Emery who was buying recently has avoided having his position...

Emery who was buying recently has avoided having his position diluted much, unlikely Clayton, so he has a lot of power still. So if what you say is right, then he's in the position to see that clearly, and to control that outcome. He would not want his position to be damaged again, after he just put new money into the company to avoid being diluted (in the big raising).

So if not trusting Clayton directly, then you have to trust Scott's judgement. Not sure what other option there is. Convincing the rest of the large holders to vote against?

You'd think they'd have learned a lesson now though, at the cost of their money, our money, their reputation etc. To not sign a contract that you can't afford without short term debt.