REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 11, 2004, by and between Mitek Systems, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman...Registration Rights Agreement • January 13th, 2005 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
MITEK SYSTEMS, INC. SECURITIES PURCHASE AGREEMENT June 11, 2004 TABLE OF CONTENTSSecurities Purchase Agreement • January 13th, 2005 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...Warrant Agreement • January 13th, 2005 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
MITEK SYSTEMS, INC. SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands Date: June 11, 2004 To Whom It May Concern: To secure the...Security Agreement • January 13th, 2005 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands
ARTICLE 1Agreement and Plan of Reorganization • June 13th, 1997 • Mitek Systems Inc • Computer peripheral equipment, nec • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2014 • Mitek Systems Inc • Computer peripheral equipment, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ], by and among MITEK SYSTEMS, INC., a Delaware corporation (the “Company”) and [ ] (the “Indemnitee”).
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • January 13th, 2005 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
ACTIVE/106960961.1 MITEK SYSTEMS, INC. and UMB Bank, National Association as Trustee INDENTURE Dated as of February 5, 2021 0.750% Convertible Senior Notes due 2026Indenture • February 5th, 2021 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
AS LANDLORD, ANDOffice Lease • November 30th, 2005 • Mitek Systems Inc • Computer peripheral equipment, nec • California
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Mitek Systems, Inc. (“Counterparty”) as of the Trade Date specified below...Call Option Transaction • February 5th, 2021 • Mitek Systems Inc • Computer peripheral equipment, nec
This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
SECTION 382 RIGHTS AGREEMENTSection 382 Rights Agreement • October 23rd, 2018 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
This SECTION 382 RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2018 is between Mitek Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), as Rights Agent.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 14th, 2024 • Mitek Systems Inc • Computer peripheral equipment, nec
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2006 • Mitek Systems Inc • Computer peripheral equipment, nec • California
This Amended and Restated Employment Agreement (“AGREEMENT”) is made by and between James B. DeBello (the “Executive”) and Mitek Systems, Inc., a Delaware corporation (the “Company”) as of September 18, 2006. The employment relationship herein provided shall become effective (the “Commencement Date”) as of the Closing Date (as defined therein) of the Amended and Restated Agreement and Plan of Merger by and among the Company, Mitek Acquisition Sub, LLC, a Wyoming limited liability company, Parascript, LLC, a Wyoming limited liability company and Parascript Management, Inc., a Wyoming corporation, dated as of the date hereof (the “Merger Agreement”). In the event the Merger Agreement is terminated prior to the Closing Date, this Agreement shall be void and of no further force or effect upon such termination.
AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLANExecutive Severance and Change of Control Plan • February 27th, 2018 • Mitek Systems Inc • Computer peripheral equipment, nec • California
THIS AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this “Agreement”) is made and entered into as of February 27, 2018, and is retroactively effective for all purposes hereunder as of June 21, 2017 (the “Effective Date”), by and between MITEK SYSTEMS, INC., a Delaware corporation (the “Company”), and Jeffrey C. Davison (the “Executive”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Appendix A hereto.
EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN THIS EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN (this “Agreement”) is made and entered into as of October 11, 2011 (the “Effective Date”) by and between Mitek Systems, Inc., a Delaware corporation...Executive Severance and Change of Control Plan • October 13th, 2011 • Mitek Systems Inc • Computer peripheral equipment, nec • California
WHEREAS, the Board of Directors of the Company has determined that appropriate steps should be taken to incentivize Executive’s attention and dedication to his assigned duties and to provide Executive with enhanced financial security and sufficient encouragement to remain employed by the Company in order to maximize stockholder value presently and at any time in which the Company may consider a change of control or other strategic transaction for the benefit of the Company’s stockholders; and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2010 • Mitek Systems Inc • Computer peripheral equipment, nec • California
This Securities Purchase Agreement (this "Agreement") dated as of September 30, 2010 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").
