Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the type that the registrant treats as private and...

Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and of the type that the registrant treats as private and confidential.

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Exhibit 10.3

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

STATELINE POWER, LLC

a Texas limited liability company

April 28, 2025

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THE LIMITED LIABILITY COMPANY INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.  SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE AND OTHER SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM.  IN ADDITION, TRANSFER OF SUCH LIMITED LIABILITY COMPANY INTERESTS IS FURTHER RESTRICTED AS PROVIDED IN THIS AGREEMENT.  PURCHASERS OF SUCH LIMITED LIABILITY COMPANY INTERESTS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

STATELINE POWER, LLC
a Texas limited liability company

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Article 1249

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EXHIBITS

Exhibit ADefined Terms

Exhibit BForm of Addendum Agreement

Exhibit CForm of Call Notice

Exhibit DManagement Agreement

Exhibit EInitial Budgets

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SCHEDULES

Schedule IMembers’ Schedule

Schedule IIInitial Directors

Schedule IIIInitial Officers

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AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
STATELINE POWER, LLC
a Texas limited liability company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Stateline Power, LLC, a Texas limited liability company (the “Company”), dated as of April 28, 2025 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members and the Company.

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WHEREAS, the Company was formed pursuant to the TBOC by filing the Certificate with the Secretary of State of the State of Texas on April 9, 2025;

WHEREAS, the Solaris Member entered into that certain Limited Liability Company Agreement of the Company dated April 9, 2025 (the “Original Agreement”);

WHEREAS, the Solaris Member has contributed or caused to be contributed to the Company the Solar Turbines Purchase Orders in exchange for the issuance by the Company of Series A-1 Units to the Solaris Member;

WHEREAS, the Members wish to enter into this Agreement to, among other things, (a) amend and restate the Original Agreement in its entirety in accordance with and pursuant to Section 13 of the Original Agreement, (b) set forth the management of the Company and (c) set forth their respective rights and obligations; and

WHEREAS, effective on the Effective Date (a) the Solaris Member shall continue as a Member and (b) the CTC Member will be admitted to the Company as a Member, in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the premises and mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby confirmed and acknowledged), the Company and the Members amend and restate the Original Agreement in its entirety to read as follows:

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mean “including, without limitation”; (c) references to Articles and Sections refer to Articles and Sections of this Agreement; (d) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached to this Agreement, and not to any particular subdivision unless expressly so limited; (e) references in any Article, Section or definition to any clause mean such clause of such Article, Section or definition; (f) references to Exhibits and Schedules are to the items attached to this Agreement as the described Exhibits or Schedules to this Agreement, each of which is incorporated herein and made a part of this Agreement for all purposes as if set forth in full herein; (g) references to dollars or money refer to the lawful currency of the United States; (h) references to “federal” or “Federal” mean U.S. federal or U.S. Federal, respectively; (i) references to the “IRS” or the “Internal Revenue Service” refer to the United States Internal Revenue Service; (j) references to “Revenue Procedures” or “Revenue Rulings” refer to Revenue Procedures or Revenue Rulings, respectively, published by the Internal Revenue Service; (k) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended, modified or supplemented (including by any waiver or consent) and in effect from time to time in accordance with the terms thereof; and (l) reference to any Law means such Law as amended, modified, codified, reenacted or replaced and in effect from time to time.  The Table of Contents and the Article and Section titles and headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

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a Member, before the dissolution and winding up of the Company, other than (a) as a result of a permitted Transfer of all of such Member’s Units in accordance with Article 7 and the transferee of such Units already being a Member or being admitted as an Additional Member or (b) as otherwise provided in this Agreement.  A Member will cease to be a Member only in the manner described in Section 3.6 or Article 7.

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(b) such Member’s share of Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately before the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.

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Each Director shall serve in such capacity until such Director’s successor has been elected and qualified or until such Director’s death, disability, retirement, resignation or removal. The Directors as of the Effective Date are set forth on Schedule II.  

