SECURITIES
PURCHASE AGREEMENT

       

      This
Securities Purchase Agreement (this "Agreement") dated as of
December 10, 2009 is entered into by and among Mitek Systems, Inc., a Delaware
corporation (the "Company"), and each purchaser
identified on the signature pages hereto (each, including its successors and
assigns, a "Purchaser"
and collectively the "Purchasers").

       

      RECITALS

       

      Subject
to the terms and conditions set forth in this Agreement and pursuant to Section
4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506
promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the
Company, securities of the Company as more fully described in this
Agreement.

       

      In
consideration of the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and each Purchaser agree as follows:

       

      ARTICLE
I

       

      DEFINITIONS

       

      1.1           Definitions.  In
addition to the terms defined elsewhere in this Agreement, the following terms
have the meanings set forth in this Section 1.1:

       

      "Accredited Investor
Questionnaire" means the accredited investor questionnaire, substantially
in the form attached hereto as Exhibit A, delivered
by the Purchasers to the Company hereunder.

       

      "Affiliate" means any Person
that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such term is used in
and construed under Rule 405 promulgated under the Securities
Act.  With respect to a Purchaser, any investment fund or managed
account that is managed on a discretionary basis by the same investment manager
as such Purchaser will be deemed to be an Affiliate of such
Purchaser.

       

      "Business Day" means Monday
through Friday, excluding any day of the year on which banks are required or
authorized to close in the State of California.

       

      "Closing" means the closing of
the purchase and sale of the Securities pursuant to Section 2.1.

       

      "Closing Date" means the
Business Day on which all of the Transaction Documents have been executed and
delivered by the applicable parties thereto pursuant to Sections 2.2(a) and
2.2(b), and all conditions precedent to (i) the Purchasers' obligations to pay
the Subscription Amount and (ii) the Company's obligations to deliver the
Securities, in each case, have been satisfied or waived.

       

      "Common Stock" means the common
stock of the Company, par value $0.001 per share.

       

      "Debentures" means the 5%
Secured Convertible Debentures due December 10, 2011, substantially in the form
attached hereto as Exhibit B, issued by
the Company to the Purchasers hereunder.

       

      "Exchange Act" means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      "Governmental Entity" means any
foreign, federal, state, municipal or local government, governmental, regulatory
or administrative authority, agency, instrumentality or commission or any United
States court, tribunal, or judicial or arbitral body of any nature; or any
United States body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory or taxing authority or
power of any nature.

       

      "Person" means an individual,
sole proprietorship, partnership, joint venture, trust, unincorporated
association, corporation, limited liability company, entity or Governmental
Entity.

       

      "Rule 144" means Rule 144
promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same effect as such rule.

       

      "Security Agreement" means the
Security Agreement, dated the date hereof, among the Company and the Purchasers,
in the form attached hereto as Exhibit
C.

       

      "SEC" means the United States
Securities and Exchange Commission.

       

      "Securities" means the
Debentures, the Warrants and the Underlying Shares.

       

      "Short Sales" include (i) all
"short sales" as defined in Rule 200 promulgated under Regulation SHO under the
Exchange Act, whether or not against the box, and all types of direct and
indirect stock pledges, forward sale contracts, options, puts, calls, short
sales, swaps, "put equivalent positions" (as defined in Rule 16a-1(h) under the
Exchange Act) and similar arrangements (including on a total return basis), and
(ii) sales and other transactions through non-U.S. broker dealers or foreign
regulated brokers.

       

      "Subscription Amount" means, as
to each Purchaser, the aggregate amount to be paid for Debentures and Warrants
purchased at the Closing and as specified below such Purchaser's name on the
signature page of this Agreement and next to the heading "Subscription Amount,"
in United States dollars in immediately available funds.

       

      "Transaction Documents" means
this Agreement, the Security Agreement, the Debentures, the Warrants, all
exhibits and schedules hereto and thereto and any other agreements executed in
connection with the transactions contemplated hereunder.

