BILTEKOFF LAW OFFICE, LLC 

Robert A. Biltekoff, Member 

716-7 48-7314 

rob@biltekoffllc.com 

Admitted in NY and MA 

FAA 

Washington, DC 

October 29,2015 

Re: BLUESKY DATA SYSTEMS, LLC 

Dear Sirs: 

I am Bluesky Data Systems, LLC's (the "Company") attorney. I formed the Company and have 

personal knowledge of the information herein. The Company is a "citizen of the United States" based 

upon the following: 

I . The Company's full name is Bluesky Data Systems, LLC. 

2. The Company was formed in New York State. 

3. The Company was formed on October 5, 2015. 

4. The sole member of the Company is Randy K. Braun. 

5. The Company is managed by its sole Member who also is the Manager and President of the 

Company. 

6. The name of the sole Member, Manager and the President is Randy K. Braun. 

7. The sole Member, Manager and the President may act independently. 

8. Randy K. Braun is a citizen of the United States of America. 

9. Attached please find a true copies of the Company's Article of Organization and Operating 

Agreement. 

Very truly yours, 

Robert 

~~~ A. Bilt; koff V 

Enclosures: 

cc: Randy K. Braun 

Biltekoff Law Office, LLC, 43 Court Street, Suite 930, Buffalo, NY 14202 
FIRST: 

ACKNOWLEDGEMENT COPY 

ARTICLES OF ORGANIZATION 

OF 

BLUESKY DATA SYSTEMS, LLC 

Under Section 203 of the Limited Liability Company Law 

The name of the limited liability company is: 

BLUESKY DATA SYSTEMS, LLC 

SECOND: To engage in any lawful act or activity within the purposes for which limited liability 

companies may be organized pursuant to Limited Liability Company Law provided that 

the limited liability company is not formed to engage in any act or activity requiring the 

consent or approval of any state official, department, board, agency, or other body without 

such consent or approval first being obtained. 

THIRD: The county, within this state, in which the office of the limited liability company is to be 

located is MONROE. 

FOURTH: The Secretary of State is designated as agent of the limited liability company upon whom 

process against it may be served. The address within or without this state to which the 

Secretary of State shall mail a copy of any process against the limited liability company 

served upon him or her is: 

C/0 THE COMPANY 

3177 LATTA RD. 

SUITE 180 

ROCHESTER, NY 14612 

FIFTH: The limited liability company is to be managed by: ONE OR MORE MEMBERS. 

I certify that I have read the above statements, I am authorized to sign these Articles of Organization, 

that the above statements are true and correct to the best of my know ledge and belief and that my 

signature typed below constitutes my signature. 

DOS-1239-f-11 (Rev. 02/12) 

Robert A. Biltekoff, Organizer (signature) 

Robert A. Biltekoff, ORGANIZER 

43 Court St Suite 930 

Buffalo, NY 14202 

Page 1 of2 
Filed by: 

Biltekoff Law Office, LLC 

43 Court St Suite 930 

Buffalo, NY 14202 

ACKNOWLEDGEMENT COPY Page 2 of2 
Bluesky Data Systems, LLC 

Limited Liability Company 

Operating Agreement 

This Operating Agreement (this "Agreement") is adopted and agreed to as of October 5, 2015 

by Randy K. Braun, an individual with an address at 3177 Latta Rd, Ste 180, Rochester, NY 14612. 

Article I 

Formation and Name: Office; Purpose; Term 

1.1. Organization. The limited liability company was organized pursuant to the New York 

Limited Liability Company Law, as amended from time to time (the "Law''), and the Articles of 

Organization were filed with the New York Department of State effective October 5, 2015. 

1.2. Name of the Company. The name of the limited liability company shall be Bluesky Data 

Systems, LLC (the "Company"). The Company may do business under that name and under any 

other name or names upon which the Member decides. 

1.3. Purpose. The purpose of the Company shall be to engage in any lawful business 

purpose. And to do any and all things necessary, convenient, or incidental to those purposes. 

1.4. Term. Company shall have a perpetual existence unless its existence is sooner terminated 

pursuant to Article Vll of this Agreement. 

1.5. Member. The name and present mailing address of the Member is as follows: Randy K. 

Braun, 3177 LattaRd, Ste 180, Rochester, NY 14612. 

ArticleD 

Member; Capital; Capital Account 

2.1. Capital Contribution. The Member has contributed the cash and/or property as set forth 

in the books and records of the Company. 

2.2. No Additional Capital Contributions Required. The Member shall not be required to 

contribute any additional capital to the Company. The Member shall not have any personal liability 

for any debt, obligation or liability of the Company. 

2.3. No Interest on Capital Contributions. The Member shall not be paid interest on his 

Capital Contribution. 

2.4. Return of Capital Contributions. Except as otherwise provided in this Agreement, the 

Member shall not have the right to receive any return of his Capital Contribution. 

2.5. Form of Return of Capital. If the Member is entitled to receive a return of his Capital 
