A/C LCEP, LLC OPERATING AGREEMENT. This Operating Agreement is adopted by the members of A/C LCEP L.L.C.

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1 A/C LCEP, LLC OPERATING AGREEMENT This Operating Agreement is adopted by the members of A/C LCEP L.L.C. (Limited Liability Company). The provisions of this Agreement are subject to and subordinate to the Articles of Organization, any amendments thereto, and the New Mexico Limited Liability Company Act. [ through (NMSA 1978)]. PART I. GENERAL A. Name: The name of the limited liability company is A/C LCEP L.L.C. a Limited Liability Company. B. Office: The address of the principal office of the Company is 260 N 17 th Street, Las Cruces, New Mexico C. Registered Agent: The initial registered agent of the Company is Rockney Bacchus and the address of the registered office is 260 N 17 th Street, Las Cruces, New Mexico D. Duration. The duration of the Company shall be perpetual years. E. This Agreement shall be governed by the law of the State of New Mexico. F. Purpose. Contracting Business dba: One Hour Air Conditioning & Heating. Owns this franchise of Clockwork LLC (Subsidiary of Direct Energy) for certain zip codes (not all) in the El Paso and Las Cruces area. Focus is on the residential and light commercial air conditioning and energy savings markets in the territory. A/C Company valuations have historically been in the range of 4 to 6 times earnings. Earnings are currently skewed by focus on growing the business and obtaining a new electric rate for our territory in the current El Paso Electric rate case.

2 PART II. MANAGEMENT A. The management of the Company is vested in its members. B. Approval of 60% of the ownership is required for: 1) Amending the Articles of Organization. 2) Amending the Operating Agreement. 3) Approving the sale or mortgage of all or substantially all of the assets of the Company. 4) Approving a merger or consolidation of the Company. 5) Removal of a member. 6) Requiring capital contributions beyond the initial capital contribution. 7) Making distributions prior to the dissolution of the Company. C. Managing Members (currently only Rockney Bacchus) may execute checks, promissory notes and other loan documents, and contracts and deeds on behalf of the Company providing for the sale of less than all or substantially all of the assets of the Company, or designate others for these tasks. Managing members may be added or removed upon a 60% ownership vote. A Vote can be sent by any member to the contact list at any time. If 60% of ownership votes to add or remove a managing member that change will be effective immediately. D. Any member may lend money to and transact other business with the Company. Page 2 of 8 July 11, 2015

3 Company. E. The required records shall be maintained at the principal office of the PART III. MEETINGS A. Members shall vote in proportion to the below ownership percentages. At a valuation of $950,000 as of 7/15/2015 the value by owner is multiplied out in Addendum A. B. Written proxies may be given by a member, for a limited duration not to exceed six months. C. Attendance at meetings of the members by telephone is permitted. PART IV. CAPITAL The member contributions added are: 1) Rocky Bacchus - founder 2) Ron Bacchus founder 3) Allen Downs, Inc. - $55, ) Charles & Wyona Turner - $21, ) Allen or Mary C. Downs - $25, Profits and losses shall be allocated in proportion to the ownership percentages (as stated above) of the members. As long as legal capital requirements are met, member contributions are to be repaid to the below members under the following terms beginning 1/15/2016. Page 3 of 8 July 11, 2015

4 Allen Downs, Inc. balance $55, to be paid $1,168.59/ month for 60 payments. Charles & Wyona Turner - $21, to be paid $453.56/ month for 60 payments. Allen or Mary C. Downs - $25, to be paid $531.18/ month for 60 payments. If a decision is made to require additional contributions of capital, the failure of a member to contribute may, at the option of the non-defaulting members, result in: 1) Reduction of the member's interest in the Company, 2) Lending of money by non-defaulting members, or 3) A forced sale of that member's interest and redemption of that member's interest for the purchase price specified in Part V. PART V. SALE / ASSIGNMENT / TRANSFER OF INTEREST The membership interests in the Company shall not be transferable or assignable except in compliance with the terms of this Operating Agreement. A. If a member desires to dispose of its membership interest, that member shall first offer to sell said interest to the Company, and the Company shall have the first option to purchase the member's interest within sixty days of the receipt of such offer. If the Company does not purchase the member's interest within said sixty days, the member's interest shall be offered to the other members, pro-rata, who shall have an additional twenty days to purchase, and if not then purchased, the offer is made to the members, without any pro-rata restriction, for an additional twenty days. If all options have expired, the member may make a bona fide transfer to a prospective purchaser, provided that the other members have the right to purchase the member s interest at the Page 4 of 8 July 11, 2015