       

      "Underlying Shares" means the
shares of Common Stock issued and issuable upon conversion or redemption of the
Debentures and upon exercise of the Warrants.

       

      "Warrants" shall mean the
common stock purchase warrants, substantially in the form attached hereto as
Exhibit D,
delivered to the Purchasers at the Closing in accordance with Section
2.2(b)(3)(D).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ARTICLE
II

       

      PURCHASE AND
SALE

       

      2.1           The Debentures and Warrants;
Closings.

       

       
(a)           Issuance of
Debentures.  Subject to all of the terms and conditions hereof,
the Company agrees to sell to each Purchaser, and each Purchaser, severally and
not jointly, agrees to purchase from the Company, a Debenture in the principal
amount equal to the amount of such Purchaser's Subscription Amount.

       

       
(b)           Issuance of
Warrants.  Concurrently with the issuance of a Debentures to a
Purchaser, the Company will issue to such Purchaser a Warrant registered in the
name of such Purchaser to purchase up to a number of shares of Common Stock
equal to 25% of the quotient obtained by dividing such Purchaser's Subscription
Amount by $0.75, rounded
up to the closest whole share.

       

       
(c)           Closing.  Each
purchase and sale of the Debentures and Warrants shall take place at a Closing
to be held at such time and location as the Company and the Purchasers
participating in such Closing shall mutually agree and upon satisfaction of the
covenants and conditions set forth in Section 2.2.  At each Closing,
each Purchaser participating in such Closing shall deliver to the Company via
wire transfer or a certified check of immediately available funds equal to such
Purchaser's Subscription Amount as set forth on the signature page hereto
executed by such Purchaser, and the Company shall deliver to such Purchaser its
respective Debenture and Warrant as determined pursuant to Sections 2.1(a) and
2.1(b) above.  In addition, at each Closing, the Company and each
Purchaser shall deliver the items set forth in Section 2.2 deliverable at a
Closing.  At each Closing, the Company shall update the Schedule of
Purchasers attached as Schedule I hereto to
identify the relevant Closing Date and list the name and address for each
Purchaser participating in such Closing, together with such Purchaser's
Subscription Amount, which update shall not require any formal amendment
hereunder pursuant to Section 5.5.

       

      2.2           Closing
Conditions.

       

      (a)           The
obligations of the Company to a Purchaser hereunder in connection with a Closing
are subject to the following conditions being met, to the extent not waived by
the Company in writing:

       

      (1)           the
accuracy in all respects when made and on such Closing Date of the
representations and warranties of such Purchaser contained herein;

       

      (2)           all
obligations, covenants and agreements of such Purchaser required to be performed
at or prior to such Closing Date shall have been performed; and

       

      (3)           the
Company shall have received:

       

       
(A)           this
Agreement duly executed by such Purchaser;

       

       
(B)           the
Security Agreement duly executed by such Purchaser;

       

       
(C)           the full amount of such Purchaser's
Subscription Amount by wire transfer to the account specified in writing by the
Company; and

       

       
(D)           the
Accredited Investor Questionnaire completed and duly executed by such
Purchaser.

       

      (b)           The
respective obligations of the Purchasers hereunder in connection with a Closing
are subject to the following conditions being met to the extent not waived by
such Purchaser:


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (1)           the
accuracy in all material respects (except to the extent that such
representations and warranties are qualified by materiality, material adverse
effect, or words of like effect, in which case such representations and
warranties shall be true in all respects) when made and on such Closing Date of
the representations and warranties of the Company contained herein;

       

      (2)           all
obligations, covenants and agreements of the Company required to be performed at
or prior to such Closing Date shall have been performed; and

       

      (3)           such
Purchaser shall have received:

       

       
(A)          this Agreement
duly executed by the Company;

       

       
(B)           the
Security Agreement duly executed by the Company;

       

       
(C)           a Debenture
in principal amount calculated as set forth in Section 2.1(a) and as shall be
set forth on Schedule
I attached hereto, registered in the name of such Purchaser;

       

       
(D)           a Warrant
registered in the name of such Purchaser to purchase the number of shares of
Common Stock as set forth in such Warrant; and