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Agreement. The Operator shall not be liable to the Company or the Members for any action taken or not taken by any such Officer, except to the extent the Operator has not complied with the Management Agreement in accordance with the delegation of authority thereunder.

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Member as soon as applicable after the end of each calendar year, but in any event no later than ninety (90) days after the end of each such year, an Internal Revenue Service Schedule K-1 together with such additional information as may be reasonably required by the Members (or their owners) in order to file their individual returns reflecting the Company’s operations.  The Partnership Representative shall also cause the Company to deliver to the Members, an estimated Internal Revenue Service Schedule K-1 or any successor form within sixty (60) days after the end of each Fiscal Year, including any appropriate state and local apportionment information. The Company shall bear the costs of the preparation and filing of any Tax Returns and other information returns and forms of the Company, including the preparation of any estimates.

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DISSOLUTION, WINDING-UP AND TERMINATION

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[Signature Pages Follow]

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IN WITNESS WHEREOF, the Company and the Members have executed this Amended and Restated Limited Liability Company Agreement as of the date first set forth above.

COMPANY:

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Stateline Power, LLC

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By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary

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Solaris Member:

SOLARIS POWER SOLUTIONS STATELINE, LLC

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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Financial Officer

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CTC MEMBER:

CTC PROPERTY LLC

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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Corp Secretary

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“Accredited Investor” has the meaning ascribed to such term in Rule 501(a) promulgated under the Securities Act.

“Addendum Agreement” is defined in Section 3.6(a).

“Additional Member” means any Person not already a Member in respect of particular Units who acquires all of the Units held by a Member from such Member and is admitted to the Company as a Member pursuant to the provisions of Section 3.6.

“Additional Units” means additional classes or series of Units (or securities convertible into or exercisable for Units), other than Series A Units.

“Adjusted Capital Account” means the Capital Account maintained for each Member: (a) increased by any amounts that such Member is obligated to restore or is treated as obligated to restore under Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5); and (b) decreased by any amounts described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Member.  The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.

“Affected Member” is defined in Section 5.6(b).

“Affiliate” means, when used with respect to a specified Person, any Person which directly or indirectly Controls, is Controlled by or is Under Common Control with such specified Person.  Notwithstanding the foregoing, no member of the Company Group shall be considered an Affiliate of Solaris, CTC or their respective Controlled Affiliates.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of Stateline Power, LLC, as amended, supplemented and restated from time to time in accordance with the terms hereof.

“Allocation Period” means the period: (a) commencing on the Effective Date or, for any Allocation Period other than the first Allocation Period, the day following the end of a prior Allocation Period; and (b) ending (i) on the last day of each Fiscal Year; (ii) subject to clause (iii) of this definition, on the day immediately preceding any day on which an event that results in an adjustment to the Book Value of the Company’s assets pursuant to clauses (b)(i), (b)(ii), (b)(iii) or (b)(v) of the definition of Book Value (with such adjustment also deemed to occur on the day immediately preceding such event); (iii) immediately after any day on which an adjustment to the Book Value of the Company’s assets occurs pursuant to (A) clause (b)(i) of the definition of Book Value (solely in connection with the acquisition of an additional interest in the Company by an existing Member in exchange for a non-pro rata Capital Contribution) or (B) clause (b)(iv) of the definition of Book Value; or (iv) on any other date determined by the Board.

“Approved Budget” is defined in Section 8.5(a).

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“Bankruptcy” or “Bankrupt” means with respect to any Person, that: (a) such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person’s properties; or (b) a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any Law has been commenced against such person and 120 calendar days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and 90 calendar days have expired without the appointment’s having been vacated or stayed, or 90 calendar days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.

“Board” is defined in Section 8.1.

“Board Approval” is defined in Section 8.2(e).

“Book Value” means, with respect to any property of the Company, such property’s adjusted basis for U.S. federal income tax purposes, except as follows:

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“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Houston, Texas are authorized or required by Law to close.

“Call Notice” is defined in Section 5.2(a).

“Capex Budget” means the annual capital expenditure budget of the Company.

