IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MITEK SYSTEMS, INC.

, a Delaware corporation, ) ) Plaintiff, ) ) v. ) ) TIS AMERICA INC., a Delaware corporation, ) and TOP IMAGE SYSTEMS, LTD., an Israeli ) company ) ) Defendants. )

CIVIL ACTION NO.: JURY TRIAL DEMANDED

COMPLAINT FOR PATENT INFRINGEMENT Plaintiff Mitek Systems, Inc. (Mitek), by its attorneys and for its Complaint, hereby alleges and states as follows: THE PARTIES 1. Mitek Systems Inc. (Mitek) is a Delaware corporation having its principal place

of business at 8911 Balboa Ave., Suite B, San Diego, California 92123. For more than twenty years, Mitek has provided advanced imaging and analytics software to authenticate and extract data from imaged checks and other financial documents. Mitek is an innovator in mobileimaging solutions that use camera equipped smartphones and tablet computers for check deposits and bill payments. 2. On information and belief, Defendant TIS America Inc. is corporation organized

under the laws of Delaware having its principal place of business at 1350 Avenue of Americas, 2nd Floor, New York, NY 10019. 3. On information and belief, Defendant Top Image Systems Ltd. is a company

organized under the laws of Israel having its principal place of B.S.R Tower #1, 2 Ben Gurion St., Ramat Gan, PO Box 42, Israel 52573. Defendants TIS America Inc. and Top Image Systems Ltd. are collectively referred to as TISA.

-1-

THE NATURE OF THE ACTION 4. On August 17, 2010, the United States Patent and Trademark Office (PTO)

issued United States Patent No. 7,778,457 (the 457 patent), entitled Systems for Mobile Image Capture and Processing of Checks, to Mitek, the assignee of the named inventors Grigori Nepomniachtchi and James DeBello. A true and correct copy of the 457 patent is attached hereto as Exhibit 1. 5. On May 24, 2011, the PTO issued United States Patent No. 7,949,176 (the 176

patent), entitled Systems for Mobile Image Capture and Processing of Documents, to Mitek, the assignee of named inventor Grigori Nepomniachtchi. A true and correct copy of the 176 patent is attached hereto as Exhibit 2. 6. On May 31, 2011, the PTO issued United States Patent No. 7,953,268 (the 268

patent), entitled Systems for Mobile Image Capture and Processing of Documents, to Mitek, the assignee of named inventor Grigori Nepomniachtchi. A true and correct copy of the 268 patent is attached hereto as Exhibit 3. 7. On July 12, 2011, the PTO issued United States Patent No. 7,978,900 (the 900

patent), entitled Systems for Mobile Image Capture and Processing of Checks, to Mitek, the assignee of the named inventors Grigori Nepomniachtchi and James DeBello. A true and correct copy of the 900 patent is attached hereto as Exhibit 4. 8. On August 16, 2011, the PTO issued United States Patent No. 8,000,514 (the

514 patent), entitled Methods for Mobile Image Capture and Processing of Checks, to Mitek, the assignee of the named inventors Grigori Nepomniachtchi and James DeBello. A true and correct copy of the 514 patent is attached hereto as Exhibit 5. 9. On information and belief, TISA either had knowledge of the 457, 176, 268,

900, and 514 patents (collectively, the Asserted Patents) prior to this action or willfully blinded itself to the existence of those patents. For example, in an April 2012 investor presentation, Izhak Nakarthe founder and executive chairman of TISAidentified Mitek as one of TISAs primary competitors and compared Miteks financial position to TISAs. On -2-

information and belief, this and other analysis of Mitek informed TISAs knowledge of the Asserted Patents. The Asserted Patents are, in fact, displayed prominently on Miteks website. Furthermore, TISAs 20-F statement, filed with the Securities and Exchange Commission in March 2012, warned its inventors that we cannot assure you that [TISAs] technology does not and will not infringe and that if our products or technologies are deemed to infringe upon the rights of others, we could become liable for damages, which could have a material adverse effect on us. On information and belief, TISAs warning of potential liability from patent infringementwhich have now come to fruitionwere at least partially predicated by TISAs knowledge of, or willful blindness to, the Asserted Patents. For example, on information and belief, TISA attended an investment conference where Mitek referred to the Asserted Patents during a presentation. Additionally, on information and belief, TISA had knowledge of the pending lawsuit between USAA and Mitek, which involves the Asserted Patents. JURISDICTION AND VENUE 10. This action arises under the Patent Laws of the United States, codified at Title 35,

