Common use of Additional Anti-Dilution Rights Clause in Contracts

Additional Anti-Dilution Rights. As partial consideration for the acquisition by the Purchaser of all of the outstanding capital stock of the Company in accordance with Section 1.1(b) above, within five (5) business days following the Closing Date (as defined below), the Selling Shareholder shall relinquish all Existing Anti-Dilution Rights by delivering to the Purchaser those shares of Emerge Series B Preferred held by the Emerge Shareholders and, in exchange therefore, the Purchaser shall issue and deliver to the Emerge Shareholders, in the denominations set forth opposite each Emerge Shareholder’s name on Schedule A attached hereto, shares of its convertible Series D preferred stock, par value $0.01 per share (the “Emerge Series D Preferred”). The Emerge Series D Preferred shares will have substantially the same powers, designations, preferences and relative, participating, optional and other special rights as the Emerge Series B Preferred except that holders of Emerge Series D Preferred will receive those additional anti-dilution rights (the “Additional Anti-Dilution Rights”) set forth in Section 4 of that certain Certificate of Designation of Emerge Series D Preferred Stock (the “Certificate of Designation”) in the form attached hereto as Exhibit A. Upon the satisfaction of those obligations set forth in Section 1.4.4 (a) and (b) herein the Emerge Series B Preferred shall be cancelled and be of no further force or effect.

Additional Anti-Dilution Rights. As partial consideration for the acquisition by the Purchaser of all of the outstanding capital stock of the Company in accordance with Section 1.1(b) above, within five (5) business days following the Closing Date (as defined below), the Selling Shareholder shall relinquish all Existing Anti-Dilution Rights by delivering to the Purchaser those shares of Emerge Series B Preferred held by the Emerge Shareholders and, in exchange therefore, the Purchaser shall issue and deliver to the Emerge Shareholders, in the denominations set forth opposite each Emerge Shareholder’s name on Schedule A attached hereto, shares of its convertible Series D preferred stock, par value $0.01 per share (the “Emerge Series D Preferred”)) in the form of Exhibit A hereto (the “Certificate of Designation”) and amend and restate its Certificate of Designation of Emerge Series B Preferred to reflect the relinquishment of such Existing Anti-Dilution Rights in accordance with the terms herein. The Emerge Series D Preferred shares will have substantially the same powers, designations, preferences and relative, participating, optional and other special rights as the Emerge Series B Preferred except that holders of Emerge Series D Preferred will receive those additional anti-dilution rights (the “Additional Anti-Dilution Rights”) set forth in Section 4 of that certain Certificate of Designation of Emerge Series D Preferred Stock (the “Certificate of Designation.”) in the form attached hereto as Exhibit A. Upon the satisfaction of those obligations set forth in Section 1.4.4 (a) and (b) herein the Emerge Series B Preferred shall be cancelled and be of no further force or effect.