5 price and on the terms offered by a prospective purchaser who is not a member, said rights continuing for fifteen days after a written bona fide offer is delivered to the members. B. Upon the death of a member, that member s personal representative shall be obligated to offer the member s interest for sale, subject to the options given upon withdrawal of a member (under paragraph A of this Part V), except that each option period shall double in length. C. The purchase price for the member's interest shall be the pro-rata share of the Company's book value as of the end of the previous calendar year, unless changed by a 60% ownership vote of the members. The estate of a deceased member may vote the members percentage under this clause. D. Payment of the purchase price shall be over 60 months, with the unpaid balance bearing interest at the Chase Manhattan prime bank rate on the date of death, or date of sale in the event of withdrawal. E. Assignment, pledge or the giving of a security interest in a member's interest in the Company shall be done only with the written consent of the other members. No assignee or holder of a security interest shall have voting rights. F. Membership interest is evidenced by Addendum A to this agreement. The Addendum shall be endorsed by the managing member each time it is updated and have the following statement: Membership interest is transferrable only upon compliance with the provisions of the Operating Agreement of the limited Page 5 of 8 July 11, 2015

6 liability company, a copy of which is on file in the principal office of the Company. G. Upon the death, insanity, bankruptcy, removal or withdrawal of a member, the remaining members may elect - by 60% ownership vote - to continue the existence and business of the Company. PART VI. NEW MEMBERS New members may be accepted only upon the 60% ownership vote of the existing members. PART VII. DISSOLUTION The Company shall be voluntarily dissolved upon cessation of the Company's business, upon voluntary decision of 60% ownership of its members, or upon the happening of an event of dissolution as defined by the New Mexico Limited Liability Company Act. PART VIII. ACCOUNTING The Company had adopted a calendar year as its fiscal year. The Company's accounts shall be maintained at a bank selected by the managing members. Any member shall have access to the books and records of the Company during regular business hours. Page 6 of 8 July 11, 2015

7 PART IX. PRIOR AGREEMENTS The Company adopts this operating agreement on the date shown below and all members agree and are to sign below. Any and all past operating agreements are concluded and superseded by this agreement. d: July 17, Rockney Dan Bacchus Ronald Allen Bacchus Allen Downs President, Allen Downs Inc. Charles Turner Wyona Turner Allen or Mary C. Downs, Page 7 of 8 July 11, 2015

8 Addendum A Ownership percentages and value at internally agreed upon valuation. Membership interest is transferrable only upon compliance with the provisions of the Operating Agreement of the limited liability company, a copy of which is on file in the principal office of the Company. A/C LCEP LLC dba One Hour Air Conditioning & Heating Valuation (as internally agreed only) as of 7/15/2015 $950, Rocky Bacchus % $274, Ron Bacchus % $274, Allen Downs Inc % $63, Charles & Wyona Turner % $24, Allen or Mary C. Downs % $27, % as Bonus for $850K Notes % $285, Combined % A/C LCEP LLC dba One Hour Air Conditioning & Heating Valuation (as internally agreed only) as of 3/9/2015 $600, Rocky Bacchus % $247, Ron Bacchus % $247, Allen Downs Inc % $57, Charles & Wyona Turner % $22, Allen or Mary C. Downs % $25, Combined % Page 8 of 8 July 11, 2015