       

       
(E)           a
certificate signed by the Company's Chief Executive Officer or Chief Financial
Officer, in such Person's capacity as an officer of the Company, to the effect
that the representations and warranties of the Company in Section 3.1 are true
and correct in all material respects (except to the extent that such
representations and warranties are qualified by materiality, material adverse
effect, or words of like effect, in which case such representations and
warranties shall be true in all respects) as of, and as if made on, the date of
this Agreement and as of such Closing Date and that the Company has satisfied in
all material respects all of the conditions set forth in this Section 2.2(b);
provided, however, that the foregoing certificate shall not be required if such
Closing Date occurs on the date of this Agreement.

       

      ARTICLE
III

       

      REPRESENTATIONS AND
WARRANTIES

       

      3.1           Representations and
Warranties of the Company.  The Company hereby represents and
warrants as of the date hereof and as of the applicable Closing Date to each
Purchaser as follows:

       

       
(a)           Organization and
Qualification.  The Company is an entity duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to perform its obligations
under this Agreement. The Company is duly qualified to conduct business and is
in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, would not result in (i) a material adverse effect
on the business of the Company taken as a whole, or (ii) a material adverse
effect on the Company's ability to perform in any material respect on a timely
basis its obligations under any Transaction Document.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       
(b)           Authorization.  The
execution, delivery and performance by the Company of this Agreement and each
other Transaction Document to which it is a party and each of the transactions
contemplated hereby or thereby have been duly and validly authorized by the
Company, and no other corporate act or proceeding on the part of the Company,
its board of directors or its stockholders is necessary to authorize the
execution, delivery or performance by the Company of this Agreement or any
Transaction Document to which it is a party or the consummation of any of the
transactions contemplated hereby or thereby.  This Agreement has been
duly executed and delivered by the Company and this Agreement constitutes, and
the other Transaction Documents upon execution and delivery by the Company will
each constitute, a valid and binding obligation of the Company, enforceable
against the Company in accordance with their respective terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

       

       
(c)           No
Conflict.  The execution, delivery and performance by the
Company of this Agreement and the Transaction Documents to which it is a party
and the consummation of each of the transactions contemplated hereby or thereby
will not (i) violate or conflict with the certificate of incorporation or bylaws
of the Company, (ii) violate, conflict with, result in any material breach of,
constitute a default under, result in the termination of, result in the
acceleration of any obligations under, result in a material change in terms of,
create in any party the right to accelerate, terminate, modify or cancel, or
require any consent or notice under, or create an event that, with the giving of
notice or the lapse of time, or both, would be a default under or material
breach of, any judgment, order, writ, injunction, decree or demand of any
Governmental Entity that materially affects the ability of the Company to
perform its obligations under this Agreement; (iii) result in the creation or
imposition of any Lien upon any assets or any of the equity of the Company, or
which affects the ability to conduct its business as conducted prior to the date
of this Agreement or perform its obligations under this Agreement; (iv) require
any declaration, filing or registration with, or authorization, consent or
approval of, exemption or other action by or notice to, any Governmental Entity
or other Person under the provisions of any law or any agreement to which the
Company is subject other than the filing of a Form D with the SEC and such
filings as are required to be made under applicable state securities
laws.

       

       
(d)           Legal
Proceedings.  There is no action, claim, suit or proceeding
pending by or against the Company that challenges or may have the effect of
preventing, delaying, making illegal or otherwise interfering with the execution
and delivery by the Company of this Agreement or any of the Transaction
Documents to which it is a party or the performance of the Company hereunder or
thereunder.

       

       
(e)           Issuance of
Securities.  The Securities are duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of
all liens imposed by the Company other than restrictions on transfer provided
for in the Transaction Documents.