“Capital Account” is defined in Section 5.6(a).

“Capital Call” is defined in Section 5.2(a).

“Capital Contribution” means with respect to any Member, the amount of money and the initial Book Value of any property (other than money) contributed or deemed to be contributed to the Company by such Member.  Any reference to the Capital Contributions of a Member will include the Capital Contributions made by a predecessor holder of such Member’s Units to the extent the Capital Contribution was made in respect of Units Transferred to such Member.

“Certificate” means the Certificate of Formation of the Company dated April 9, 2025, as amended from time to time in accordance with the terms hereof.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.  All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding Law.

“Company” is defined in the preamble.

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“Company Group” means the Company and its Subsidiaries and Controlled Affiliates.

“Company Level Taxes” means any U.S. federal, state, or local Taxes, additions to Tax, penalties, and interest payable by the Company or any Subsidiary thereof as a result of any examination of the Company’s or any Subsidiaries’ affairs by any U.S. federal, state, or local Tax authorities, including resulting administrative and judicial proceedings under the Partnership Tax Audit Rules.

“Confidential Information” means all proprietary or non-public information, trade secrets, process methods, designs, ideas, concepts, improvements, product developments, discoveries and inventions, whether patentable or not, including all such information relating to strategies, corporate opportunities, research, financial and sales data, evaluations or opinions, project locations, the identity of customers or acquisition targets (or contacts within their organizations) and all writings or materials of any type constituting or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression that (a) relate to the Company Group’s businesses, products or services or (b) relate to or involve any of the Transaction Documents or the terms thereof or (c) are obtained by or on behalf of a Member from a member of the Company Group or their respective representatives, other than information which (i) was or becomes generally available to the public other than as a result of a breach of this Agreement by such Member, (ii) was or becomes available to such Member on a non-confidential basis before disclosure to the Member by a member of the Company Group or their respective representatives, (iii) was or becomes available to the Member from a source other than the Company, its Subsidiaries or their respective representatives (provided, however, such source is not known by such Member to be bound by a confidentiality agreement with a member of the Company Group or their respective representatives) or (iv) is independently developed by such Member without the use of any such information received under this Agreement.

“Conflict Activity” means (a) the waiver of any of the Company Group’s material rights, or the granting of any material consent or approval by the Company Group under the Management Agreement or the Rental Agreement, (b) the assertion by the Company Group of a material breach or material default by the Conflicted Member (or its Affiliates) under the Management Agreement or the Rental Agreement, or the enforcement of any rights of the Company Group under the Management Agreement or the Rental Agreement in connection with any such material breach or material default (or alleged material breach or material default) thereunder by the Conflicted Member (or its Affiliates); (c) the determination to cure any material breach of a member of the Company Group under the Management Agreement or the Rental Agreement; (d) the exercise of any discretionary audit or inspection rights by the Company Group provided in the Management Agreement or the Rental Agreement; or (e) the assertion, exercise or waiver of any and all rights of the Company pursuant to Section 1.02 of the Rental Agreement in its capacity as Lessor thereunder, including the taking of any action by the Company with respect to its right of first refusal or any of its rights in respect of any Rental Agreement RO Offer thereunder.

“Conflict Notice” is defined in Section 8.4(b).

“Conflicted Member” means a Member that is (or has an Affiliate, Representative or Representative of an Affiliate that is) a counterparty to the Company Group under the Management

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Agreement or Rental Agreement, as applicable, which Member is entitled to certain rights or has certain obligations that have given rise to a Conflict Activity.

“Continuation Election” is defined in Section 12.1(a)(ii).

“Contribution Default” is defined in Section 5.4(a).

“Control,” including the correlative terms “Controlling,” “Controlled by” and “Under Common Control with” means possession, directly or indirectly (through one or more intermediaries), of the power to direct or cause the direction of management or policies (whether through ownership of Equity Interests, by contract or otherwise) of a Person.

“Covered Audit Adjustment” means an adjustment to any partnership-related item (within the meaning of Code Section 6241(2)(B)) to the extent such adjustment results in an “imputed underpayment” as described in Code Section 6225(b) or any analogous provision of state or local Law.