United States Code 101, et seq. Accordingly, subject matter jurisdiction of this Court exists under at least 28 U.S.C. 1331 and 1338(a). 11. On information and belief, this Court has personal jurisdiction over TISA

because TIS America Inc. is a Delaware corporation and therefore resides in this district. Further, upon information and belief, this Court has personal jurisdiction over TISA because TISA has committed acts of infringement and has a regular and established place of business in this district. On information and belief, TISA is doing business in this district by making, using, offering for sale, and/or selling its products including, but not limited to, products that practice the subject matter of the Asserted Patents, including without limitation MobiCHECK. 12. On information and belief, venue is proper in this Court pursuant to 28 U.S.C.

1391(b), (c) and 1400 because TIS America Inc. is a Delaware corporation and therefore resides in this district. Further, on information and belief, venue is proper in this Court pursuant to 28 U.S.C. 1391(b), (c) and 1400 because TISA has committed acts of infringement and has -3-

a regular and established place of business in this district. On information and belief, TISA is doing business in this district by making, using, offering for sale, and/or selling its products including, but not limited to, products that practice the subject matter of the Asserted Patents, including without limitation MobiCHECK. FIRST CAUSE OF ACTION: INFRINGEMENT OF THE 457 PATENT 13. Mitek realleges and incorporates by reference the allegations of all the preceding

paragraphs of the Complaint as though fully set forth herein. 14. patent. 15. Mitek is informed and believes, and thereon alleges, that TISA has infringed and Mitek is the assignee and sole owner of all right, title, and interest in the 457

continues to infringe the 457 patent in this district and elsewhere, by making, using, offering for sale, and/or selling at least the MobiCHECK product within the United States in violation of 35 U.S.C. 271(a). 16. TISA has and continues to actively induce third parties (e.g., banking customers

and end-users) to directly infringethrough the use of at least the MobiCHECK productone or more claims of the 457 patent. TISA is, therefore, liable for indirect infringement of the 457 patent under 35 U.S.C. 271(b). 17. TISA has and continues to sell and/or offer to sell componentsincluding at least

the MobiCHECK productwhich constitute a material part of the 457 patent and lack any substantial non-infringing use. TISA is, therefore, liable for indirect infringement of the 457 patent under 35 U.S.C. 271(c). 18. Mitek is informed and believes, and thereon alleges, that unless enjoined by this

Court, TISA will continue to infringe the 457 patent, and Mitek will continue to suffer irreparable harm for which there is no adequate remedy at law. Accordingly, Mitek is entitled to permanent injunctive relief against such infringement pursuant to 35 U.S.C. 283. 19. TISAs infringement of the 457 patent has, and continues to be, willful under

35 U.S.C. 284. -4-

20.

Mitek has and will continue to suffer damages as a result of TISAs infringement

of the 457 patent, and is entitled to compensation for such damages pursuant to 35 U.S.C. 284 in an amount to be determined at trial. SECOND CAUSE OF ACTION: INFRINGEMENT OF THE 176 PATENT 21. Mitek re-alleges and incorporates by reference the allegations of all the preceding

paragraphs of the Complaint as though fully set forth herein. 22. patent. 23. Mitek is informed and believes, and thereon alleges, that TISA has infringed and Mitek is the assignee and sole owner of all right, title, and interest in the 176

continues to infringe the 176 patent in this district and elsewhere, by making, using, offering for sale, and/or selling at least the MobiCHECK product within the United States in violation of 35 U.S.C. 271(a). 24. TISA has and continues to actively induce third parties (e.g., banking customers

and end-users) to directly infringethrough the use of at least the MobiCHECK productone or more claims of the 176 patent. TISA is, therefore, liable for indirect infringement of the 176 patent under 35 U.S.C. 271(b). 25. TISA has and continues to sell and/or offer to sell componentsincluding at least

the MobiCHECK productwhich constitute a material part of the 176 patent and lack any substantial non-infringing use. TISA is, therefore, liable for indirect infringement of the 176 patent under 35 U.S.C. 271(c). 26. Mitek is informed and believes, and thereon alleges, that unless enjoined by this