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2011 • Mitek Systems Inc • Computer peripheral equipment, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2011, by and among Mitek Systems, Inc., a Delaware corporation (the “Company”) and the “Indemnitee”.
SECURITY AGREEMENTSecurity Agreement • December 16th, 2009 • Mitek Systems Inc • Computer peripheral equipment, nec • California
This Security Agreement (the “Agreement”) is made as of December 10, 2009 by and between Mitek Systems, Inc., a Delaware corporation (the “Debtor”), in favor of each of the parties listed on Exhibit A hereto (each a “Secured Party,” and collectively, the “Secured Parties”).
Share Purchase Agreement among the Shareholders of ICAR VISION SYSTEMS, S.L. as Sellers and Mitek Holding B.V. as Buyer and MITEK SYSTEMS, INC. as Buyer´s Guarantor 16 October 2017Share Purchase Agreement • October 20th, 2017 • Mitek Systems Inc • Computer peripheral equipment, nec
Mr. Daniel Ponsa Mussarra is duly represented by Ms. Cristina Cañero Morales, an individual of legal age and Spanish nationality, with national identity card number 45487120C, domicile in Spain at Crer. Carrasco I Formiguera 8 P02 2, Sant Cugat del Valles, Barcelona, who acts in her capacity as attorney pursuant to the power of attorney dated 11 October 2017.
MITEK SYSTEMS, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • October 28th, 2022 • Mitek Systems Inc • Computer peripheral equipment, nec
Mitek Systems, Inc. (the “Company”) hereby grants to you, Christopher Briggs (the “Executive”) that number of restricted units of the Company’s Common Stock set forth below (the “Performance Restricted Stock Unit Award”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Mitek Systems, Inc. 2020 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.
MITEK SYSTEMS, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 27th, 2020 • Mitek Systems Inc • Computer peripheral equipment, nec
Mitek Systems, Inc. (the “Company”) hereby grants to you, Judith M. Ohrn (the “Executive”) an option to purchase that number of shares of Common Stock set forth below (the “Option”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.
MITEK SYSTEMS, INC. (a Delaware corporation) 2,857,142 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 25, 2013Underwriting Agreement • June 25th, 2013 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
SHARE PURCHASE AGREEMENT by and among the shareholders of A2iA Group II, S.A.S., Mitek Systems, Inc.Share Purchase Agreement • May 23rd, 2018 • Mitek Systems Inc • Computer peripheral equipment, nec
This SHARE PURCHASE AGREEMENT (as amended or modified in accordance with its terms, this “Agreement”) is made and entered into as of May 23, 2018 by and among: (i) the equity holders of A2iA Group II, S.A.S., a société par actions simplifiée organized under the laws of France (“A2iA”) set forth on the signature pages hereto (each, a “Seller” and collectively, the “Sellers” acting individually and not jointly for the purpose hereof); (ii) Mitek Systems, Inc., a Delaware corporation (“Buyer”); and (iii) Andera Partners, S.C.A., a société en commandite par actions organized under the laws of France, as the representative of the Sellers (the “Sellers’ Representative”). Capitalized terms used in this Agreement and not otherwise defined are defined in Exhibit A.
MITEK SYSTEMS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 28th, 2022 • Mitek Systems Inc • Computer peripheral equipment, nec
Mitek Systems, Inc. (the “Company”) hereby grants to you, Christopher Briggs (the “Executive”) that number of restricted units of the Company’s Common Stock set forth below (the “Restricted Stock Unit Award”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Mitek Systems, Inc. 2020 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.
MITEK SYSTEMS, INC. WARRANTWarrant • December 16th, 2009 • Mitek Systems Inc • Computer peripheral equipment, nec
THIS CERTIFIES THAT, for value received, ________________ (“Holder”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Mitek Systems, Inc., a Delaware corporation (“Company”), up to ____________ shares of Common Stock (such shares and all other shares issued or issuable pursuant to this Warrant referred to hereinafter as “Warrant Shares”) at a purchase price of $0.91 per share (the “Exercise Price”).
