# 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: BLUESKYDATA SYSTEMS, LLC
Dear Sirs: I am Bluesky Data Systems, LLC's (the "Company") attorney . I formed the Company and have personal knowledge ofthe information herein. The Compa ny 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, 20 15. 4. The sole member ofthe Compa ny is Randy K. Braun. 5. The Company is managed by its sole Member who also is the Manager and President ofthe Company. 6. The name ofthe so le 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 ofthe United States ofAmerica. 9. Attached please find a true copies ofthe Company's Article ofOrgani zation 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 ofthe Limited Liability Company Law The name ofthe 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 ofthe limited liability company is to be located is MONROE. 

### FOURTH: The Secretary of State is designated as agent ofthe 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 ofany 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 ofOrganization, that the above statements are true and correct to the best ofmy knowledge 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 of2Filed by: BiltekoffLaw 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 October5, 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 ofState 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 soonerterminated pursuant to Article Vll 

### ofthis 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 Memberhas contributed the cash and/or property 

### as set forth in 

### the books and 

### records ofthe 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 nothave any personal liability for any debt, obligation or liability ofthe 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 ofhis Capital Contribution. 2.5. Form of Return of Capital. 

### Ifthe Member is entitled to receive a return ofhis CapitalContribution, the Company may distribute cash, notes, property, or a combination thereofto the Member 

### in return ofthe Capital Contribution. 2.6. 

### Loans. The Member may, at any time, make orcause a loan to bemadeto the Company 

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


### Article III Profit, Loss, and Distributions 3.1. 

### Distributions ofCash Flow. Cash Flow for the Company may be distributed to the Memberat suchtimes and 

### in such amounts as determined bythe Member. Suchdistributions 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 bythe Member. The Member shall have the right and power to act for and bind the Company. 4.1.2. The Membermay causethe Company to employ andretain such otherpersons as may 

### be necessary or appropriate for the conduct of the Company's business, on suchterms as the Member shall determine, including persons who may be designated as officers. The officers ofthe Company shall have the titles, powers and duties delegated tothembythe Member. Any number of titles may be held by the same officer. 4.1.3. TheMember shall have thepowerand authorityto delegate 

### his right andpower to manage and control the business and affairs of the Company to one or more other persons (including one ormore 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 ofthe Company and may use the title ofPresident. 4.2. 

### Liability andIndemnification. 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 orto 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 oflaw, 

### (iii) such person gained a financial benefitto which he or she was not legally entitled or (iv) such person failed to perform his or her duties, specifically withrespectto distributions under section 508(a) of the 

### Law, 

### ingood

### faith and withthat -2-

### 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 ofor in connection with any act 

### or failure to act 

### by an Indemnitee pursuant to this Agreement, or the business and affairs ofthe Company, to the fullest extent permitted by law; provided, however, 

### that an Indemnitee shall not 

### be entitled to indemnification hereunder ifthere is ajudicial determination that (a) such Indemnitee's actions or omissions to act were made in bad faith or were the result ofactive 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 ofInterest 5.1. 

### Transfers. The Member may transfer 

### in whole or 

### in part his interest in the Company.


### Article VI 

### Admission ofAdditional 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 ofthe Company 7.1. 

### Events of Dissolution. The Company shall be dissolveduponthehappening of any of the following events: 7.1.1. upon the consent ofthe Member; 7.1.2. uponthe entry ofa decree of judicial dissolution under Section702 of the 

### Law.
Article VIII General Provisions 8.1.

### Applicable Law. 

### Allquestions concerningthe construction, validity, and interpretation of this Agreement andtheperformance ofobligations imposedbythis Agreement shall begoverned

### by -3-

### the internal law, not the law ofconflicts, ofthe State ofNew York. 8.2. Article and

### Section Titles. 

### The headings herein are inserted as a matter 

### ofconvenience only and do not define, limit, or describe the scope ofthis 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 orprovisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of oraffectthose portions ofthis Agreement which are 

### valid. IN WITNESS WHEREOF, the Memberbas executed this Agreement as of the date set forth hereinabove. MEMB


### Randy K. Braun

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