NSAV Holding Inc (NSAV)

[Valkyrja]

(3) LiquidationRights.Intheeventofliquidation,dissolution,orwindingupoftheaffairsofthecorporation,whethervoluntaryorinvoluntary,subjectto the prior rights of the holders of Series A Preferred Stock and Series B Preferred Stock, if any, the holders of shares of the Common Stock can share ratably in the corporation’s assets, and shall share equally and ratably in the corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of the Series A Preferred Stock or Series B Preferred Stock. A merger, conversion, exchange, or consolidation of the corporation with or into any other person or sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation.



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