       

       
(f)           SEC
Reports.  The Company has filed all reports, schedules, forms,
statements and other documents required to be filed by the Company under the
Securities Act and the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, since October 1, 2008 (the foregoing materials filed since
October 1, 2008, including the exhibits thereto and documents incorporated by
reference therein, being collectively referred to herein as the "SEC Reports") on a timely
basis or has received a valid extension of such time of filing and has filed any
such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports (i) were complete and accurate in all material
respects and (ii) complied in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       
(g)           Preemptive and Other
Rights.  No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents.

       

       
(h)           Financial
Statements.  The SEC Reports fairly present, in all material
respects, the financial position of the Company as of and for the dates thereof
and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, year-end audit
adjustments.

       

       
(i)           Private
Placement.  Assuming the accuracy of each Purchaser's
representations and warranties set forth in Section 3.2, no registration under
the Securities Act is required for the offer and sale of the Securities by the
Company to the Purchasers as contemplated hereby.

       

      3.2           Representations and
Warranties of the Purchasers.  Each Purchaser, for itself and
for no other Purchaser, hereby represents and warrants as of the date hereof and
as of the applicable Closing Date to the Company as follows:

       

       
(a)           Organization;
Authority.  Such Purchaser, if not a natural person, is an
entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with full right, corporate or partnership
power and authority to enter into and to consummate the transactions
contemplated by the Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder, and the execution and delivery of the
Transaction Documents and performance by such Purchaser of the transactions
contemplated by the Transaction Documents have been duly authorized by all
necessary corporate or similar action on the part of such
Purchaser.  Each Transaction Document to which it is a party has been
duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof, will constitute the valid and legally binding
obligation of such Purchaser, enforceable against it in accordance with its
terms, except (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.

       

       
(b)           Own
Account.  Such Purchaser (i) understands that the Securities
are "restricted securities" and have not been registered under the Securities
Act or any applicable state securities law (ii) is acquiring the Securities as
principal for its own account and not with a view to or for distributing or
reselling such Securities (within the meaning of Section 2(11) of the Securities
Act) or any part thereof in violation of the Securities Act or any applicable
state securities law, (iii) has no present intention of distributing any of such
Securities in violation of the Securities Act or any applicable state securities
law and (iv) has no direct or indirect arrangement or understandings with any
other Persons to distribute or regarding the distribution of such Securities
(this representation and warranty not limiting such Purchaser's right to sell
the Securities in compliance with applicable federal and state securities
laws).

       

       
(c)           Purchaser
Status.  At the time such Purchaser was offered the Securities,
it was, and at the date hereof it is, an "accredited investor" as defined in
Rule 501(a) under the Securities Act.  Such Purchaser is not required
to be registered as a broker-dealer under Section 15 of the Exchange
Act.

       

       
(d)           Residency.  Such
Purchaser's principal executive offices (or residence, in the case of a
Purchaser that is an individual) are in the jurisdiction set forth in the
Accredited Investor Questionnaire.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       
(e)           Experience of Such
Purchaser.  Such Purchaser, either alone or together with its
representatives (who are unaffiliated with and who are not compensated by the
Company or any Affiliate of the Company and who are not selling agents of the
Company), has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and risks of the
prospective investment in the Securities, and has so evaluated the merits and
risks of such investment.  Such Purchaser is able to bear the economic
risk of an investment in the Securities and, at the present time, is able to
afford a complete loss of such investment.

       

       
(f)           No
Representations.  Such Purchaser confirms that neither the
Company nor any of its authorized agents has made any representation or warranty
to such Purchaser about the Company or the Securities other than those set forth
in this Agreement, and that such Purchaser has not relied upon any other
representation or warranty, express or implied, in connection with the
transactions contemplated by this Agreement.

       

       
(g)           Investment
Risks.  Such Purchaser acknowledges and is aware that: (i)
there are substantial restrictions on the transferability of the Securities,
(ii) the Securities will not be, and such Purchaser does not have the right to
require that the Securities be, registered under the Securities Act; and (iii)
the certificates representing the Securities shall bear a legend similar to the
legend set out in Section 4.1.

