0001144204-09-064793 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 16th, 2009 • Mitek Systems Inc • Computer peripheral equipment, nec • California

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").

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SECURITY AGREEMENT
Security 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”).

MITEK SYSTEMS, INC. WARRANT
Warrant • 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”).

5% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 10, 2011
Convertible Security Agreement • December 16th, 2009 • Mitek Systems Inc • Computer peripheral equipment, nec • California

THIS 5% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Secured Convertible Debentures of Mitek Systems, Inc., a Delaware corporation (the "Company"), having its principal place of business at 8911 Balboa Ave, Suite B, San Diego, California 92123, designated as its 5% Secured Convertible Debenture due December 10, 2011 (this debenture, the "Debenture" and, collectively with the other debentures of such series, the "Debentures").

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