“Covered Person” means, (a) with respect to each Member: (i) such Member in its capacity as a Member (including in its capacity as the Partnership Representative, if applicable); (ii) each of such Member’s officers, directors, liquidators, partners, equityholders, managers and members in their capacity as such, (iii) each of such Member’s Affiliates (other than the Company and its Subsidiaries) and each of their respective officers, directors, liquidators, partners, equityholders, managers and members in their capacities as such; and (iv) any representatives, agents or employees of any Person identified in clauses (i)-(iv) of this clause (a) or any other Person who the Board expressly designates as a Covered Person in a written resolution; (b) each Director, in such Person’s capacity as a Director; and (c) each (x) current and former Officer (solely in such Person’s capacity as an Officer); and (y) each Person not identified in clause (x) who is or was an officer or employee or other service provider of any member of the Company Group and whom the Board expressly designates as a Covered Person in a written resolution.

“CPI” is defined in Section 8.5(c).

“Creditors’ Rights” means (a) any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws affecting the rights and remedies of creditors generally and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance or other injunctive relief.

“CTC Change of Control” means, with respect to the CTC Member: (a) any person (as defined in sections 13(d) and 14(d) of the Exchange Act) other than [***] Controlling the CTC Member; or (b) the sale or other disposition of all or substantially all of the CTC Member’s assets to a business entity (other than a business entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by the equityholders of the CTC Member as of immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the CTC Member immediately prior to the sale or disposition).

“CTC Competitor” means [***].

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“CTC Directors” is defined in Section 8.2(a)(ii).

“CTC Member” means CTC Property LLC, a Wyoming limited liability company, and its transferees, successors and permitted assignees of Equity Interests (including subsequent transferees, successors and permitted assignees), in each case only if such person is a Member.

“Customer” has the meaning assigned to that term in the Rental Agreement.

“Customer Event of Default” has the meaning assigned to that term in the Rental Agreement.

“Default” means the occurrence and continuation of any of the following events, with respect to a Member: (a) a Contribution Default by such Member or (b) any of the events set forth in clauses (i)-(v) of Section 5.4(d).

“Default Loan” is defined in Section 5.4(b).

“Defaulted Contribution” is defined in Section 5.4(a).

“Defaulting Member” is defined in Section 5.4(a).

“Depreciation” means, for each Allocation Period, an amount equal to the depreciation, amortization or other cost recovery deduction (excluding depletion) allowable for U.S. federal income tax purposes with respect to property for such Allocation Period, except that (a) with respect to any such property the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Allocation Period shall be the amount of book basis recovered for such Allocation Period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property the Book Value of which differs from its adjusted tax basis at the beginning of such Allocation Period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Period bears to such beginning adjusted tax basis; provided, however, that if the adjusted tax basis of any property at the beginning of such Allocation Period is zero dollars ($0.00), Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Board.

“Designated Individual” means an individual meeting the requirements of Treasury Regulations Sections 301.6223-1(b)(2) and (4) that is appointed as an individual through whom the Partnership Representative will act to the extent required for purposes of subchapter C of chapter 63 of the Code, as provided in Treasury Regulations Section 301.6223-1(b)(3) (and any analogous or similar position or role under relevant state or local Tax Laws).

“Director” is defined in Section 8.1.

“Distributable Cash” means, with respect to any calendar month, the aggregate amount of all cash and cash equivalents of the Company Group received from any and all sources during such calendar month, less all operating and capital expenditures made or incurred by the Company

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Group during such month, less (a) the Reserve Amount, less (b) any additional amounts in excess of the Reserve Amount reasonably determined by the Operator to be required to fund the budgeted expenses of the Company under the then-current Approved Budgets.

