OPERATING AGREEMENT OF ___________________ LLC This Operating Agreement of ___________________ LLC (this Operating Agreement), a member managed limited

liability company organized pursuant to the Act (as defined below), is entered into and shall be effective as of the Effective Date (as defined below), by and between ___________________ LLC (the Company) and ____________________________ (name) (____________________________ (name)), the Companys sole member. RECITALS 1. The Company was formed by filing Articles (as defined below) with the NMPRC (as defined below) on November 20, 2013. 2. ____________________________ (name) is the sole member of the Company. 3. The Company is to be managed by its member. 4. The Company expects to be classified as a disregarded entity for federal income tax purposes (as further described in Section 8.1 below). 5. Section 53-19-2(O) of the Act contemplates that a written agreement will provide for the conduct of the business and affairs of the Company. 6. The Company and ____________________________ (name) wish to create the written agreement contemplated by Section 53-19-2(O) of the Act to provide for the conduct of the business and affairs of the Company so long as ____________________________ (name) is the sole member of the Company and the Company is managed by its member. 7. The Company and ____________________________ (name) recognize that their written agreement will need to be modified if the Company has more than a single member or if the Company amends its Articles to provide for management by one or more managers. For and in consideration of the recitals, the mutual promises set forth in this Operating Agreement and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and ____________________________ (name) agree as follows: ARTICLE I. DEFINITIONS For purposes of this Operating Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings: 1.1 Act means the New Mexico Limited Liability Company Act, NMSA 1978, 53-19-1 to 74, as amended from time to time; provided that any amendment to the Act which is applicable to an existing limited liability company only on election shall apply to the Company only if the Company so elects. Articles means the Companys articles of organization as amended from time to time. A copy of the Articles as originally filed with the NMPRC (as defined below) is attached to this Operating Agreement as Exhibit A. Any amendment to the Articles shall be

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attached to this Operating Agreement as a supplement to Exhibit A (but the failure to attach any amendment shall not affect the validity of the amendment). 1.3 Company Agreement means this Operating Agreement, including all amendments adopted in accordance with this Company Agreement and the Act. Effective Date means the later of (1) the date of execution of this Company Agreement or (2) the date the Company is considered formed under Act section 53-9-17. Member means ____________________________ (name) in her capacity as member of the Company. Membership Interest means all of ____________________________ (name)s rights as a member under the Act, the Articles and this Company Agreement, including financial rights and rights to participate in the management and control of the Company. NMPRC means the New Mexico Public Regulation Commission.

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ARTICLE II. ORGANIZATION; NAME; REGISTERED AGENT & OFFICE; PRINCIPAL PLACE OF BUSINESS 2.1 Organization. The Member has caused the Company to be organized as a New Mexico limited liability company pursuant to the Act. 2.3 Name. The name of the Company is ___________________ LLC. All business of the Company shall be conducted under that name or under other trade names lawfully adopted by the Company at the direction of the Member. 2.4 Registered Agent and Office. The Companys registered agent for service of process and its registered office shall initially be the person and location stated in the Articles. The Company may, from time to time, change the registered agent or office through appropriate filings with the NMPRC pursuant to section 53-19-5(B) of the Act. 2.5 Principal Place of Business. The Companys principal place of business shall initially be the location stated in the Articles. The Company may, from time to time, change the Companys principal place of business through appropriate filings with the NMPRC pursuant to section 53-19-5(F) of the Act. ARTICLE III. NATURE OF BUSINESS The Company may engage in any lawful business. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose.

ARTICLE IV. MANAGEMENT 4.1 Management by Member. The Company shall be managed by its Member as provided in Act section 53-19-15(A). 4.2 Management Rights. The Member shall have exclusive power to make all decisions on behalf of the Company. 4.3 Liability of Member. The Member shall not be liable as Member for Company liabilities. The Companys failure to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Company Agreement or the Act shall not be grounds for imposing personal liability on the Member for Company liabilities. 4.4 Indemnification. The Company shall indemnify the Member to the fullest extent authorized by Act section 53-19-18 or otherwise by New Mexico law. The Member may, in the Members sole and absolute discretion, cause the Company to agree to indemnify other employees and agents of the Company for all costs, losses, liabilities and damages paid or accrued by the employee or agent in connection with the business of the Company or because such person is an employee or agent to any extent, up to and including to the fullest extent allowed by New Mexico law. A Company agreement to indemnify other employees or agents pursuant to this Section 4.4 shall be effective only if in writing and signed by the Member. The Member shall not have any personal liability for any indemnity provided pursuant to this Section 4.4.

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Conflicts of Interest. 4.5.1 The Member may enter into transactions that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company, it being expressly understood that the Member may enter into transactions that are similar to the transactions into which the Company may enter. The Member does not violate a duty or obligation to the Company merely because the Member's conduct furthers the Member's own interest. The Member may lend money to and transact other business with the Company. If the Member lends money to or transacts other business with the Company, the Members rights and obligations with respect to the loan or other business transactions are the same as those of a person who is not the Member, subject to other applicable law. No transaction with the Company shall be voidable solely because the Member has a direct or indirect interest in the transaction if the transaction is fair to the Company.

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4.6 Authority of Member to Bind the Company. Only the Member and agents of the Company authorized by the Member shall have the authority to bind the Company.

4.7 Compensation of Member. The Member shall be reimbursed for all reasonable expenses incurred on behalf of the Company. The Member shall be entitled to reasonable compensation for her services as such in an amount to be determined from time to time by the Member. 4.8 Standard of Care of Member. The Members duty of care in the discharge of the Members duties to the Company is limited to refraining from engaging in grossly negligent or reckless conduct, willful misconduct or a knowing violation of law. In discharging her duties, the Member shall be fully protected in relying in good faith upon the records required to be maintained under Article XII and upon such information, opinions, reports or statements by any of its agents, or by any other person, as to matters the Member reasonably believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. ARTICLE V. CONTRIBUTIONS The Member shall make such contributions to the Company as the Member determines, in her sole and absolute discretion, are necessary or advisable for the conduct of the Companys business. No third party shall have right to require the Member to make any contribution to the Company. ARTICLE VI. ALLOCATION OF PROFITS AND LOSSES All Company profits and losses, and each item of Company income, gain, loss, deduction and credit, shall be allocated to the Member. ARTICLE VII. DISTRIBUTIONS All distributions shall be made to the Member at such times and in such amounts as are determined by the Member, in his sole and absolute discretion, to be appropriate, subject to the limitations of Act section 53-19-26 (generally prohibiting distributions that would render the Company unable to pay its debts as they become due or that would cause the Companys liabilities to exceed its assets). ARTICLE VIII. TAXES; ACCOUNTING METHOD; FISCAL YEAR 8.1 Classification as Disregarded Entity. The Company and the Member intend and elect that the Company will be classified as a disregarded entity for federal income tax purposes under Treasury Regulation section 301.7701-3. Each item of Company income, gain, loss, deduction and credit shall be reported on the Members individual income tax return as if realized directly by the Member. If the Company has employees, the Company shall obtain a federal employer identification number and file all required federal employment tax returns and pay all required employment taxes using that number.

8.2 Elections. The Member may make any other tax elections for the Company allowed under the Internal Revenue Code of 1986 as amended from time to time or the tax laws of any state or other jurisdiction to which the Company is required to report for tax purposes. 8.3 Taxes of Taxing Jurisdictions. To the extent required by the laws of any taxing jurisdiction, the Member will execute and submit an agreement indicating that the Member will make timely income tax payments to the taxing jurisdiction and that the Member accepts personal jurisdiction of the taxing jurisdiction with regard to the collection of income taxes attributable to the Members income, interest, and penalties assessed on such tax. 8.4 Method of Accounting and Fiscal Year. The records of the Company shall be maintained using the Members method of accounting, and the Companys fiscal year shall be the same as the Members taxable year. ARTICLE IX. DISPOSITION OF MEMBERSHIP INTEREST AND ADMISSION OF ASSIGNEES AND ADDITIONAL MEMBERS 9.1 Assignment of Entire Membership Interest. ____________________________ (name)s entire Membership Interest is assignable either voluntarily or by operation of law. The assignee of ____________________________ (name)s entire Membership Interest (including without limitation ____________________________ (name)s executor, administrator, guardian, conservator, liquidating trustee or other similar legal representative) shall be admitted as the Member upon the completion of the transfer without further action. Upon the assignment of ____________________________ (name)s entire Membership Interest (other than a temporary transfer or transfer as a pledge or security interest), ____________________________ (name) shall cease to be a Member and shall have no further rights or obligations under this Company Agreement, except that ____________________________ (name) shall have the right to such information as may be necessary for the computation of her tax liability. 9.2 Transfer of Less than Entire Membership Interest. ____________________________ (name) may assign less than her entire Membership Interest only in conjunction with appropriate amendments to this Company Agreement. 9.3 Admission of Additional Members. Additional Members may be admitted to the Company only in conjunction with appropriate amendments to this Company Agreement. ARTICLE X. DISSOLUTION AND WINDING UP 10.1 Dissolution. The Company shall be dissolved and its affairs wound up upon the will of the Member. Notwithstanding any provision of the Act to the contrary, the Company shall continue and not dissolve as a result of the death, declaration of incompetency or bankruptcy of the Member or any other event that terminates the continued membership of the Member. 10.2 Effect of Dissolution. Upon dissolution, the Company shall file articles of dissolution as provided in Act section 53-19-41 and shall cease carrying on as distinguished from the winding up of the

Company business. However, the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed. 10.3 Distribution of Assets on Dissolution. Upon the winding up of the Company, the Member shall liquidate Company property if necessary or desirable and shall cause the Company property to be distributed as follows: 10.3.1 first, as provided in Act section 53-19-44(A); 10.3.2 second, to the Member. Such distributions may be in cash, property other than cash, or partly in both, as determined by the Member. 10.4 Winding Up. The winding up of the Company shall be completed when all debts, liabilities and obligations of the Company have been paid and discharged or reasonably adequate provision has been made therefore, and all of the remaining property and assets of the Company have been distributed to the Member. ARTICLE XI. AMENDMENT This Company Agreement may be amended or modified from time to time only by a written instrument executed by the Member and the Company. ARTICLE XII. ACCOUNTING AND RECORDS As required by Act section 53-19-19, the Company shall keep the following at its principal place of business: The full name and last known mailing address of all current and former Members; A copy of the Articles (including amendments), together with executed copies of any powers of attorney pursuant to which the Articles (including amendments) have been executed; 12.3 Copies of the Companys federal, state and local income tax returns and financial statements for the three most recent years or, if such returns or statements were not prepared for any reason, copies of the information and statements necessary to enable the Member to prepare his own federal, state and local tax returns for such periods; 12.4 A copy of this Company Agreement (including amendments); 12.5 A current statement of the capital contributions made by the Member specifying the amount of cash and the agreed value of other property received by the Company and the agreed value of services as a capital contribution that the Member has rendered to the Company; 12.6 A statement of the cash, property and services that the Member has agreed to contribute or render to the Company in the future, and of the principal balance outstanding under any promissory note payable in respect of a capital contribution, and of the amount of the capital contribution with which 12.1 12.2

the Member shall be credited upon receipt of such cash, property or services, or any part thereof, by the Company; 12.7 A statement of the times at which, or the events on the happening of which, any additional contributions to or withdrawals from capital to which the Member has agreed are to occur; 12.8 Documents or any other writings required to be made available to the Member by the Articles or this Company Agreement. ARTICLE XIII. MISCELLANEOUS PROVISIONS 13.1 Entire Agreement. This Company Agreement represents the entire agreement between the Member and the Company. 13.2 Effect of Inconsistencies with Act. If any provision of this Company Agreement is prohibited or ineffective under the Act, this Company Agreement shall be considered amended to the smallest degree possible in order to make this Company Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Company Agreement, and the Member shall be not liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Member and the Company hereby agree that the duties and obligations imposed on the Member as such shall be those set forth in this Company Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Act or common law to the contrary. 13.3 Rights of Creditors and Third Parties Under Company Agreement. This Company Agreement is entered into between the Company and the Member for the exclusive benefit of the Company, the Member and their successors and assignees. This Company Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Company Agreement or any agreement between the Company and the Member with respect to any capital contribution or otherwise. To evidence their agreement to the foregoing, the Company and ____________________________ (name) have executed this Company Agreement on the dates set forth beside their names below. ___________________ LLC, a New Mexico member-managed limited liability company

By:_________________________________ Date:______________ ____________________________ (name), as its sole member

_________________________________ Date:_____________ ____________________________ (name), member