Market Overview

ASG Technologies Increases Offer to $11.50 per Share to Acquire Mitek

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Mitek Board Refuses to Engage after Private Offer of $11.50

Offer Represents a Premium of 73% to the Unaffected Share Price

Proposal Not Subject to Any Financing Condition

ASG
Technologies
, the trusted provider of proven solutions for
information access, management and governance for the world's top
enterprises and a portfolio company of Elliott Associates, L.P. and
Elliott International, L.P., today made public a previously private
letter to the Board of Directors of Mitek Systems, Inc. (NASDAQ:MITK) in
which ASG offered to increase its recent proposal to acquire Mitek from
$10.00 to $11.50 per share in cash.

In the letter, sent to the Mitek Board of Directors two weeks ago, ASG
CEO Charles Sansbury noted that the new offer price represents a 73%
premium above the unaffected closing price on October 9, 2018, a
significant premium above the average share price for all relevant
periods, and a 90% premium above Mitek's 5-year average. The letter also
noted that the proposal would not be subject to any financing condition,
as Elliott would commit to provide the necessary equity to complete the
acquisition.

ASG released the private correspondence because despite the increased
offer, Mitek has maintained its refusal to engage with ASG on reasonable
terms that would allow ASG to conduct the necessary diligence and make a
binding offer. The letter's publication is intended to update the market
on ASG's continuing efforts to engage.

The full text of the letter is as follows:

November 26, 2018

The Board of Directors
Mitek Systems, Inc.
600 B Street, Suite
100
San Diego, CA 92101

Dear Members of the Board:

I am writing to you on behalf of ASG Technologies Group, Inc. ("we" or
"ASG"), a portfolio company of Elliott Associates, L.P. and Elliott
International, L.P. (together, "Elliott"), to express our continued
interest in acquiring Mitek Systems, Inc. ("Mitek" or the "Company"). We
are submitting this letter privately today with the hopes of
constructive engagement and dialogue with the Board. We remain excited
about the prospects of the combination of ASG and Mitek. We believe this
updated proposal substantially addresses Mitek's November 5,
2018 press release responding to the October 31 letter, including by
proposing a significant increase in our purchase price and offering to
remove any debt financing risk. We hope the Board will allow us to
engage in confirmatory diligence so that we can quickly move toward a
definitive agreement.

We are increasing the purchase price of our prior proposal to acquire
Mitek to $11.50 per share in cash, a 73% premium above the unaffected
closing price
on October 9, 2018. This offer price represents a
significant premium above the average share price for all relevant
periods, including a 37% premium above Mitek's 1-year average
(which includes the 18 trading days since the publication of our
prior proposal), and a 90% premium above Mitek's 5-year average.
Even compared to Mitek's 30-day trading average prior to the
announcement of the resignations of former CEO Jim DeBello and CFO Jeff
Davison, which alarmed many shareholders and substantially affected the
stock price, our offer price represents a 35% premium. It also
represents a meaningful premium above Mitek's current price, which we
believe has already been inflated by the market's expectation of a
value-maximizing transaction.

We expect that we would finance the acquisition and related fees and
expenses with a combination of cash from our balance sheet, debt
financing from third-party lenders, and cash equity invested by Elliott
and our other shareholders. Our Proposal, however, is not conditioned on
the receipt of any third-party debt financing, as Elliott (which has
approximately $35 billion of capital under management) would commit to
provide us with the necessary equity to complete the acquisition. As
such, our Proposal is not subject to any financing condition.

Lastly, this Proposal is not intended to be legally binding and is
subject to, among other things, the negotiation and execution of a
mutually satisfactory definitive acquisition agreement containing
provisions customary for this type of transaction, regulatory approvals,
and satisfactory completion of our due diligence (as specified in the
section entitled "Due Diligence Requirements" in our October 31 letter).
Except as amended by this letter, all the terms and conditions of the
October 31 letter continue to apply.