“Drag-Along Transaction” means any of the following: (a) any consolidation, conversion, merger, division or other business combination involving the Company in which all of the Units held by the Dragging Member are, directly or indirectly, exchanged for or converted into cash, securities of a corporation or other business organization or other property; (b) a sale or transfer of all or substantially all of the assets of the Company; or (c) the Transfer of all or substantially all of the Units held by the Dragging Member, directly or indirectly, in a single transaction or a series of related transactions.

“Dragging Member” is defined in Section 7.8(a).

“Economic Risk of Loss” has the meaning assigned to that term in Treasury Regulations Section 1.752-2(a).

“Effective Date” is defined in the preamble.

“Eligible Units” is defined in Section 7.6(b).

“Emergency Expenditures” means expenditures which the Operator determines in good faith are reasonably necessary to be made in order to mitigate or remedy the imminent or occurring material endangerment of property, the health or safety of any Person, or the environment.

“Encumbering Member” is defined in Section 7.7.

“Enforcement Conflict” is defined in Section 8.4(b).

“Environmental Law” means any and all Laws (excluding common law) pertaining to prevention of pollution, protection of the environment (including natural resources), remediation of contamination or restoration of environmental quality, or workplace health and safety (but only as related to exposure to Hazardous Substances), and all orders, regulations or directives issued by a Governmental Authority to implement any of the foregoing. For purposes of the foregoing definition, “Hazardous Substances” means any substance or material defined, classified or otherwise regulated under applicable Environmental Law as “hazardous,” “toxic,” a “pollutant,” or a “contaminant,” or words of similar meaning and regulatory effect, including petroleum and petroleum products (including crude oil and any fractions thereof), polychlorinated biphenyls, per-and polyfluoroalkyl substances, radioactive materials and friable asbestos.

“Equipment” means, at any time, the equipment and other associated accessories and assets owned by the Company Group at such time of the type that are leased or could be subject to lease pursuant to the terms of the Rental Agreement or any similar agreement.

“Equity Interests” means: (a) capital stock, member interests, partnership interests, other equity interests, rights to profits or revenue and any other similar interest; (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing, whether at the

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time of issuance or upon the passage of time or the occurrence of some future event; and (c) any warrant, option or other right (contingent or otherwise) to acquire any of the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Business Opportunity” is defined in Section 8.10(b).

“Excluded Inter-Company Contracts” means the following Inter-Company Contracts: (a) any renewals or extensions of then-existing Inter-Company Contracts on substantially the same terms; (b) any new Inter-Company Contracts on terms substantially the same as similar then-existing contracts, agreements or arrangements of the Company Group; and (c) any contracts, agreements or arrangements entered into in the ordinary course of business on terms no less favorable to the Company Group than could be obtained in an arm’s length transaction with an unrelated Third Party that involve annual consideration payable by the Company Group not in excess of $1,000,000.

“Facility” means [***]’s distribution facility located at [***].

“Fair Market Value” means a good faith determination of the Board of the cash value of specified asset(s) that would be obtained in a negotiated, arm’s-length transaction between an informed and willing buyer and an informed and willing seller, with such buyer and seller being unaffiliated, neither such party being under any compulsion to purchase or sell, and without regard to the particular circumstances of either such party; provided, if in connection with the exercise by either Member of its purchase rights under Section 5.4(d) or Section 7.7, the Members are unable to reach an agreement on the applicable Fair Market Value determination within 30 days of such discussions commencing then, the Member whose interests are subject to purchase shall promptly select three (3) nationally-recognized investment banking firms that have not had a direct or indirect substantial relationship with such Member within the preceding two (2) years and notify the Board thereof.  The exercising Member shall promptly select one (1) of such three (3) investment banking firms and notify the Member whose interests are subject to purchase of such selection.  The investment banking firm selected as provided above (the “Independent Advisor”) shall promptly determine the Fair Market Value.  The Independent Advisor shall render its decision within twenty (20) Business Days (or as promptly thereafter as possible) and such decision shall be final and binding upon the parties.  If the Fair Market Value determined by the Independent Advisor exceeds the Board’s determination of Fair Market Value by more than 10.00%, then the purchasing Member shall pay 100% of the fees and expenses of retaining the Independent Advisor; otherwise, the Member whose interests are subject to purchase shall pay 100% of the fees and expenses of retaining the Independent Advisor.