PERFORMANCE STOCK OPTION AGREEMENTPerformance Stock Option Agreement • November 7th, 2018 • Mitek Systems Inc • Computer peripheral equipment, nec
Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) an option to purchase that number of shares of Common Stock set forth below (the “Option”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2018 • Mitek Systems Inc • Computer peripheral equipment, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of November 6, 2018, by and among MITEK SYSTEMS, INC., a Delaware corporation (the “Company”) and SCIPIO “MAX” CARNECCHIA (the “Indemnitee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MITEK SYSTEMS, INC. a Delaware corporation and MITEK ACQUISITION SUB, LLC a Wyoming limited liability company and PARASCRIPT, LLC a Wyoming limited liability company and PARASCRIPT...Merger Agreement • September 22nd, 2006 • Mitek Systems Inc • Computer peripheral equipment, nec • Delaware
This Amended and Restated Agreement and Plan of Merger (“Agreement”) is dated September 18, 2006, by and among Mitek Systems, Inc., a Delaware corporation (“Mitek”), Mitek Acquisition Sub, LLC, a Wyoming limited liability company (“Merger Subsidiary”), Parascript, LLC, a Wyoming limited liability company (“Parascript”), and Parascript Management, Inc., a Wyoming corporation (the “Member Representative”), solely in the role as the Member Representative. This Agreement amends, restates and replaces in its entirety that certain Asset Purchase Agreement dated July 13, 2006 by and between Mitek and Parascript (the “Original Agreement”).
MITEK SYSTEMS, INC. INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENTInducement Restricted Stock Unit Award Agreement • October 2nd, 2024 • Mitek Systems Inc • Computer peripheral equipment, nec
SECURITIES PURCHASE AGREEMENT Dated as of February 22, 2005 by and between MITEK SYSTEMS, INC., as the Company, and JOHN H. HARLAND COMPANY, as the PurchaserSecurities Purchase Agreement • February 23rd, 2005 • Mitek Systems Inc • Computer peripheral equipment, nec • Georgia
THIS SECURITIES PURCHASE AGREEMENT, dated February 22, 2005, by and between MITEK SYSTEMS, INC., a Delaware corporation (the “Company”), and JOHN H. HARLAND COMPANY, a Georgia corporation (the “Purchaser”).
CONDITIONAL RESTRICTED STOCK UNIT AWARD AGREEMENTConditional Restricted Stock Unit Award Agreement • November 7th, 2018 • Mitek Systems Inc • Computer peripheral equipment, nec
Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) that number of restricted units of the Company’s Common Stock set forth below (the “Conditional Restricted Stock Unit Award”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 7th, 2018 • Mitek Systems Inc • Computer peripheral equipment, nec
Mitek Systems, Inc. (the “Company”) hereby grants to you, Scipio “Max” Carnecchia (the “Executive”) that number of restricted units of the Company’s Common Stock set forth below (the “Restricted Stock Unit Award”), as an inducement grant pursuant to Nasdaq Listing Rule 5635(c)(4) and subject to the terms and conditions below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan (the “Plan”), a copy of which is attached hereto as Attachment 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2011 • Mitek Systems Inc • Computer peripheral equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of May 5, 2011, 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”).
OFFICE LEASEOffice Lease • October 10th, 2017 • Mitek Systems Inc • Computer peripheral equipment, nec
This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.
STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY FINANCE V, L.L.C., A Delaware limited liability company, AS LANDLORD, AND MITEKSYSTEMS, INC., a Delaware corporation, AS TENANT SUITE B Balboa Corporate CenterStandard Office Lease • December 7th, 2012 • Mitek Systems Inc • Computer peripheral equipment, nec • California
This Standard Office Lease (“Lease”) is made and entered into as of the 13th day of September, 2005, by and between ARDEN REALTYFINANCE V, L.L.C., a Delaware limited liability company (“Landlord”), and MITEK SYSTEMS, INC., A Delaware corporation (“Tenant”).
