EX-3.21 8 d510627dex321.htm EX-3.21

Exhibit 3.21

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ARTICLES OF CONVERSION

converting

FORCE 3, INC.

a Maryland corporation

to

FORCE 3, LLC

a Maryland limited liability company

THIS IS TO CERTIFY THAT:

FIRST: Force 3, Inc. is a corporation formed on August 13, 1991 under the Maryland General Corporation Law (the “Converting Corporation”), and, by virtue of these Articles of Conversion and Articles of Organization filed for record herewith, is converting (the “Conversion”) to Force 3, LLC, a limited liability company formed under the Maryland Limited Liability Company Act (the “Converted LLC”), on the terms and conditions set forth herein.

SECOND: Upon the completion of the Conversion in accordance with the Maryland General Corporation Law and the Maryland Limited Liability Company Act, the Converted LLC shall, for all purposes of the laws of the State of Maryland, continue as the same entity as the Converting Corporation, and the Conversion will have the effects set forth herein and in the Maryland General Corporation Law and the Maryland Limited Liability Company Act. Upon the completion of the Conversion:

(a) All of the issued and outstanding shares of common stock of the Converting Corporation, without par value (the “Converting Corporation Common Shares”), are held legally and beneficially by a single stockholder and shall, without any action on the part of the stockholder, be converted into and exchanged for one hundred percent (100%) of the limited liability company membership interest in the Converted LLC.

(b) No shares of the Converting Corporation of any class or series other than Converting Corporation Common Shares are issued or outstanding.

THIRD: The Conversion has been approved in accordance with the provisions of Subtitle 9 of the Maryland General Corporation Law and Subtitle 11 of the Maryland Limited Liability Company Act.

FOURTH. These Articles of Conversion shall become effective upon acceptance for record of these Articles of Conversion by the State Department of Assessments and Taxation of Maryland.

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FIFTH: The undersigned acknowledges these Articles of Conversion to be the act and deed of the Converting Corporation and, further, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts relating to the Converting Corporation are true in all material respects and that this statement is made under the penalties of perjury.

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IN WITNESS WHEREOF, these Articles of Conversion have been duly executed and attested on behalf of the Converting Corporation as of the 30th day of March, 2016.

ATTEST: |  |  |  | FORCE 3, INC. a Maryland corporation
/s/ Steve Scribner |  |  |  | By: |  | /s/ Michael Greaney
Name: |  | Steve Scribner |  |  |  | Name: |  | Michael Greaney
Title: |  | Secretary and Chief Financial Officer |  |  |  | Title: |  | President and Chief Executive Officer

CUST ID: 0003399686

WORK ORDER: 0004616264

DATE: 03-30-2016 12:48 PM

AMT. PAID: $194.00

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