“Fiscal Year” means the fiscal year of the Company, which shall end on December 31st of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required.  The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

“Fundamental Actions” means the following actions by the Company or any other member of the Company Group: (a) entering into any written agreement the terms of which impose non-competition or non-solicitation restrictions on any Defaulting Member; (b) changing, for U.S.

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federal income tax purposes, the classification of any member of the Company Group; (c) requiring any Defaulting Member to make additional Capital Contributions other than with respect to Required Capital Contributions; (d) entering into, terminating, amending or modifying, or waiving any material right under, any Inter-Company Contract, other than any Excluded Inter-Company Contract; (e); making any distribution other than in accordance with the allocation provided under Section 6.1(b) or Section 12.2, as applicable; (f) redeeming any Series A Units held by the Members other than on a pro rata basis; (g) dissolving the Company or agreeing to continue the existence of the Company in accordance with Section 12.1; and (g) entering into any agreement or otherwise committing to do any of the foregoing.

“GAAP” means U.S. generally accepted accounting principles.

“Governmental Authority” means any federal, state, local or foreign government (or department thereof), agency, board, commission, court of competent jurisdiction or other governmental or regulatory authority or instrumentality.

“Inclusion Right” is defined in Section 7.6(b).

“Independent Advisor” is defined in the definition of Fair Market Value herein.

“Initial Budget” is defined in Section 8.5(a).

“Inter-Company Contract” means any oral or written contract, agreement, transaction or arrangement between the Company or any member of the Company Group, on the one hand, and the Operator, any Member(s) or any of their Affiliates, on the other hand, including the Management Agreement and the Rental Agreement.

“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a domestic, foreign or international Governmental Authority or any political subdivision thereof and shall include, for the avoidance of doubt, the TBOC.

“Lease Compensation” has the meaning assigned to that term in the Rental Agreement.

“Lease Rate” has the meaning assigned to that term in the Rental Agreement.

“Lessor” has the meaning assigned to that term in the Rental Agreement.

“Lessor Event of Default” has the meaning assigned to that term in the Rental Agreement.

“Liquidation Event” is defined in Section 12.1(a).

“Management Agreement” means that certain Agreement for Shared Management Services, by and between the Company and the Operator, dated as of the date hereof, and attached hereto as Exhibit D, as amended or supplemented from time to time.

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“Member” means any Person (but not any Affiliate or other Person in which such Person has an Equity Interest) executing this Agreement on the Effective Date or who is hereafter admitted to the Company as a member of the Company as provided in this Agreement, but such term does not include any Person who has ceased to be a member of the Company.

“Member Indemnitees” is defined in Section 9.1(h).

“Member Indemnitors” is defined in Section 9.1(h).

“Member Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning assigned to the term “partner nonrecourse debt minimum gain” in Treasury Regulations Section 1.704-2(i)(2).

“Member Nonrecourse Deduction” has the meaning assigned to the term “partner nonrecourse deduction” in Treasury Regulations Section 1.704-2(i)(1).

“Members’ Schedules” is defined in Section 3.5.

“Minimum Gain” has the meaning assigned to the term “partnership minimum gain” in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Mobile Energy Rentals” means Mobile Energy Rentals, LLC, a Texas limited liability company.

“Non-Compensatory Option” has the meaning set forth in Treasury Regulations Section 1.721-2(f).

“Non-Defaulting Member” is defined in Section 5.4(b).

“Nonrecourse Deductions” has the meaning assigned to that term in Treasury Regulations Section 1.704-2(b)(1).

“Officers” is defined in Section 8.8(a).

“Operating Budget” means the annual operating expense budget of the Company.

“Operating Loss” is defined in Section 8.5(d).

“Operator” means Solaris Power Solutions Stateline Operating, LLC, a Delaware limited liability company, or any successor or replacement operator pursuant to the Management Agreement.

“Original Agreement” is defined in the recitals.