Court, TISA will continue to infringe the 176 patent, and Mitek will continue to suffer irreparable harm for which there is no adequate remedy at law. Accordingly, Mitek is entitled to permanent injunctive relief against such infringement pursuant to 35 U.S.C. 283. 27. TISAs infringement of the 176 patent has, and continues to be, willful under

35 U.S.C. 284.

-5-

28.

Mitek has and will continue to suffer damages as a result of TISAs infringement

of the 176 patent, and is entitled to compensation for such damages pursuant to 35 U.S.C. 284 in an amount to be determined at trial. THIRD CAUSE OF ACTION: INFRINGEMENT OF 268 PATENT 29. Mitek realleges and incorporates by reference the allegations of all the preceding

paragraphs of the Complaint as though fully set forth herein. 30. patent. 31. Mitek is informed and believes, and thereon alleges, that TISA has infringed and Mitek is the assignee and sole owner of all right, title, and interest in the 268

continues to infringe the 268 patent in this district and elsewhere, by making, using, offering for sale, and/or selling at least the MobiCHECK product within the United States in violation of 35 U.S.C. 271(a). 32. TISA has and continues to actively induce third parties (e.g., banking customers

and end-users) to directly infringethrough the use of at least the MobiCHECK productone or more claims of the 268 patent. TISA is, therefore, liable for indirect infringement of the 268 patent under 35 U.S.C. 271(b). 33. TISA has and continues to sell and/or offer to sell componentsincluding at least

the MobiCHECK product which constitute a material part of the 268 patent and lack any substantial non-infringing use. TISA is, therefore, liable for indirect infringement of the 268 patent under 35 U.S.C. 271(c). 34. Mitek is informed and believes, and thereon alleges, that unless enjoined by this

Court, TISA will continue to infringe the 268 patent, and Mitek will continue to suffer irreparable harm for which there is no adequate remedy at law. Accordingly, Mitek is entitled to permanent injunctive relief against such infringement pursuant to 35 U.S.C. 283. 35. TISAs infringement of the 268 patent has, and continues to be, willful under

35 U.S.C. 284.

-6-

36.

Mitek has and will continue to suffer damages as a result of TISAs infringement

of the 268 patent, and is entitled to compensation for such damages pursuant to 35 U.S.C. 284 in an amount to be determined at trial. FOURTH CAUSE OF ACTION: INFRINGEMENT OF 900 PATENT 37. Mitek realleges and incorporates by reference the allegations of all the preceding

paragraphs of the Complaint as though fully set forth herein. 38. patent. 39. Mitek is informed and believes, and thereon alleges, that TISA has infringed and Mitek is the assignee and sole owner of all right, title, and interest in the 900

continues to infringe the 900 patent in this district and elsewhere, by making, using, offering for sale, and/or selling at least the MobiCHECK product within the United States in violation of 35 U.S.C. 271(a). 40. TISA has and continues to actively induce third parties (e.g., banking customers

and end-users) to directly infringethrough the use of at least the MobiCHECK productone or more claims of the 900 patent. TISA is, therefore, liable for indirect infringement of the 900 patent under 35 U.S.C. 271(b). 41. TISA has and continues to sell and/or offer to sell componentsincluding at least

the MobiCHECK productwhich constitute a material part of the 900 patent and lack any substantial non-infringing use. TISA is, therefore, liable for indirect infringement of the 900 patent under 35 U.S.C. 271(c). 42. Mitek is informed and believes, and thereon alleges, that unless enjoined by this

Court, TISA will continue to infringe the 900 patent, and Mitek will continue to suffer irreparable harm for which there is no adequate remedy at law. Accordingly, Mitek is entitled to permanent injunctive relief against such infringement pursuant to 35 U.S.C. 283. 43. TISAs infringement of the 900 patent has, and continues to be, willful under

35 U.S.C. 284.

-7-

44.