       

       
(h)           Opportunity to Ask
Questions.  During the course of the transaction contemplated
by this Agreement, and before acquiring the Securities, such Purchaser has had
the opportunity (i) to be provided with financial and other written information
about the Company, and (ii) to ask questions and receive answers concerning the
business of the Company and its finances. Such Purchaser has, to the extent it
has availed itself of this opportunity, received satisfactory information and
answers.

       

       
(i)           General Solicitation.
Such Purchaser is not purchasing the Securities as a result of any
advertisement, article, notice or other communication regarding the Securities
published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or meeting or, to its knowledge,
in any other form of general solicitation or general advertisement.

       

       
(j)           Investor
Questionnaire.  The Accredited Investor Questionnaire completed
by such Purchaser is accurate, true and complete in all respects.

       

       
(k)          No Governmental
Review.  Such Purchaser understands that no Governmental Entity
has passed on or made any recommendation or endorsement of the Securities or the
fairness or suitability of the investment in the Securities nor have such
authorities passed upon or endorsed the merits of the offering of the
Securities.

       

       
(l)           Regulation
M.  Such Purchaser is aware that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of Common Stock and other
activities with respect to the Common Stock by the Purchasers.

       

       
(m)         Brokers and
Finders.  No Person will have, as a result of the transactions
contemplated by this Agreement, any valid right, interest or claim against or
upon the Company or such Purchaser for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on
behalf of such Purchaser.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      (n)           Certain Trading
Activities.  Other than with respect to the transactions
contemplated herein, since the time that such Purchaser was first contacted
regarding the transactions contemplated hereby until the date hereof, neither
such Purchaser nor any Affiliate of such Purchaser that (i) had knowledge of the
transactions contemplated hereby, (ii) has or shares discretion relating to such
Purchaser's investments or trading or information concerning such Purchaser's
investments, including in respect of the Securities, and (iii) is subject to
such Purchaser's review or input concerning such Affiliate's investments or
trading (collectively, "Trading
Affiliates") has directly or indirectly, nor has any Person acting on
behalf of or pursuant to any understanding with such Purchaser or Trading
Affiliate, effected or agreed to effect any transactions in the securities of
the Company (including any Short Sales involving the Company's
securities).

       

      (o)           Reliance by the
Company.  Such Purchaser understands that the foregoing
representations and warranties are to be relied upon by the Company as a basis
for exemption of the sale of the Securities under the Securities Act and under
the securities laws of all applicable states and for other
purposes.

       

      ARTICLE
IV

       

      OTHER AGREEMENTS OF THE
PARTIES

       

      4.1         Transfer
Restrictions.

       

      (a)           The
Securities may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer of Securities other
than pursuant to an effective registration statement or in compliance with Rule
144 or to the Company, the Company may require the transferor thereof to provide
to the Company, at the transferor's sole expense, an opinion of counsel selected
by the transferor and reasonably acceptable to the Company, the form and
substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of such transferred
Securities under the Securities Act and such transfer is in compliance with
applicable state securities laws.  As a condition of transfer, any
such transferee shall agree in writing to be bound by the terms of this
Agreement and shall have the rights of a Purchaser under this
Agreement.

       

      (b)           The
Purchasers agree to the imprinting, so long as is required by this Section 4.1,
of a legend on any certificate representing any of the Securities in the
following form:

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") UNDER
SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), IN RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR
QUALIFICATION AFFORDED BY THE SECURITIES ACT AND/OR RULES PROMULGATED BY THE
COMMISSION PURSUANT THERETO. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
ALSO NOT BEEN REGISTERED OR QUALIFIED (AS THE CASE MAY BE) UNDER THE SECURITIES
LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES (THE "BLUE SKY LAWS"), IN
RELIANCE UPON ONE OR MORE EXEMPTIONS FROM REGISTRATION OR QUALIFICATION (AS THE
CASE MAY BE) AFFORDED UNDER SUCH SECURITIES LAWS. THESE SECURITIES HAVE BEEN
ACQUIRED FOR THE HOLDER'S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH
A VIEW FOR RESALE OR DISTRIBUTION.

