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Limited Partner by This Agreement LIMITED PARTNERSHIP AGREEMENT OF Q3 I, LP Dated as of November 1, 2018 TABLE OF CONTENTS Page ARTICLE I – FORMATION AND PURPOSE ........................................................................................... 1 ARTICLE II – ADMISSION OF PARTNERS; CAPITALIZATION ......................................................... 2 ARTICLE III – CAPITAL ACCOUNTS; PROFITS AND LOSSES .......................................................... 3 ARTICLE IV – DISTRIBUTIONS OF CASH FLOWS; WITHDRAWALS .............................................. 6 ARTICLE V – POWERS, DUTIES AND RIGHTS OF GENERAL PARTNER ...................................... 10 ARTICLE VI – POWERS, RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS ........................ 15 ARTICLE VII – ACCOUNTING, BOOKS AND RECORDS; REPORTS TO PARTNERS ................... 16 ARTICLE VIII –TRANSFER AND ASSIGNMENT OF PARTNERSHIP INTERESTS ........................ 17 ARTICLE IX – DISSOLUTION OF PARTNERSHIP .............................................................................. 18 ARTICLE X – POWER OF ATTORNEY ................................................................................................. 21 ARTICLE XI – MISCELLANEOUS ......................................................................................................... 21 APPENDIX A – DEFINITIONS ................................................................................................................ 25 -i- This FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (the “Agreement”) of Q3 I, LP, a Delaware limited partnership (the “Partnership”), is made and entered into as of this 1st day of November, 2018, by and among Q3 HOLDINGS, LLC (the “GP”), a Delaware limited liability company, as the GP, and the Limited Partners. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby covenant and agree as follows: ARTICLE I – FORMATION AND PURPOSE 1.01 Formation: The GP has executed the Certificate of Limited Partnership and caused it to be filed as required by the Act, and shall from time to time execute and file elsewhere a similar certificate when required by applicable law or permitted by applicable law and advisable for the Partnership to do so. 1.02 Name: The name of the Partnership shall be Q3 I, LP, and the business of the Partnership shall be conducted under such name. 1.03 Offices: The registered office of the Partnership is at 1994 Carolina Circle NE, St Petersburg FL 33703. The Partnership’s initial registered agent for service of process at such address shall be Harvard Business Services, Inc. The business office of the Partnership is 1994 Carolina Circle NE, St Petersburg FL 33703. The Partnership may have such additional offices at such other places as the GP shall deem advisable. 1.04 Term: The Partnership shall continue until the earlier of (i) the termination, bankruptcy, insolvency or dissolution of the GP, (ii) the complete withdrawal of the GP from the Partnership, unless a successor general partner is appointed pursuant to Section 4.02(b) hereof, (iii) entry of a decree of judicial dissolution under Section 17-802 of the Act, or (iv) a determination by the GP that the Partnership should be dissolved. 1.05 Purpose of Partnership: a) The Partnership is organized for the purpose of investing in Investments and engaging in all activities and transactions as the GP may deem necessary or advisable in connection therewith and doing such other lawful acts as the GP may deem necessary or advisable in connection with the maintenance and administration of the Partnership. b) The Partnership may engage in other activities and businesses incidental to the purpose of the Partnership as may be necessary or desirable, in the opinion of the GP, to promote and carry out the principal purposes of the Partnership, as set forth above; provided, however, that, without the written consent of Limited Partners holding a majority of the Allocation Percentages of all Limited Partners at such time, (i) the purpose of the Partnership shall not be changed, and (ii) the Partnership shall not engage in any substantial business endeavor other than those consistent with the purpose of the Partnership, or incidental thereto. 