tier investors • Potential for over $1 billion in milestone payments and tiered royalties from collaboration with Roche • $100MM PIPE 2H’26 and net cash from Passage Bio • Expected pro - forma cash runway into 1H'28

CONFIDENTIAL 35 Disclaimers Additional Information and Where to Find It This presentation relates to a proposed transaction involving Passage Bio and Remix and may be deemed to be solicitation mate ria l in respect of the proposed transaction. In connection with the proposed transaction, Passage Bio intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on For m S - 4 that will contain a proxy statement of Passage Bio that will constitute a prospectus with respect to shares of Passage Bio stock to be issued in the proposed transaction (the “Proxy Statement/Prospec tus ”). Passage Bio may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus or any other document which Passag e B io may file with the SEC. INVESTORS AND SECURITYHOLDERS OF PASSAGE BIO AND REMIX ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED BY PASSAGE BI O WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PRO POS ED TRANSACTION AND RELATED MATTERS. Passage Bio and Remix stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and oth er documents containing important information about Passage Bio, Remix and the proposed transaction that will be filed with the SEC by Passage Bio through the website maintained by the SEC at www.sec.gov . Copies of the documents filed with the SEC by Passage Bio will also be available free of charge on Passage Bio’s website at www.passagebio.com or by contacting Passage Bio’s investor relations department by email at investors@passagebio.com. No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitati on of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as a men ded, and otherwise in accordance with applicable law. Participants in the Solicitation Passage Bio, Remix and their respective directors and executive officers may be deemed to be “participants” (as defined in Se cti on 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SE C rules, be deemed participants in the solicitation of proxies from Passage Bio’s stockholders in connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S - 4 f or the proposed transaction, which is expected to be filed with the SEC by Passage Bio. Information regarding Passage Bio’s directors and executive officers is also available in Passage Bio’s most rec ent Annual Report on Form 10 - K and in its definitive proxy statement for its 2026 annual meeting of stockholders filed with the SEC on April 7, 2026. Investors and securityholders of Passage Bio and Remix ar e u rged to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by Passage Bio carefully and in their entirety when they become available because they will c ont ain important information about the proposed transaction.

NON - CONFIDENTIAL CONFIDENTIAL 35 Thank you.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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