Exclusivity

In consideration of ASG and Elliott committing the resources necessary
to quickly execute definitive documentation, the Company agrees that for
a period of 21 days beginning on the date that it executes this letter
agreement (the "Exclusivity Period"), neither it nor its
representatives, directors, officers, stockholders, employees, agents,
or affiliates will discuss or pursue a possible sale, recapitalization,
equity issuance, liquidation, or other disposition of the Company, any
securities or any assets of the Company (other than sales of products
and services in the ordinary course of business) or any interest therein
with any other party (except ASG and Elliott), provide any information
to any other party (except ASG and Elliott) in connection therewith, or
enter into any agreement (whether or not binding or definitive) with any
person (except ASG and Elliott) relating to any of the foregoing. The
Company represents that neither it nor its affiliates will, by pursuing
the transactions contemplated by this letter agreement, violate the
terms of any other agreement or obligation to which it or any such
affiliated entity is subject. The Company agrees that during the
Exclusivity Period it will promptly notify ASG and Elliott in the event
that it or any of its affiliates receives during such period any
requests for information or proposals to acquire or make an investment
in the Company or any interest therein (including the terms of any such
proposal and the identity of the maker thereof). Notwithstanding
anything to the contrary herein, ASG and Elliott shall have the right to
extend the Exclusivity Period by an additional 7 days if, prior to 5:00
p.m. PST on the last day of the original Exclusivity Period, ASG and
Elliott deliver a written notice to the Company stating that ASG and
Elliott are working in good faith toward the execution of a
mutually-acceptable definitive purchase agreement in respect of the
acquisition of Mitek.

This letter agreement may be executed in two or more counterparts (any
of which may be by facsimile signature), all of which taken together
will constitute one binding agreement with respect to the Binding
Provisions (as defined below) among the parties hereto and their
successors and assigns. This letter agreement shall be governed by the
substantive laws (and not the laws of conflict) of the State of New York.

If the foregoing is in accordance with your understanding, please sign
this letter in the space indicated below and return it to us, whereupon
the paragraphs under the heading "Exclusivity" (collectively, the
"Binding Provisions") will become a binding agreement between the
parties. The remaining provisions of this letter agreement constitute a
non-binding expression of intent and are not intended, and shall not be
construed, to constitute a binding agreement among the parties. Except
with respect to the Binding Provisions, no party hereto will have any
rights or obligations of any kind whatsoever by virtue of this letter
agreement or any other written or oral expression by any party hereto or
their respective representatives, subsidiaries, and affiliates unless
and until a definitive agreement relating thereto among the applicable
parties is executed and delivered. No prior or subsequent course of
conduct or dealing among the parties, oral communications, or other
actions not reduced to or reflected in writing executed by all of the
parties shall serve to modify this paragraph in any way or cause the
provisions of this letter agreement (other than the Binding Provisions)
to become in any sense legally binding or enforceable.

Next Steps

We want to thank the Board for considering this Proposal, which
unquestionably offers your shareholders premium value, and which we hope
will allow our companies to begin a constructive and private dialogue to
see if a deal is possible. We are eager to move ahead by signing an NDA
and commencing diligence. Please do not hesitate to contact me with
questions, and we will look forward to hearing from you soon.

/s/ Charles Sansbury
Charles Sansbury
Chief Executive Officer
ASG
Technologies Group, Inc

About ASG Technologies

ASG Technologies Group, Inc. provides global organizations with a modern
approach to Digital Transformation to succeed in the Information
Economy. ASG is the only solutions provider for both Information
Management and IT Systems. ASG's Information Management solutions enable
companies to find, understand, govern and deliver information of any
kind, from any source –whether structured or unstructured –through its
lifecycle from capture to analysis to consumption. The IT Systems
Management solutions empower companies to support traditional and modern
digital initiatives, operate their IT infrastructure more efficiently
and effectively and reduce the cost of managing and running their
internal IT systems landscape. ASG is proud to serve more than 3,000
customers worldwide in 60 countries and in top vertical markets
including Healthcare, Financial Services, Insurance and Government. For
more information, visit ASG.com
or connect with us on LinkedIn,
Twitter
and Facebook.

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