Mitek has and will continue to suffer damages as a result of TISAs infringement

of the 900 patent, and is entitled to compensation for such damages pursuant to 35 U.S.C. 284 in an amount to be determined at trial. FIFTH CAUSE OF ACTION: INFRINGEMENT OF 514 PATENT 45. Mitek realleges and incorporates by reference the allegations of all the preceding

paragraphs of the Complaint as though fully set forth herein. 46. patent. 47. Mitek is informed and believes, and thereon alleges, that TISA has infringed and Mitek is the assignee and sole owner of all right, title, and interest in the 514

continues to infringe the 514 patent in this district and elsewhere, by making, using, offering for sale, and/or selling at least the MobiCHECK product within the United States in violation of 35 U.S.C. 271(a). 48. TISA has and continues to actively induce third parties (e.g., banking customers

and end-users) to directly infringethrough the use of at least the MobiCHECK productone or more claims of the 514 patent. TISA is, therefore, liable for indirect infringement of the 514 patent under 35 U.S.C. 271(b). 49. TISA has and continues to sell and/or offer to sell componentsincluding at least

the MobiCHECK productwhich constitute a material part of the 514 patent and lack any substantial non-infringing use. TISA is, therefore, liable for indirect infringement of the 514 patent under 35 U.S.C. 271(c). 50. Mitek is informed and believes, and thereon alleges, that unless enjoined by this

Court, TISA will continue to infringe the 514 patent, and Mitek will continue to suffer irreparable harm for which there is no adequate remedy at law. Accordingly, Mitek is entitled to permanent injunctive relief against such infringement pursuant to 35 U.S.C. 283. 51. TISAs infringement of the 514 patent has, and continues to be, willful under

35 U.S.C. 284.

-8-

52.

Mitek has and will continue to suffer damages as a result of TISAs infringement

of the 514 patent, and is entitled to compensation for such damages pursuant to 35 U.S.C. 284 in an amount to be determined at trial. PRAYER FOR RELIEF WHEREFORE, Mitek prays that this Court: a. Patents; b. Permanently enjoin TISA and its officers, agents, representatives, Declare that TISA has infringed one or more claims of the Asserted

distributors, wholesalers, retailers, licensees, servants, employees, attorneys, successors, assigns, parent or subsidiary corporations, and affiliates, and all persons acting in active concert or participation with it, from infringing, inducing others to infringe, or contributing to the infringement of the Asserted Patents; c. Award Mitek damages in an amount adequate to compensate Mitek for

TISAs acts of infringement, together with interest thereon, in an amount to be proven at trial, in accordance with 35 U.S.C. 284; d. Award Mitek enhanced damages against TISA pursuant to 35 U.S.C.

284, including interest, by virtue of the deliberate and willful nature of TISAs infringement; e. Find that this case is exceptional and award Mitek its respective costs and

expenses for TISAs infringement, including reasonable attorneys fees, in accordance with the provisions of 35 U.S.C. 285 or other statutes; f. allowed by law; g. Award Mitek any other relief, in law and in equity, to which the Court Award Mitek pre-judgment and post-judgment interest at the highest rates

finds Mitek is justly entitled. DEMAND FOR JURY TRIAL Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Mitek demands a trial by jury of this action -9-

Dated: September 25, 2012

/s/ Richard K. Herrmann Richard K. Herrmann (I.D. No. 405) Mary B. Matterer (I.D. No. 2696) MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 (302) 888-6800 rherrmann@morrisjames.com mmatterer@morrisjames.com Attorneys for Plaintiff Mitek Systems, Inc.

OF COUNSEL: James C. Yoon (pro hac vice pending) Ryan R. Smith (pro hac vice pending) Kirin K. Gill (pro hac vice pending) WILSON SONSINI GOODRICH & ROSATI 650 Page Mill Road Palo Alto, CA 94304-1050 650-493-9300

-10-