1.06 Investment Management Techniques Proprietary: The investment management systems, software, algorithms, techniques and methods employed by the GP in the management of the Partnership’s investments shall be the sole property of the GP, and neither the Partnership nor any Limited Partner shall have any interest in or right or claim with respect to such investment management systems, techniques or methods or in any of the research products or recommendations generated through their use. 1 1.07 Definitions: Capitalized terms used and not defined herein shall have the meaning attributed to such terms in the definitions set forth in Appendix A hereto, or in the relevant section of this Agreement listed on Appendix A. ARTICLE II – ADMISSION OF PARTNERS; CAPITALIZATION 2.01 Admission of Partners: The GP may admit one or more new Partners at such times and on such terms as the GP deems appropriate, subject only to the conditions that: a) Each new Partner shall execute a Subscription Agreement pursuant to which it agrees to be bound by the terms and provisions hereof; b) The total number of Limited Partners may not at any time exceed 100 (as interpreted under Section 3 of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder; and c) The GP reasonably believes that any new Partner satisfies the minimum investor suitability standards established by the GP. 2.02 Capital Contributions of Limited Partners: Upon admission to the Partnership, each Limited Partner shall contribute Cash (or, in the sole discretion of the GP, Investments), in the amount set forth in such Partner’s Subscription Agreement. Each Limited Partner who has contributed or may contribute Investments to the Partnership shall, prior to the date of any such contribution, furnish to the Partnership evidence, satisfactory to the GP, as to his dates of acquisition of such Investments, and his adjusted basis thereof for federal income tax purposes. The minimum initial capital contribution to the Partnership by a Limited Partner is generally $50,000, subject to the GP’s sole discretion to accept subscriptions for lesser amounts or, upon giving notice to the Limited Partners, to require a higher minimum. Limited Partners may be admitted on the first business day of any calendar month, or at any other time the GP chooses to accept initial capital contributions. The GP may, in its sole discretion, reject any initial subscription request. 2.03 Additional Capital Contributions: A Partner may make additional contributions in Cash (or, in the sole discretion of the GP, Investments, as described in Section 2.02) to the Partnership in amounts of not less than $20,000, with the consent of the GP and subject to its sole and absolute discretion to accept lesser amounts. Additional capital contributions may be accepted from existing Limited Partners on the first business day of any calendar month, or at any other time the GP chooses to accept such additional capital contributions. The GP may, in its sole discretion, reject any additional contribution request. The GP may, in its sole discretion, reject any additional contribution request, but the Partnership may at no time accept more than $15,000,000 in aggregate contributions. 2.04 No Interest on Contributions: No Partner shall be entitled to receive interest on its capital contributions. 2.05 No Right to Return of Capital Contribution: No Partner shall have the right to withdraw from the Partnership or to demand a return of all or any part of his capital contribution during the term of the Partnership except as provided in Article IV hereof. 2.06 Liability of Limited Partners: Notwithstanding any other term or provision of this Agreement to the contrary, in no event shall any Limited Partner be liable for (i) any debts, obligations, liabilities or indemnifications of the Partnership in an amount that exceeds the capital contribution of such Limited Partner or for (ii) any debts, obligations, liabilities or indemnifications of any other Partner, nor shall the Limited Partners have any personal liability for contributing any capital to the Partnership. 2 ARTICLE III – CAPITAL ACCOUNTS; PROFITS AND LOSSES 3.01 Capital Accounts: a) One or more Capital Accounts shall be established and maintained on the books of the Partnership for each Partner. The amount of each Partner’s initial capital contribution shall be credited to its Capital Account at the beginning of the Accounting Period in which such capital contribution is accepted. At the end of such Accounting Period (and each Accounting Period thereafter), the Capital Account of each Partner shall be increased or decreased by the amount credited or debited to the Capital Account of such Partner pursuant to Section 3.02(a) through (b). At the beginning of each Accounting Period thereafter, the Capital Account of each Partner shall be increased by the amount of any additional capital contributions made by such Partner on the first day of such Accounting Period and decreased by the amount of any withdrawals made by such Partner pursuant to Article IV as of the end of the immediately preceding Accounting Period. b) Capital
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