Exhibit E
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`Page 1 of 9
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`TRADING TECH EXHIBIT 2302
`TRADESTATION v. TRADING TECH
` CBM2015-00179
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`

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`epit.com
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`Technology Development Agreement
`
`This Agreement (the" Agreement") is made April24, 1998 among:
`
`BUSINESSBOTS INC. ("BusinessBots"),
`a California corporation
`with offices at 301 Howard, Suite 1450, San Francisco, CA,
`which develops Internet electronic commerce technologies
`
`-and-
`
`INTERNET GAME INC. ("iGame"),
`a California corporation
`with offices at 301 Howard, Suite 1450, San Francisco, CA,
`which develops Internet client and game technologies
`
`-and-
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`TRADE MANAGEMENT, LLC ("TradeMan"),
`a California Limited Liability Company
`and a member of the Pacific Exchange
`with offices at 220 Montgomery Street, Suite 437, San Francisco, CA 94104
`
`-and-
`
`SCENORAMA STUDIOS, ("Scenorama")
`a partnership managed by Peter C. Hart
`with offices at 53 Oakdale A venue, San Rafael, CA 94901
`,which designs training simulations for the Internet.
`
`-and-
`
`ePIT,
`a business venture of Trademan and Scenorama
`with offices at 220 Bush Street, Suite 437, San Francisco, CA 94104
`which intends to operate a Web site at ePIT.com
`
`ePIT:
`1. is developing technology (the "Core Technology") that brings the experience
`of pit trading to an online screen environment;
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`Highly Confidential -Attorneys' Eyes Only
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`PH00000367
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`Page 2 of 9
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`Technology Development Agreement for ePIT.com
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`Page 2 of 7
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`2.
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`3.
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`is assembling all the necessary technology, know-how, access and rights (the
`"Pit Kit") to operate an online trading pit; and
`intends to license the Pit Kit (the "Pit Licenses") to enable licensees (the "Pit
`Licensees") to operate online trading pits for securities, derivatives, physical
`contracts, commodities, futures, events, currencies, risk agreements, interest
`instruments and games, (the "Pit Products") developed by the Pit Licensees.
`
`The Core Technology consists of a computer-human interface specification for
`an online computer screen that provides each trader with:
`1. The ability to engage in real-time trading in primary markets for Pit Products;
`2. Multiple traders on one screen interacting and competing with each other;
`3. Direct order execution;
`4. Bids, offers, execution and trading activity is represented by visual and
`auditory clues;
`5. All bids/ offer/trades and other user input can be entered by the user with
`and without the use of the keyboard;
`6. Decision critical information is in graphical format;
`7. Real-time pricing information is available on underlying product;
`8. Access to charts with historical prices;
`9. Access to information about all traders who have accounts;
`10. Tokens for all traders who are active at any point in time;
`11. Access to all the information a trader needs and wants to know about the Pit
`Products being traded;
`12. Access to all the information a trader needs and wants to know about the
`other traders;
`13. Information about the traders account;
`14. Interaction and communication among traders to encourage community
`building;
`15. Sufficient information to generate confidence among traders that the online
`exchange provides them with a level playing field in which every trader has
`an equal opportunity to make money without fear that some offline activity
`or information or the way that orders are executed gives any other trader an
`advantage; and,
`16. Such other and further related and consequential characteristics and features
`as the Parties may identify in the course of developing the Pit Kit.
`
`The Pit Kit consists of:
`1. At least 3 alternative graphical presentations of the screen environment;
`2. Client software for traders (the "Client Software") that;
`(a) implements the Core Technology;
`(b) is designed to function with online servers (the "Servers") that provide
`industry standard, real-time exchange, clearance and account services;
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`Highly Confidential -Attorneys' Eyes Only
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`PH00000368
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`Page 3 of 9
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`Technology Development Agreement for ePIT.com
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`Page 3 of 7
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`(c) integrates third party chat, conferencing, news, email and browser
`technologies; and
`(d) provides configuration options for Pit Licensees to support the trading of
`a wide array of Pit Products.
`3. Administration software (the "Administration Software") for Pit operators;
`4. Generic manuals for traders and administrators;
`5. A description of all the computer-user interactions;
`6. A list of the data generated by the user;
`7. A list of the data made available for the user;
`8. A list of the data required and produced by the Servers;
`9. A description of the process of trading Pit Products in an online pit;
`10. Generic specifications for Pit Products;
`11. The rules for operating an online pit;
`12. Access to Internet providers with exchange, account and clearance servers
`and services;
`13. Access to third party providers of integrated chat, conferencing, news, email
`and browser technologies;
`14. Pit License;
`15. A schedule of fees; and,
`16. Such other and further technology, know-how, access and rights as the
`parties consider appropriate.
`
`BusinessBots, iGame, Trademan and Scenorama are collectively referred to as the
`"Parties" and any one of them may be referred to as a "Party".
`
`The Parties agree to work together to develop the Core Technology and the Pit
`Kit on the following terms:
`1) Title to the Pit Kit, etc- ePIT owns the absolute, worldwide and exclusive
`title to the Core Technology, Client Software, Administration Software, and
`the manuals and specifications that are included in the Pit Kit.
`2) Pit Kit Licenses- Once the Pit Kit is ready for licensing, each Party may
`obtain a Pit License on terms as favorable as the most favorable terms
`available to any third party.
`3) Non-Competition & Confidentiality- Each Party represents that it has no
`independent interest in developing, consulting on or owning technologies
`that are competitive to the Core Technology or the Pit Kit and agrees to enter
`into comprehensive non-disclosure and non-competition covenants effective
`for each Party from the date of this Agreement to a date that is 30 months
`from the date such Party's association with the development of the Pit Kit has
`been terminated, and to take all necessary and prudent steps to preserve
`ePIT's title to the Core Technology and Pit Kit and to bind its shareholders,
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`Highly Confidential -Attorneys' Eyes Only
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`PH00000369
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`Page 4 of 9
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`Technology Development Agreement for ePIT.com
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`Page 4 of 7
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`directors, officers, employees and independent consultants engaged directly
`or indirectly with the development of the Pit Kit.
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`4) Client Development Services- iGame will provide design, consulting and
`software development services (the "Client Development Services") as an
`independent contractor to ePIT and not as an employee, and all right, title
`and interest in and to iGame' s work product with respect to the Client
`Development Services as performed by its directors, officers, employees and
`independent contractors shall be considered the absolute and exclusive
`property of ePIT and iGame agrees to do whatever may be required to effect
`that result.
`
`5) Schedule of Fees & Deliverables - ePIT agrees to pay iGame the indicated
`fees, within 5 business days of receipt of the following deliverables for a
`Windows 95 version of the Pit Kit:
`
`a) Preliminary Design Document- $20,000 for the Preliminary Design
`Document of the Pit Kit, to be completed within 1 month from the start of
`the project (the Start Date"), which will be the date Trademan makes
`available a comprehensive specification of the trading process;
`b) Technical Design Review- $20,000 for the Technical Design Review, a
`detailed technical specification of all the elements of the Pit Kit, to be
`completed within two months from the Start Date;
`c) Story Boards- $10,000 for all screen graphics, including at least 3
`alternative templates and story boards, to be completed within three
`months from the Start Date;
`d) Prototype - $50,000 for a working prototype that will enable ePIT to test
`the efficacy of the design in controlled experiments over the Internet and
`to demonstrate the capabilities to potential investors and strategic
`partners, to be completed within 4 to 6 months from the Start Date;
`e) Beta- $150,000 for a Beta version of the Pit Kit, ready for public testing of
`Pit Products on the Internet, to be completed within 12 months from the
`Start Date; and
`f) Release 1.0 -Estimated $100,000 for completion of Version 1.0 of the Pit
`Kit, to be completed within 18 months from the Start Date. Final cost
`target to be determined at completion of prototype.