Contribution, the Company may distribute cash, notes, property, or a combination thereof to the 

Member in return of the Capital Contribution. 

2.6. Loans. The Member may, at any time, make or cause a loan to be made to the Company 

in any amount and on those terms as determined by the Member. 

Article III 

Profit, Loss, and Distributions 

3.1. Distributions of Cash Flow. Cash Flow for the Company may be distributed to the 

Member at such times and in such amounts as determined by the Member. Such distributions shall be 

allocated to the Member in the same proportion as his then capital account balance. 

Article IV 

Management: Rights, Powers, and Duties 

4.1. Management. 

4.1.1. The Company shall be managed by the Member. The Member shall have the 

right and power to act for and bind the Company. 

4.1.2. The Member may cause the Company to employ and retain such other persons 

as may be necessary or appropriate for the conduct of the Company's business, on such terms as the 

Member shall determine, including persons who may be designated as officers. The officers of the 

Company shall have the titles, powers and duties delegated to them by the Member. Any number of 

titles may be held by the same officer. 

4.1.3. The Member shall have the power and authority to delegate his right and power 

to manage and control the business and affairs of the Company to one or more other persons 

(including one or more committees, managers and agents, employees and/or affiliates of a manager), 

including delegation by management agreement or other arrangement. The Member is hereby 

designated as Manager of the Company and may use the title of President. 

4.2. Liability and Indemnification. 

4.2.1. Except as otherwise provided by law, no Member or Manager shall be liable, 

responsible or accountable in any way for damages or othetwise to the Company or to the Member 

for any act or failure to act pursuant to this Agreement or otherwise unless there is a judicial 

determination that (i) such person acted in bad faith, (ii) the conduct of such person constituted 

intentional misconduct or a knowing violation of law, (iii) such person gained a financial benefit to 

which he or she was not legally entitled or (iv) such person failed to perform his or her duties, 

specifically with respect to distributions under section 508(a) of the Law, in good faith and with that 

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degree of care that an ordinarily prudent person in a like position would use under similar 

circumstances. 

4.2.2. The Company shall indemnify, defend and hold harmless the Member and 

Managers (each an "Indemnitee"), from and against any claims, losses, liabilities, damages, fines, 

penalties, costs and expenses (including, without limitation, reasonable fees and disbursements of 

counsel and other professionals) arising out of or in connection with any act or failure to act by an 

Indemnitee pursuant to this Agreement, or the business and affairs of the Company, to the fullest 

extent permitted by law; provided, however, that an Indemnitee shall not be entitled to 

indemnification hereunder if there is a judicial determination that (a) such Indemnitee's actions or 

omissions to act were made in bad faith or were the result of active and deliberate dishonesty and 

were material to the cause of action so adjudicated, or (b) such Indemnitee personally gained a 

financial benefit to which the Indemnitee was not legally entitled. 

Article V 

Transfers of Interest 

5 .1. Transfers. The Member may transfer in whole or in part his interest in the Company. 

Article VI 

Admission of Additional Members 

6.1. Admission of Additional Members. The Member may admit one or more additional 

members to the Company. 

Article VII 

Dissolution, Liquidation, and Termination of the Company 

7.1. Events of Dissolution. The Company shall be dissolved upon the happening of any of the 

following events: 

7 .1.1. upon the consent of the Member; 

7 .1.2. upon the entry of a decree of judicial dissolution under Section 702 of the Law. 

Article VIII 

General Provisions 

8.1. Applicable Law. All questions concerning the construction, validity, and interpretation of 

this Agreement and the performance of obligations imposed by this Agreement shall be governed by 

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the internal law, not the law of conflicts, of the State of New York. 

8.2. Article and Section Titles. The headings herein are inserted as a matter of convenience 

only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions 

hereof. 

8.3. Separability of Provisions. Each provision of this Agreement shall be considered 

separable; and if, for any reason, any provision or provisions herein are determined to be invalid and 

contrary to any existing or future law, such invalidity shall not impair the operation of or affect those 

portions of this Agreement which are valid. 

IN WITNESS WHEREOF, the Member bas executed this Agreement as of the date set forth 

hereinabove. 

MEMB 

Randy K. Braun 

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