       

      4.2         Securities Laws Disclosure;
Publicity.  The Company shall have sole control over any press
release, public announcement, statement or acknowledgment with respect to this
Agreement and the consummation of the transactions contemplated
herein.  The Company shall issue a press release regarding the
consummation of the transactions contemplated herein within 15 days of the
Closing.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      4.3           Form D; Blue Sky
Filings.  The Company agrees to timely file a Form D with
respect to the Securities as required under Regulation D. The Company shall take
such action as the Company shall reasonably determine is necessary to obtain an
exemption for or to qualify the Securities for sale to the Purchasers at the
Closing under applicable securities or "Blue Sky" laws of the states of the
United States.

       

      ARTICLE
V

       

      MISCELLANEOUS

       

      5.1           Termination.  This
Agreement may be terminated by either the Company or any Purchaser (as to such
Purchaser's obligations hereunder only and without any effect whatsoever on the
obligations between the Company and the other Purchasers), by written notice to
the other parties, if a Closing hereunder has not been consummated on or before
December 31, 2009; provided, however, that such termination will not affect the
right of any party to sue for any breach by the other party (or parties) and
provided that this ARTICLE V shall survive the termination of this Agreement and
shall remain in full force and effect.

       

      5.2           Fees and
Expenses.  Each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement.  The Company shall pay all
transfer agent fees, stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchasers.

       

      5.3           Entire
Agreement.  This Agreement and the other Transaction Documents
contain the entire understanding of the parties with respect to the subject
matter hereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been
merged into such documents, exhibits and schedules.

       

      5.4           Notices.  All
notices or other communications which are required or permitted hereunder shall
be in writing and shall be sufficiently given if (a) delivered personally or (b)
sent by registered or certified mail, postage prepaid, or (c) sent by overnight
courier with a nationally recognized courier, or (d) sent via facsimile
confirmed in writing in any of the foregoing manners, as set forth on the
signature pages attached hereto if delivered to Purchasers, or as follows if
delivered to the Company:

       

      
        	 
      	
                Mitek
      Systems, Inc.

              
	 
      	
                8911
      Balboa Ave., Suite B

              
	 
      	
                San
      Diego CA 92123

              
	 
      	
                Attention:  James
      B. DeBello

              
	 
      	
                Fax:  858.503.7820

              
	 
      	 
      
	
                With
      a copy
      to:               
      

              	
                Sheppard
      Mullin Richter & Hampton, LLP

              
	 
      	
                501
      W. Broadway, 19th
      Floor

              
	 
      	
                San
      Diego, CA 92101

              
	 
      	
                Attention:  Robert
      Copeland

              
	 
      	
                Fax:  619.515.4128

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      If sent
by mail, notice shall be considered delivered five Business Days after the date
of mailing, and if sent by any other means set forth above, notice shall be
considered delivered upon receipt thereof.  Any party may by notice to
the other parties change the address or facsimile number to which notice or
other communications to it are to be delivered or mailed.

       

      5.5           Amendments;
Waivers.  No provision of this Agreement may be waived,
modified, supplemented or amended except in a written instrument signed, in the
case of an amendment, by the Company and Purchasers holding Debentures
representing two-thirds of the aggregate principal amount then outstanding of
the Debentures then held by Purchasers or, in the case of a waiver, by the party
against whom enforcement of any such waived provision is sought.  No
waiver of any default with respect to any provision, condition or requirement of
this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such
right.

       

      5.6           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

       

      5.7           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns (including by
merger, share exchange or other similar corporate reorganization or similar
transaction).

       

      5.8           No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.

       

      5.9           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law
thereof.  Each party agrees that all legal proceedings concerning the
interpretation, enforcement and defense of the transactions contemplated by any
of the Transaction Documents (whether brought against a party hereto or its
respective directors, officers, shareholders, employees or agents) shall be
settled by arbitration administered by the American Arbitration Association in
accordance with its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.

       

      5.10           Survival.  The
representations and warranties of the Company and each Purchaser shall survive
the Closing and the delivery of the Securities for the applicable statute of
limitations.