`
`6) Trading Intelligence- Trade Management will provide iGame with design
`assistance, sound recordings, photographs, videos and system intelligence
`regarding the securities and options trading business.
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`7) Beta Facilities- ePIT shall provide appropriate systems facilities and
`operating personnel to conduct the public beta test of the Pit Kit at its
`expense.
`
`8) Exchange Server - BusinessBots has an interest in and resources for
`developing exchange server technology. ePIT is intends to negotiate a non-
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`Highly Confidential -Attorneys' Eyes Only
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`PH00000370
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`Page 5 of 9
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`Technology Development Agreement for ePIT.com
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`Page 5 of 7
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`exclusive license for such exchange technology from BusinessBots, on
`payment of royalties that are a percentage of revenues and other commercial
`terms similar to the terms it would expect with alternative suppliers. Within 1
`month from the Start Date, BusinessBots will submit to ePIT a proposal
`containing a comprehensive functional specification for an electronic
`exchange server appropriate for the Pit Kit, the cost for its development,
`proposed royalties and license terms, including satisfactory provisions for
`technical support and ongoing maintenance. ePIT and BusinessBots will
`negotiate with each other and reach a determination on whether or not to
`enter into an exchange license (the Exchange License") within 30 days
`following delivery of the proposal.
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`9) Title to the Exchange Server - BusinessBots owns the absolute, worldwide
`and exclusive title to the exchange technology and will represent that it has
`the power and authority to enter into the Exchange License.
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`10) Exchange Server Prototype License - Whether or not ePIT and BusinessBots
`agree to enter into the Exchange License, BusinessBots agrees to work in
`parallel with iGame to prepare information about the exchange server for the
`preliminary design documents, detailed technical specifications and working
`prototype and deliver its work on or before the same delivery dates as those
`agreed to by iGame. ePIT agrees to pay BusinessBots $25,000 on delivery of a
`working exchange prototype (the "Exchange Prototype") in payment for:
`a) a non-exclusive license, (the Exchange Server Prototype License") for the
`use of the Exchange Prototype during the demonstration, testing and
`development of the Pit Kit client;
`b) the cost to develop any features of the Exchange Prototype necessary to
`make it suitable for the functionality required by the Pit Kit; and
`c) a fully paid up, non-exclusive license in perpetuity to use the information
`and specifications provided about the Exchange Prototype.
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`d) In order to assure the working prototype will be completed at the same
`time as the client prototype, the agreement to continue to work on the
`server must be finalized by the end of the technical design review.
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`11) Title to the Exchange Server Prototype- BusinessBots owns the absolute,
`worldwide and exclusive title to the Exchange Server Prototype and will
`represent that it has the power and authority to enter into the Exchange
`Prototype License.
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`12) JV Participation- BusinessBots or iGame may, at any time after delivery of
`the Preliminary Design Documents, offer to invest all or part of the fees and
`royalties it is entitled to under this agreement into an equity interest in ePIT
`in accordance with the terms set out in the attached Joint Venture Agreement.
`
`13) Termination- BusinessBots or iGame may, at its sole discretion, at any time
`during the development of the Pit Kit, give notice of its intent to withdraw
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`Highly Confidential -Attorneys' Eyes Only
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`PH00000371
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`Page 6 of 9
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`Technology Development Agreement for ePIT.com
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`Page 6 of 7
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`from further development work and terminate this agreement. ePIT may, at
`its sole discretion, at any time during the development of the Pit Kit, give
`notice that it requires that either or both BusinessBots and iGame withdraw
`from further development work and terminate this agreement. On such
`termination,
`a) The non-competition and non-disclosure covenants survive;
`b) If BusinessBots or iGame has made an investment, the Joint Venture
`Agreement survives;
`c) Any licenses granted prior to the termination survive;
`d) The right to obtain a Pit License survives although ePIT is under no
`obligation to complete the development of the Pit Kit;
`e) If the termination is the result of ePIT's initiative and has occurred at a
`time when BusinessBots or iGame has incurred significant development
`costs since the last deliverable was paid for, the parties will negotiate in
`good faith to compensate BusinessBots or iGame for its out of pocket costs
`on a quantum merit basis but not more than the value to ePIT of what
`BusinessBots and iGame deliver prior to termination; and,
`f) The Parties will release each other from any other obligations under this
`Agreement.
`14) Design Control- Each party has design control over its own Pit Products.
`BusinessBots has design control over its exchange technology and ePIT has
`design control over the Pit Kit and Software Client functions. Trademan,
`Scenorama and ePIT agree not to interfere with the internal development
`processes of BusinessBots or iGame.
`15) Business Building - The Parties agree to support ePIT in its plan to build an
`operating business that markets the Pit Kits and employs technical personnel
`who manage the ongoing support and development of the Pit Kit
`technologies.
`16) Binding Effect - This Agreement constitutes a binding agreement in
`accordance with the laws of the State of California, and may not be assigned.
`The above referenced transactions shall be effected through definitive
`agreements which will contain customary warranties, representations and
`indemnifications, and will address all appropriate legal and contractual
`issues, including disposition of intellectual property rights, defaults and
`other contingencies. Each Party agrees to do, execute and deliver, or cause to
`be done, executed and delivered, all such statements, directions, receipts,
`acknowledgments, documents, acts, matters and things as may be reasonably
`requested by any Party or ePIT for the purpose of giving effect to this
`Agreement.
`17) Non-Disclosure- Each Party shall ensure that all confidential information
`which such Party or any of its respective officers, directors, employees,
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`Highly Confidential -Attorneys' Eyes Only
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`PH00000372
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`Page 7 of 9
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`Technology Development Agreement for ePIT.com
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`Page 7 of 7
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`counsel, agents, accountants, independent contractors or investors may now
`possess, or hereafter create, or obtain, relating to the financial condition,
`results of operation, business, properties, assets, liabilities, or future prospects
`of the other party, any affiliate of the other party or any customer or supplier
`of such other party or any such affiliate shall not be published, disclosed, or
`made accessible by any of the parties to any other person or entity at any
`time, in each case without the prior written consent of the other party;
`provided, however, that the restrictions of this sentence shall not apply (a) as
`may otherwise be required by law, (b) as may be necessary or appropriate in
`connection with the enforcement of this Agreement, (c) to the extent such
`information shall have otherwise become publicly available.
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`18) Counterparts - This Agreement may be executed in separate counterparts
`and may be delivered by actual delivery or by facsimile or e-mail
`transmission, any of which when so executed and delivered shall be an
`original, but all such counterparts shall together constitute one and the same
`instrument.
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`Signed:
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`BUSINESSBOTS, INC.
`
`-
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`Date: ---1~'------'~Yt'--1--f_'A' __
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`INTERNET GAME INC.
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`By~---...
`
`Name: Moses Ma, Chairman
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`Date: _rAf--'(?'-----.'lf--'h--"---'J __
`I
`I
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`Highly Confidential- Attorneys' Eyes Only
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`PH00000373
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`Page 8 of 9
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`Technology Development Agreement for ePIT.com
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`Page 8 of 7
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`TRADE~ANAGEMENT,LLC
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`By: fL------ ..
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`Name: Richard Friesen, President
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`SCENORAMA STUDIOS
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`Date: f ~~q~
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`Date: ~ \ 'L'f/ /~<{
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`Name: Peter C. Hart, ~anaging Partner
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`ePIT
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`By:_(L__ ___ . -
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`Date: "{I 2Y / Cf$
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`Name: Richard Friesen, ~anaging Partner
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`Highly Confidential -Attorneys' Eyes Only
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`PH00000374
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`Page 9 of 9