definiens: ) contemplating the sale of Assets ( as defined therein ) of [COMPANY] and documents ( the ) relating to a secured loan being extend ed to [COMPANY] by [COMPANY] ( the ) . The Merger and Contribution Agreem ent provides for the issuance of shares of Vaxcel Common Stock and a warrant to p urchase shares of Vaxcel Common Stock to [COMPANY] in exchange for [COMPANY] 's contr ibution to Vaxcel of the Secured Loan and a cash payment in an amount equal to Four Million Dollars ( $ 4,000,000 ) minus the aggregate principal and inte rest balance outstanding under the Secured Loan, subject to adjustment for p ayments made to shareholders of [COMPANY] pursuant to Section 3.3 of the Merger an d Contribution Agreement . The Merger and Contribution Agreement also provides for the issuance of shares of Vaxcel Common Stock to the existing shareholders of [COMPANY] in exchange for the contribution to Vaxcel by the existing shareholders of [COMPANY] of all of the outstanding shares of capital stock of [COMPANY] by m eans of a merger of Vaxcel Merger Sub with and into [COMPANY] . At the effective time of such merger, the outstanding shares of the capital stock of [COMPANY] will be converted into the right to receive shares of the common stock of Vaxc el ( except as provided herein ) . As a result, shareholders of [COMPANY] will become shareholders of Vaxcel and [COMPANY] will continue to conduct its business a nd operations as a wholly owned subsidiary of Vaxcel