       

      5.11           Counterparts.  This
Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.  Facsimile
and PDF signatures shall be treated as if they were originals.

       

      5.12           Severability.  If
any term or provision of this Agreement or the application thereof to any
circumstance shall, in any jurisdiction, be invalid or unenforceable, such term
or provision shall be ineffective as to such jurisdiction to the extent of such
invalidity or unenforceability without invalidating or rendering unenforceable
such term or provision in any other jurisdiction, the remaining terms and
provisions of this Agreement or the application of such terms and provisions to
circumstances other than those as to which it is held invalid or
enforceable.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      5.13           Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Purchasers and the Company will
be entitled to specific performance under this Agreement.  The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agrees to waive and not to assert in any action for
specific performance of any such obligation the defense that a remedy at law
would be adequate.

       

      5.14           Independent Nature of
Purchasers' Obligations and Rights; Separate Counsel.  The
obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance or non-performance of the obligations
of any other Purchaser under this Agreement or any other related agreement.
Nothing contained herein, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Agreement.  Each
Purchaser shall be entitled to independently protect and enforce its rights,
including the rights arising out of this Agreement or out of any related
agreement, and it shall not be necessary for any other Purchaser to be joined as
an additional party in any proceeding for such purpose.  Each
Purchaser acknowledges and agrees that such Purchaser has been represented by
its own separate legal counsel in their review and negotiation of the
Agreement.

       

      5.15           Attorney's
Fees.  In any proceeding arising out of this Agreement,
including with respect to any instrument, document or agreement made under or in
connection with this Agreement, the prevailing party shall be entitled to
recover its costs and actual attorneys' fees.  As used in this
Agreement, "actual attorneys' fees" shall mean the full and actual cost of any
legal services actually performed in connection with the matters involved,
calculated on the basis of the usual hourly fees charged by the attorneys
performing such services.

       

      5.16           Construction. This
Agreement has been negotiated by the parties and is to be interpreted according
to its fair meaning as if the parties had prepared it together and not strictly
for or against any party.  For purposes of this Agreement, (a) the
words "include," "includes" and "including" shall be deemed to be followed by
the words "without limitation"; (b) the word "or" is not exclusive; and (c) the
words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this
Agreement as a whole.  Currency amounts referenced herein, unless
otherwise specified, are in U.S. dollars. Unless the context otherwise requires,
references herein: (i) to the masculine, feminine or neuter gender includes
others (ii) to articles, sections, schedules and exhibits are to articles,
sections, schedules and exhibits of or to this Agreement; (iii) to an agreement,
instrument or other document means such agreement, instrument or other document
as amended, supplemented and modified from time to time to the extent permitted
by the provisions thereof and (iv) to a statute means such statute as amended
from time to time and includes any successor legislation thereto and any
regulations promulgated thereunder.

       

      [Signature
Pages Follow]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

       

      
        
          
            
              
                	
                        Mitek
      Systems, Inc.,

                      
	
                        a
      Delaware corporation

                      
	 
      
	
                        By:

                      	  
      
	
                        Name:

                      	  
      
	
                        Title:

                      	  
      


              

            

          

        

      

       

      [Signature
Pages For Purchasers Follow]


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
by their respective authorized signatories as of the date first indicated
above.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name
      of Purchaser: 

                                      	 
      
	
                                        Signature
      of Authorized  

                                        Signatory
      of Purchaser: 

                                      	 
      
	
                                        Name
      of Authorized Signatory: 

                                      	 
      
	
                                        Title
      of Authorized Signatory: 

                                      	 
      
	
                                        Facsimile
      Number of Purchaser: 

                                      	 
      
	
                                        Address
      for Notice of Purchaser: 

                                      	 
      
	 
      	 
      
	
                                        Address
      for Delivery of  

                                        Securities
      for Purchaser (if not  

                                        same
      as address for notice): 

                                      	 
      
	 
      	 
      
	
                                        Subscription
      Amount: 

                                      	 
      
	
                                        Warrants: 

                                      	 
      
	
                                        EIN
      Number: