Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for from the account Company the respective numbers of each Underwriter in shares of Stock and the same proportion as the number of Firm Securities Warrants set forth opposite such Underwriter’s name bears the names of the Underwriters in Schedule A hereto. The purchase price per share to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased paid by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of Stock will be $[ ] per share (the “Per Share Purchase Price”) and payment each Warrant shall be $[ ] per Warrant (the “Per Warrant Purchase Price”, and together with the Per Share Purchase Price, the “Purchase Price”). The Company will deliver to the Representative for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the respective accounts of the several Underwriters, (i) the Stock through the facilities of The Depository Trust Company and (ii) the Warrants in a form reasonably acceptable physical, certificated form, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to Credit Suisse the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn Xxxxx payable to the order of “Comverse Technology, Inc.”, the Company all at the above office offices of Shearman & Sterling LLPDLA Piper LLP (US), 0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Optional Securities being purchased time and date of the delivery and closing shall be at 10:00 A.M., New York time, on each Optional [December ], 2011, in accordance with Rule 15c6 1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Stock and the Warrants may be made available varied by agreement between the Company and the Representative. The several Underwriters propose to offer the Stock and the Warrants for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees Stockholders agree to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderStockholders that number of Firm Securities (rounded up or down, at a purchase price as determined by Barclays Capital Inc. in their discretion, in order to avoid fractions) obtained by multiplying the number of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A heretohereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities, at a purchase price equal to $16.368 per share for 25,000,000 shares of common stock and $16.45325 per share for 2,000,000 shares of common stock (resulting in a blended purchase price per Firm Security of $16.3743148148148), such shares allocated amongst the Underwriters in accordance with their respective purchases. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Barclays Capital Inc. for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Barclays Capital Inc. against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a the bank acceptable to Credit Suisse drawn account(s) previously designated by Misys in writing to the order of “Comverse Technology, Inc.”, Underwriters or their counsel at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14August 20, 20112010, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Barclays Capital Inc. and the Company and Misys shall determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Evidence of the Offered Securities. The issuance of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman provided to Skadden, Arps, Slates, Xxxxxxx & Sterling Xxxx LLP at least 24 hours or prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the a purchase price of $16.45325 per Security to be paid for the Firm Securitiesshare. The Selling Stockholder agrees Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is 40,500 in the case of Kapiti Limited, and 4,009,500 in the case of ACT Sigmex Limited, and the denominator of which is the total number of Optional Securities (subject to adjustment by Barclays Capital Inc. to eliminate fractions), and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse Barclays Capital Inc. to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse Barclays Capital Inc. but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse Barclays Capital Inc. for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse Barclays Capital Inc. against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a the bank acceptable to Credit Suisse drawn account(s) previously designated by Misys in writing to the order Underwriters or their counsel. Evidence of “Comverse Technology, Inc.”, at the above office issuance of Shearman & Sterling LLP. The the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman provided to Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at a reasonable time in advance of or prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [•] per shareSecurity, the respective number of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. . (b) The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, Representatives at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 10:00 A.M., New York time, on January 14[•], 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at least 24 hours prior to the First Closing Date. . (c) In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Company. (d) Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”Representatives, at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling Stockholder, at a purchase price Company the number of $33.25 per share, the Firm Securities Units set forth opposite the name of such underwriter the Underwriter on Schedule A IV hereto. The Selling Stockholder purchase price per Unit to be paid by the Underwriter to the Company for the combination of Stock, Series A Warrants, and Series B Warrants will be $[-] per Unit (the “Purchase Price”). The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriter, (i) the Stock through the facilities of The Depository Trust Company and (ii) the Warrants in physical, certificated form, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriter payable to the order of “Comverse Technology, Inc.”, the Company all at the office offices of Shearman & Sterling LLPLeClairRyan, A Professional Corporation, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14July , 2011, or at 2015. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Stock and the otherwise applicable settlement date) shall Warrants may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to varied by agreement among the Company and the Selling Stockholder Underwriter. The Company is advised by the Underwriter that the Underwriter intends (i) to make a public offering of the Stock and the Warrants as soon after the effectiveness of this Agreement as in the Underwriter’s judgment is advisable and (ii) initially offer the Stock and the Warrants upon the terms set forth in the Prospectus. The Underwriter may from time to time not more than 30 days subsequent increase or decrease the public offering price after the initial public offering to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion extent as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and Underwriter may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datedetermine.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, issue and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such Optional Securitiescase, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Such Optional Securities Time shall be purchased for of the account essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on _________, 2020, in accordance with Rule 15c6-1 of the same proportion Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Securities set forth opposite such Underwriter’s name bears Units to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by each of them, all or a portion of the Underwriters only for the purpose of covering Optional Units as may be necessary to cover over-allotments made in connection with the sale offering of the Firm Securities. No Optional Securities shall Units, at the same purchase price per Firm Unit to be sold or delivered unless paid by the Firm Securities previously have been, or simultaneously are, sold and deliveredUnderwriters to the Company. The right to purchase the Optional Securities or any portion thereof Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time and time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the extent not previously exercised may Company, setting forth the number of Optional Units to be surrendered and terminated at any time upon notice purchased by Credit Suisse to the Company Underwriters and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred Units. The number of Optional Units to as an “Optional Closing Date”, which may be sold to each Underwriter shall be the First Closing Date (number which bears the First Closing Date and each same proportion to the aggregate number of Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on each Optional Closing Date Schedule A hereto bears to or as instructed by Credit Suisse for the accounts total number of the several UnderwritersFirm Units (subject, in a form reasonably acceptable each case, to Credit Suisse against payment of such adjustment as the purchase price therefore in Federal (same day) funds by wire transfer Representatives may determine to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Dateeliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 $ per shareSecurity, that number of Firm Securities (rounded up or down to the nearest whole number, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer transfers to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the office of Shearman Xxxxxxxx & Sterling Xxxxx LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxx Xxxx, XX 00000 New York at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”; provided that the place and time of closing shall be at the same place as, and on the same day as and promptly after, the closing of the exchange of the Debt Obligations for Securities contemplated by the Exchange Agreement. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesthis Offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking to the Underwriters at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company Sunoco and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectushereof, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to Sunoco and the Selling Stockholder. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the Company terms of the Representatives’ instructions to Sunoco and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later no earlier than five full four business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Xxxxxxxx & Sterling Xxxxx LLP, New York, New York. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available to the Underwriters for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [ · ] per share, the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Lxxxxx & Sterling Wxxxxxx LLP, 000 Xxxxxxxxx 800 Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York time, on January 14[ · ], 20112024, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Lxxxxx & Sterling Wxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is [ · ] and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securitiesadjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Lxxxxx & Sterling Wxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Lxxxxx & Sterling Wxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the each Selling Stockholder stockholder agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from each Selling stockholder the Selling Stockholder, at a purchase price respective numbers of $33.25 per share, the shares of Firm Securities Stock set forth opposite the name names of such underwriter on the Underwriter in Schedule A hereto. The purchase price per share to be paid by the Underwriter to the Selling Stockholder stockholders for the Stock will be $22.4425 per share (the “Purchase Price”). The Selling stockholders will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable Stock to the RepresentativeUnderwriter through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to specified by the order of “Comverse Technology, Inc.”, Company for the Firm Stock sold by the Selling stockholders all at the office offices of Shearman & Sterling Xxxxxx LLP. Time shall be of the essence, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14July 13, 20112020, or at in accordance with Rule 15c6‑1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Stock may be varied by agreement among the otherwise applicable settlement date) Company, the Selling stockholders and the Underwriter. If any of the Shares are certificated, the Selling stockholders shall be make certificates for the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant Firm Stock available to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available Underwriter for checking at the above office of Shearman & Sterling LLP examination in New York, New York at least 24 hours one (1) full business day prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to For the Company purpose of covering any over‑allotments in connection with the distribution and the Selling Stockholder from time to time not more than 30 days subsequent to the date sale of the Final Prospectus, Firm Stock as contemplated by the Underwriters Prospectus the Underwriter may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The applicable Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters stockholders agree, severally and not jointly, to purchase sell to the Underwriter the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling stockholders in Schedule B hereto under the caption “Number of Optional SecuritiesShares to be Sold” and the denominator of which is the total number of shares of Optional Stock (subject to adjustment by the Underwriter to eliminate fractions). Such shares of Optional Securities Stock shall be purchased from each applicable Selling stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities shares of Optional Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of Firm Securities shares of Optional Stock (subject to adjustment by Credit Suisse the Underwriter to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than two (2) business days subsequent to the date of this Agreement and settlement of such purchase and sale must occur on the Closing Date. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company Selling stockholders. The option granted hereby shall be exercised by written notice being given to the Selling stockholders setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. The date and time for delivery of and payment for the Optional Stock will be the Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder stockholders will deliver the Optional Securities being purchased Stock to the Underwriter through the facilities of The Depository Trust Company issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company and Standard General L.P. given at or prior to 12:00 Noon, New York time, on each Optional the business day preceding the Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriter payable to the order of “Comverse Technologythe Selling stockholders for the Optional Stock sold by them, Inc.”all at the offices of Xxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. If any of the Shares are certificated, the Selling stockholders shall make the certificates for the Optional Stock available to the Underwriter for examination in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the above office of Shearman & Sterling LLPClosing Date. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available Underwriter proposes to offer the Stock for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 45.36 per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the total number of Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholder at the New York office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14November 22, 20112010, or at such other time not later than seven full business days thereafter as Credit Suisse, the Representatives and the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 14.55 per share, the Firm Securities as set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York timeam (Eastern Time), on January 14September 23, 20112015, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price Company the respective number of $33.25 per share, the shares of Firm Securities Stock set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder purchase price per share to be paid by the Underwriters to the Company for the Stock will be $[_____] per share (the “Purchase Price”). The Company will deliver the Firm Securities Stock to or as instructed by the Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn specified by the Company payable to the order of “Comverse Technology, Inc.”, the Company for the Firm Stock sold by them all at the office offices of Shearman & Sterling LLPMintz, 000 Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Xxx Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, XX 00000 Xxxxxxxxxxxx 00000. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14[______], 20112017, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to varied by agreement between the Company and the Selling Stockholder from time to time not more than 30 days subsequent to Representative. For the date purpose of covering any over-allotments in connection with the distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by the Representative to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such The option granted hereby may be exercised as to all or any part of the Optional Securities shall Stock at any time, and from time to time, provided however, that notice of such exercise must be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears delivered not more than thirty (30) days subsequent to the total number date of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesthis Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agrees agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $33.25 [·] per share, the number of Firm Securities (subject to adjustment by the Representatives in their discretion to eliminate fractions) obtained by multiplying [·] Firm Securities in the case of the Company and [·] Firm Securities in the case of the Selling Stockholder, in each case, by the fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified, as applicable, by the Company and the Selling Stockholder and acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technologythe Company and the Selling Stockholder, Inc.”as applicable, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14[·], 2011, 2018 or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time time, not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such The Optional Securities sold by the Company shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name on Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account the accounts at a bank banks acceptable to Credit Suisse drawn to the order Representatives. Delivery of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateDTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees Stockholders agree, severally, to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderStockholders, at a purchase price of $33.25 13.75 per share, the number of Firm Securities set forth opposite the name of such underwriter on the Underwriter in Schedule A I, Part B hereto. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholders at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 A.M., New York time, on January 14February 12, 20112013, or at such other time not later than seven full business days thereafter as Credit Suisse, the Underwriter and the Selling Stockholder and the Company Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be in such denominations and registered in such names as the Underwriter requests and will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders, from time to time not more than 30 days subsequent to the date of the Final ProspectusPreliminary Prospectus Supplement, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees Stockholders agree, severally, to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not be later than five full business days after written notice of election to purchase Optional Securities is givengiven or at such other time as mutually agreed to between the Company, the Selling Stockholders and the Underwriter. The Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several UnderwritersUnderwriter, in a form reasonably acceptable to Credit Suisse at the above office of Shearman & Sterling LLP, against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Selling Stockholders, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in such denominations and registered in such names as the Underwriter requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per shareCompany, the number of Firm Securities ADSs set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto at a purchase price of $[●] per ADS (the “Purchase Price”). The Selling Stockholder will deliver Further, each of the Firm Securities Underwriters agrees (i) to or as instructed by cause the Representative Settlement & Subscription Agent, acting in its own name but for the accounts account of the several Underwriters to subscribe, on the date hereof, for the Firm Shares at a price of €1.00 per Firm Share (the “Issue Price”) and (ii) to authorize and cause the Settlement & Subscription Agent to pre-fund the Issue Price for each of the subscribed Firm Shares by crediting as of the Subscription Date (as defined below) the Issue Price multiplied by the number of Firm Shares (the “Aggregate Issue Price”, and the number of Firm Shares multiplied by the Purchase Price less the Aggregate Issue Price, the “Excess Proceeds Amount”) into a special account of the Company opened at the Settlement & Subscription Agent in a form reasonably acceptable Germany (account number: 5990655600) (the “Capital Increase Account”), such account to be non-interest bearing and free of liens and charges (including negative interest). The Settlement & Subscription Agent shall, subject to the Representativeconditions set forth herein, against payment (i) subscribe for the Firm Shares as set out above and (ii) transfer the Aggregate Issue Price to the Capital Increase Account on the date and for value hereof. Further, the Settlement & Subscription Agent shall, subject to the conditions set forth herein and the receipt of the purchase price by corresponding payment from the Underwriters in Federal (same day) funds by wire as set forth below, transfer to an account at a bank acceptable to Credit Suisse drawn to the order complete balance on the Capital Increase Account for the value of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date to the bank account of the Company at [●] (the “Company’s Account”). (i) For purposes of registering the capital increase representing the Firm Shares (the “Capital Increase”) in the Commercial Register, the Settlement & Subscription Agent agrees to, subject to the conditions set forth herein and each by no later than 8:30 a.m. CET on November [●], 2021 (the “Subscription Date”), (i) deliver to the notary public [●] (the “Notary”), an executed subscription certificate (Zeichnungsschein) dated the Subscription Date in the form attached as Exhibit 1 hereto (the “Subscription Certificate”), duly signed in duplicate form pursuant to Section 185 of the German Stock Corporation Act (Aktiengesetz or “AktG”) for the Firm Shares, such Subscription Certificate, in accordance with its terms, to expire at [11:59 p.m.] CET on November [●], 2021, unless the implementation (Durchführung) of the Capital Increase has been registered with the Commercial Register by such time, (ii) effect payment of the Aggregate Issue Price pursuant to this Section 3(a), as payment pursuant to Section 36a (1) AktG, to the Capital Increase Account and (iii) deliver to the Notary of a bank certificate (Einzahlungsbestätigung) in the form attached as Exhibit 2 hereto (the “Bank Certificate”), confirming such credit (Sections 188 (2), 36 (2), 36a (1) and 37 (1) AktG). (ii) Promptly upon receipt of the Subscription Certificate and of the Bank Certificate pursuant to this Section 3(a), the Company shall take all reasonable measures to effect the registration of the implementation (Durchführung) of the Capital Increase in the Commercial Register by no later than 1:00 p.m. CET on [●], 2021. Copies of all documents filed with the Commercial Register shall be delivered to the Settlement & Subscription Agent in pdf form. Promptly upon the registration of the implementation (Durchführung) of the Capital Increase in the Commercial Register, the Company shall, by telefax or pdf document attached to an email, furnish the Settlement & Subscription Agent with a copy of the registration notice of the Commercial Register and an excerpt from the Commercial Register in chronological order, each evidencing the Capital Increase. (iii) If the registration with the Commercial Register of the Capital Increase has not been effected by [11:59 p.m.] CET on [●], 2021, the Subscription Certificate for the Firm Shares shall expire, and the Settlement & Subscription Agent, in its own name but for the account of the several Underwriters, shall (if later than so directed by the otherwise applicable settlement dateRepresentatives on behalf of the several Underwriters) shall be obtain repayment of the settlement date Issue Price for payment the Firm Shares by way of funds and delivery cancelling the credit of securities the Aggregate Issue Price for all the Offered Securities sold pursuant Firm Shares to the offering Capital Increase Account. In such event, the Representatives, on behalf of the Offered Securities. The several Underwriters, may agree (in the Underwriters’ sole discretion) with the Company that the Underwriters, through the Settlement & Subscription Agent, submit a new Subscription Certificate for the Firm Securities so Shares (to expire in accordance with its terms on a date to be delivered determined by the Representatives on behalf of the several Underwriters). If the Representatives, on behalf of the several Underwriters, and the Company have not agreed on the submission of a new Subscription Certificate for the Firm Shares on or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First second business day after expiration of the Subscription Certificate, all obligations of the Underwriters to subscribe for the Firm Shares and the obligation of the Underwriters to pay the Purchase Price pursuant to this Section 3 shall terminate. In this event, the reimbursement obligations of the Company pursuant to Section 5(h) and the provisions set out in Sections 8 and 10 of this Agreement shall remain in full force and effect. (iv) Promptly on the day on which the implementation (Durchführung) of the Capital Increase is registered in the Commercial Register, the Company shall deliver to the Settlement & Subscription Agent one global share certificate, in the form set forth as Exhibit 1, representing the Firm Shares. The Settlement & Subscription Agent agrees to, acting in its own name but for the account of the several Underwriters, promptly deliver the global share certificate to Clearstream Banking AG, Frankfurt am Main (“Clearstream”), and procure that the Firm Shares are credited to such securities account with a participant of Clearstream as the Depositary may designate so as to transfer title to the Firm Shares to the [custodian under the Deposit Agreement or the Depositary] on or prior to the Closing Date. Date (as defined below) to enable the issuance and delivery by the Depositary of the Firm ADSs and ADRs evidencing the Firm ADSs to the Underwriters or investors, as the case may be, by way of book-entry. (b) In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm SecuritiesADSs. The Selling Stockholder Company agrees to sell to the Underwriters Underwriters, through the Settlement & Subscription Agent, acting in its own name and for the account of the several Underwriters, the number of shares of Optional Securities ADSs specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional SecuritiesADSs in accordance with this Section 3(b). Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and ADSs may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm SecuritiesADSs. No Optional Securities shall be sold or delivered unless the Firm Securities ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.the

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder Securityholder agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the each Selling StockholderSecurityholder, at a purchase price of $33.25 32.555 per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A B hereto. The In addition, the Underwriters agree to rebate to the Selling Stockholder Securityholders $0.02 per share on the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. Each Selling Securityholder will deliver the Firm Securities to or as instructed by the Representative Credit Suisse Securities (USA) LLC and Xxxxxxx, Xxxxx & Co. for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeCredit Suisse Securities (USA) LLC and Xxxxxxx, Sachs & Co. against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to specified by the order of “Comverse Technology, Inc.”Custodian, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14November 16, 20112007, or at such other time not later than seven full business days thereafter as Credit SuisseSuisse Securities (USA) LLC and Xxxxxxx, the Sachs & Co. and each Selling Stockholder and the Company Securityholder determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse Securities (USA) LLC and Xxxxxxx, Sachs & Co. given to the Company and the each Selling Stockholder Securityholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security security to be paid for the Firm Securities. The Underwriters agree to rebate to the Selling Stockholder Securityholders $0.02 per share on the respective number of shares of Optional Securities set forth opposite the names of the Underwriters in Schedule B hereto. Each Selling Securityholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse Securities (USA) LLC and Xxxxxxx, Xxxxx & Co. to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse Securities (USA) LLC and Xxxxxxx, Sachs & Co. to the Company and the each Selling StockholderSecurityholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse Securities (USA) LLC and Xxxxxxx, Xxxxx & Co. but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each Selling Stockholder Securityholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse Securities (USA) LLC and Xxxxxxx, Sachs & Co. for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse Securities (USA) LLC and Xxxxxxx, Xxxxx & Co. against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to specified by the order of “Comverse Technology, Inc.”Custodian, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the each Selling Stockholder, at a purchase price of $33.25 13.45781 per share, the that number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholders at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York time, on January 14June 12, 20112020, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to DTC unless the First Closing DateUnderwriter shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice as to which the Underwriter is exercising the option and (ii) the Underwriters time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree, severally and not jointly, to purchase such Optional Securities. Such sell to the Underwriter the respective numbers of Optional Securities shall be purchased for the account of each Underwriter in the same proportion as obtained by multiplying the number of Firm Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Underwriter’s name bears Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the total denominator of which is the maximum number of Firm Optional Securities (subject to adjustment by Credit Suisse the Underwriter to eliminate fractions) and may ), to be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Selling Stockholders, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Underwriter shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 20.651 per share, the Firm Securities as set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx 810 Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York timeam (Eastern Time), on January 14April 8, 20112016, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriterthe several Underwriters, and each Underwriter agreesof the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 9.87 per share, that number of Firm Securities (rounded up or down, as determined by Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) in its discretion, in order to avoid fractions) obtained by multiplying 12,000,000 Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder will deliver the Firm Securities being purchased to or as instructed by the Representative Xxxxx Fargo for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Xxxxx Fargo against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse drawn to Xxxxx Fargo specified by the order of “Comverse Technology, Inc.”, Selling Stockholder at the office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14March 11, 20112024, or at such other time not later than seven full business days thereafter as Credit Suisse, Xxxxx Fargo and the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP at least 24 hours on or before the business day prior to the First Closing Date. In addition, upon written notice from Credit Suisse Xxxxx Fargo given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse Xxxxx Fargo to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse Xxxxx Fargo to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse Xxxxx Fargo but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse Xxxxx Fargo for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse Xxxxx Fargo, against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse drawn to Xxxxx Fargo specified by the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPSelling Stockholder. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 30.4575 per share, the Firm Securities as set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York timeam (Eastern Time), on January 14February 13, 20112017, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 [_____] per share, the respective numbers of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholder at the office of Shearman Skadden, Arps, Slate, Meagher, & Sterling Flom LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14March 11, 20112002, or at such other xxxer time not later than seven full business days thereafter as Credit Suisse, CSFBC and the Selling Stockholder and the Company determinedetermines, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateregistered in such names and in such denominations as CSFBC requests. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFBC to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFBC drawn to the order of “Comverse Technology, Inc.”Roche, at the above office of Shearman Skadden, Arps, Slate, Meagher & Sterling Flom LLP. The Optional Securities being purchased on each Optional Closing Oxxxxxxx Clxxxxg Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a registered in such names and such denominations as CSFBC requests upon reasonable time in advance of notice prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 [ ] per share, the respective numbers of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the office offices of Shearman Cahixx Xxxxxx & Sterling LLPXeinxxx, 000 Xxxxxxxxx 00 Pxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.Xxx Xxxx 00000, xx [ ], New York City time, on January 14[ ], 20112000, or at such other time not later than seven full business days thereafter as Credit Suisse, CSFBC and the Selling Stockholder and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in such form, in such denominations and registered in such names as CSFBC requests and will be made available for checking at the above office of Shearman & Sterling LLP and packaging at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share of Class A Common Stock to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name on Schedule A bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFBC to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [-] per shareADS, that number of Firm Securities (rounded up or down, as determined by Representatives in their discretion, in order to avoid fractions) obtained by multiplying 5,610,000 Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder Company will deliver or cause to be delivered the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, Representatives at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx/x 00xx Xxxxx, Xxx XxxxXxxx Xxxx Club Building, XX 00000 3A Chater Road, Central, Hong Kong, at 9:00 [-] A.M., New York time, on January 14, 2011[-], or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiescontemplated in this Agreement. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised (in the proportions described immediately above) from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall not be not earlier than two full business days or later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver or cause to be delivered the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse Representatives, against payment of the purchase price therefore in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”Representatives, at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter agreesof the Underwriters agree, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 11.515 per share, that number of Firm Securities (rounded up or down, as determined by Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) in its discretion, in order to avoid fractions) obtained by multiplying 11,000,000 Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder Company will deliver the Firm Securities being purchased to or as instructed by the Representative Xxxxx Fargo for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Xxxxx Fargo against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse drawn to Xxxxx Fargo specified by the order of “Comverse Technology, Inc.”, Company at the office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14September 11, 20112023, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Xxxxx Fargo and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP at least 24 hours on or before the business day prior to the First Closing Date. In addition, upon written notice from Credit Suisse Xxxxx Fargo given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse Xxxxx Fargo to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse Xxxxx Fargo to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse Xxxxx Fargo but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse Xxxxx Fargo for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse Xxxxx Fargo, against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse drawn to Xxxxx Fargo specified by the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPCompany. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 24.2125 per share, the respective number of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Ropes & Sterling LLPGray LLP (unless another place shall be agreed upon by the Representative and the Company), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.a.m., New York time, on January 14February 6, 20112023, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Ropes & Sterling Gray LLP at least 24 hours prior to the First Closing Date. In addition, solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman Ropes & Sterling LLPGray LLP (unless another place shall be agreed upon by the Representative and the Company). The Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Ropes & Sterling Gray LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany that number of shares of Firm Stock (rounded up or down, at as determined by SG Cxxxx xx its discretion, in order to avoid fractions) obtained by multiplying _____ shares of Firm Stock by a purchase price of $33.25 per sharefraction, the numerator of which is the number of shares of Firm Securities Stock set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The Selling Stockholder purchase price per share to be paid by the Underwriters to the Company for the Stock will be $_____ per share (the "Purchase Price"). The Company will deliver the Firm Securities Stock to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters (in a the form reasonably acceptable of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below)) against payment of the purchase price by the Underwriters in Federal (same day) funds aggregate Purchase Price therefor by wire transfer to an account at a bank reasonably acceptable to Credit Suisse drawn SG Cxxxx, xxyable to the order of “Comverse Technologythe Company, Inc.”, all at the office offices of Shearman Gray Xxxy Xxxx & Sterling Xreidenrich LLP, 000 Xxxxxxxxx 400 Xxxxxxxx Xxxxxx, Xxx XxxxPalo Alto, XX 00000 California 94301. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14, 20111999, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the ." The First Closing Date (if later than and the otherwise applicable settlement date) location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and SG Cxxxx. The Company shall be make the settlement date certificates for payment of funds and delivery of securities for all the Offered Securities sold pursuant Stock available to the offering Representatives for examination on behalf of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Underwriters in New York, New York at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to For the Company purpose of covering any over-allotments in connection with the distribution and the Selling Stockholder from time to time not more than 30 days subsequent to the date sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice by SG Cxxxx xxxcribed below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such shares of Optional Securities Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities Stock (subject to adjustment by Credit Suisse to SG Cxxxx xx eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse SG Cxxxx xx the Company. The option granted hereby may be exercised by written notice given to the Company by SG Cxxxx xxxting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional "Option Closing Date, if any, being sometimes referred to as a “Closing Date”), " and shall in no event be determined by Credit Suisse but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Selling Stockholder Option Closing Date and the First Closing Date are herein called the "Closing Dates.") The Company will deliver the Optional Securities being purchased Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second full business day preceding the Option Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse Date) against payment of the purchase price therefore aggregate Purchase Price therefor in Federal federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank reasonably acceptable to Credit Suisse drawn SG Cxxxx xxxable to the order of “Comverse Technology, Inc.”, the Company all at the above office offices of Shearman Gray Xxxy Xxxx & Sterling Xreidenrich LLP, 400 Xxxxxxxx Xxxxxx, Palo Alto, California 94301. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement between the Company and SG Cxxxx. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the each Selling Stockholder, at a purchase price of $33.25 [ ] per shareshare the Firm Securities. For the avoidance of doubt, the Firm Securities purchase price set forth opposite in the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver immediately preceding sentence for the Firm Securities to or as instructed be sold by the Representative Selling Stockholders has been reduced by the underwriting discount and commissions payable to the Underwriter for the accounts Firm Securities to be sold by the Underwriter on behalf of the several Underwriters in a form reasonably acceptable to the Representative, against Selling Stockholders. Upon payment of the purchase price by the Underwriters in Federal U.S. federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Stockholders that have so delivered the Offered Securities and acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”Underwriter, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14, 2011[ ], or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, determine (such time being herein referred to as the “First Closing Date”), the Selling Stockholders will deliver the Firm Securities to or as instructed by the Underwriter. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance transfer will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to sell to the Underwriter the number of Optional Securities specified in such notice, and the Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and deliveredsold. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Payment of the purchase price for the Optional Securities in U.S. federal (same day) funds by wire transfer to the brokerage accounts specified by the Selling Stockholder will deliver Stockholders that have so delivered the Optional Securities and acceptable to the Underwriter shall be made against the delivery by the Selling Stockholders of the Optional Securities being purchased sold, and fully paid for, on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts of the several Underwriters, its account in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPUnderwriter. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date. The purchase price payable by the Underwriter for Firm Securities and Optional Securities shall not be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriter in connection with the transfer of the Firm Securities or the Optional Securities to the Underwriter and (ii) any withholding required by law. Any amount in respect of the foregoing due and owing to the Underwriter pursuant to this Agreement shall be payable immediately following the Closing Date and the transfer of the Firm Securities or Optional Securities as the case may be.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each UnderwriterCredit Suisse, and each Underwriter agrees, severally and not jointly, Credit Suisse agrees to purchase from the Selling Stockholder, at a purchase price of $33.25 8.00 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Credit Suisse in a form reasonably acceptable to the Representative, Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14July 22, 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Credit Suisse may purchase all or less than all of the Optional Securities at the a purchase price of $8.04 per Security to be paid for the Firm SecuritiesSecurity. The Selling Stockholder agrees to sell to the Underwriters Credit Suisse the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm SecuritiesSuisse. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse Suisse, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 6.237 per share, the that number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A B hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14May 29, 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to issue and sell to each Underwriterof the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price (a) the number of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on in Schedule A heretohereto multiplied by the Non-Caledonia Proportion at a purchase price of $ per share plus accumulated dividends from to the First Closing Date and (b) the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto multiplied by the Caledonia Proportion at a purchase price of $ per share plus accumulated dividends from to the First Closing Date. “Caledonia Proportion” means a fraction of which the numerator is the number of Firm Securities being purchased by Caledonia Investments plc (300,000) and the denominator is the total number of Firm Securities (4,000,000). “Non-Caledonia Proportion” means the fraction that results from subtracting the Caledonia Proportion from one. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman & Sterling LLPBxxxx Bxxxx L.L.P. (“Bxxxx Bxxxx”), 000 Xxxxxxxxx Xxxxxx900 Xxxxxxxxx, Xxx XxxxXxxxxxx, XX 00000 Xxxxx 00000, at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm SecuritiesSecurities in clause (a) of this Section 3. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling LLPBxxxx Bxxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees Shareholder agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholderShareholder, at a purchase price of $33.25 US$[—] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the name of such underwriter on Selling Shareholder in Schedule A heretoB hereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Each Selling Stockholder Shareholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to through the Representative, facilities of DTC against payment of the purchase price by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”such Selling Shareholder, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 [—]:00 A.M., New York time, on January 14[—], 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available in electronic form for checking at the above office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated given to the Company and the Selling Stockholder Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per Security share to be paid for the Firm SecuritiesSecurities (adjusted for any dividends declared after the First Closing Date). The Each Selling Stockholder agrees Shareholder agrees, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the name of such Selling Shareholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securitiesadjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Shareholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to the Company and the Selling StockholderShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Credit Suisse Securities (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each Selling Stockholder Shareholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPsuch Selling Shareholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date. The purchase price payable by the Underwriters for Firm Securities and Optional Securities shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Firm Securities or the Optional Securities to the Underwriters and (ii) any withholding required by law.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees Securityholder agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholderSecurityholder, at a purchase price of $33.25 $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities to be sold by each of the Selling Securityholders as set forth opposite their respective names in Schedule A-1 hereto under the caption “Number of Firm Securities Offered” by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretoA-2 hereto and the denominator of which is the total number of Firm Securities. The Each Selling Stockholder Securityholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”such Selling Securityholder, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000, at 9:00 10 A.M., New York time, on January 14September , 20112010, or at such other time not later than seven full business days thereafter as Credit Suisse, the Representatives and the Selling Stockholder and the Company Securityholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at least 24 hours prior to the First Closing Date. . (b) In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Securityholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Each Selling Stockholder agrees Securityholder agrees, severally and not jointly, to sell to the Underwriters the respective number of shares Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholder in Schedule A-1 hereto under the caption “Number of Optional Securities Offered” and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securitiesadjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Securityholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderSecurityholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each Selling Stockholder Securityholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, such Selling Securityholder at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a 4,000,000 shares of the Firm Securities. The purchase price of $33.25 per share, payable by the Firm Underwriter for the Offered Securities is set forth opposite the name of such underwriter on in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Barclays in a form reasonably acceptable to the Representative, Barclays against payment of the purchase price by the Underwriters Barclays in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to Credit Suisse Barclays drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxx Xxxx, XX 00000 New York at 9:00 A.M., New York time, on January 14March 15, 2011, 2016 or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Barclays and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be so delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse Barclays but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. Any such notice shall be given at least two business days prior to the time of delivery specified therein. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse Barclays against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to Credit Suisse Barclays drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 34.125 per share, the Firm Securities as set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York timeam (Eastern Time), on January 1417, 20112017, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representative shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representative shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees Shareholder agrees, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the each Selling StockholderShareholder, at a purchase price of $33.25 10.5875 per share, that number of Firm Securities obtained by multiplying the number of Firm Securities set forth opposite the name of such underwriter on Selling Shareholder in Schedule A hereto, as the case may be, by a fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder Shareholders will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Representatives as specified by the Sponsor Selling Shareholders or the Attorney-in-Fact, as the case may be, to the order of “Comverse Technology, Inc.”Representatives at least 24 hours prior to the First Closing Date (as defined below), at the office of Shearman & Sterling LLP, 000 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at Xxx Xxxx 00000, xx 9:00 A.M., New York time, on January 14February 21, 20112013, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP described above at least 24 hours prior to the First Closing Date. In addition, upon not less than one business day written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder agrees Shareholders agree to sell sell, severally and not jointly, to the Underwriters the respective number of shares Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Shareholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter the several Underwriters in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Shareholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, Representatives as specified by the Selling Shareholders at the above office of Shearman & Sterling LLPLLP described above. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP described above at a reasonable time in advance of such Optional Closing Date. Without limiting the applicability of Section 3 hereof or any other provision of this Agreement, with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Offered Securities being sold by a Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any Common Shares attributable to such client (with any such shares instead being allocated and sold to the other Underwriters) and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client. Certificates in negotiable form for (or book-entry credits representing, as the case may be) the Offered Securities to be sold by the Management Selling Shareholders hereunder have been placed in custody, for delivery hereunder, pursuant to the Power of Attorney and Custody Agreement. Each Management Selling Shareholder agrees that the securities represented by the certificates (or book-entry credits, as the case may be) held in custody for the Management Selling Shareholders under the Power of Attorney and Custody Agreement are subject to the interests of the Underwriters, that the arrangements made by the Management Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Management Selling Shareholders made herein and in the Power of Attorney and Custody Agreement shall not be terminated by operation of law, whether by the death of any individual Management Selling Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Management Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities, certificates (or book-entry credits, as the case may be) for such Offering Securities shall be delivered pursuant to the Power of Attorney and Custody Agreement as if such death or other event or termination had not occurred.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the each Selling Stockholder agrees Shareholder agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholderShareholder, at a purchase price of $33.25 [ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the name of such underwriter on Selling Shareholder in Schedule A heretohereto by a fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Each Selling Stockholder Shareholder will deliver or shall cause to be delivered security entitlements with respect to the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Selling Shareholders at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 00000, at 9:00 A.M.10 a.m., New York time, on January 14March [ ], 20112006, or at such other time not later than seven full business days thereafter as Credit Suisse, the Representatives and the Selling Stockholder and the Company Shareholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered will be in the form of one or evidence of their issuance more global securities, in such denominations and registered in such names as the Representatives request and will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Artal Holdings Sp. z o.o. from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Artal Holdings Sp. z o.o. agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from Artal Holdings Sp. z o.o. for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderArtal Holdings Sp. z o.o. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not earlier than two full business days and not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Artal Holdings Sp. z o.o. will deliver or shall cause to be delivered a security entitlement with respect to the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, Artal Holdings Sp. z o.o. at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in the form of one or evidence of their issuance more global securities, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 per share97.25% of the principal amount thereof plus accrued interest from November 2, 2007 to the First Closing Date (as hereinafter defined), the $160,000,000 of Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse TechnologyChampion Enterprises, Inc.”, Inc. at the office of Shearman Dxxxx Xxxx & Sterling LLPWxxxxxxx, 000 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 10:00 A.M., New York time, on January 14November 2, 20112007, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Dxxxx Xxxx & Sterling LLP Wxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 13 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities; provided that any such Optional Closing Date will be no later than 13 days from and including the First Closing Date. The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each the Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse TechnologyChampion Enterprises, Inc.”, at the above office of Shearman Dxxxx Xxxx & Sterling LLPWxxxxxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Dxxxx Xxxx & Sterling LLP Wxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 36.556 per share, the respective number of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to Credit Suisse Suisse) drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 00000, at 9:00 10:00 A.M., New York time, on January 14February 15, 20112013, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless Credit Suisse shall otherwise instruct. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date by the Underwriters to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to Credit Suisse Suisse) drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless Credit Suisse shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 5.17 per share, all of the shares of Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman & Sterling Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxx Xxxx, Xxx XxxxXxxxx, XX 00000 Xxxxxxxxxx 00000, at 9:00 A.M.10:00 a.m., New York time, on January 14October 28, 20112015, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time during the 30 day period following the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but the Underwriter but, except as otherwise mutually agreed between the Company and the Underwriter, shall be not less than two full business days nor later than five full business days after written notice of election to purchase Optional Securities is given unless the Optional Closing Date is the First Closing Date, in which case the Optional Closing Date may occur no sooner than one business day after written notice of election is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 per share97.75% of the principal amount thereof, plus accrued interest from May 15, 2007 to the First Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name names of such underwriter on the several Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, Chesapeake Energy Corporation at the office of Shearman Cravath, Swaine & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxxxx LLP at 9:00 A.M., 10:00 A.M. (New York time), on January 14May 15, 2011, 2007 or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Global Securities so to be delivered or evidence of their issuance will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 13 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm SecuritiesSecurities (including any accumulated interest thereon to the related Closing Date). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares principal amount of Optional Securities specified in such notice (which shall be an integral multiple of $1,000 in aggregate principal amount) and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall may be purchased from the Company for the account of each Underwriter in the same proportion as the number principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with the Trustee as instructed custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, Chesapeake Energy Corporation at the above office of Shearman Cravath, Swaine & Sterling LLP. The Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on each such Optional Closing Date or evidence of their issuance Date. The Global Securities will be made available for checking and packaging at the above office offices of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the each Selling Stockholder, at a purchase price of $33.25 8.077 per share, the that number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholders at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York time, on January 14September 15, 20112020, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to DTC unless the First Closing DateUnderwriter shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice as to which the Underwriter is exercising the option and (ii) the Underwriters time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree, severally and not jointly, to purchase such Optional Securities. Such sell to the Underwriter the respective numbers of Optional Securities shall be purchased for the account of each Underwriter in the same proportion as obtained by multiplying the number of Firm Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Underwriter’s name bears Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the total denominator of which is the maximum number of Firm Optional Securities (subject to adjustment by Credit Suisse the Underwriter to eliminate fractions) and may ), to be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Selling Stockholders, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Underwriter shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 36.18 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, Washington Real Estate Investment Trust at the office of Shearman Xxxxxx & Sterling Xxxxxx LLP, 000 Xxxxxxxxx 0000 Xxxxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxxx, XX 00000 XX, 00000, at 9:00 10:00 A.M., New York time, on January 14June 6, 20112007, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities less an amount equal to any dividend paid by the Company and payable on any Firm Securities and not payable on such Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”Washington Real Estate Investment Trust, at the above office of Shearman Xxxxxx & Sterling Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 ● per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities through the facilities of The Depositary Trust Company (“DTC”) to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Skadden, Arps, Slate, Mxxxxxx & Sterling LLPFxxx LLP (“Skadden”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10 A.M., New York time, on January 14●, 20112010, or at such other time not later than seven (7) full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman & Sterling LLPSkadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [ l ] per share, the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx 00xx Xxxxx, Xxxxx Xxxx, XX 00000 Xxxxxxxxxx 00000, at 9:00 [ l ] A.M., New York time, on January 14, 2011[ l ], or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 [ • ] per shareSecurity, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the New York, New York, office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York timeA.M. (EST), on January 14[ • ], 20112008, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above New York, New York office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 4.70 per shareSecurity, the respective number of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. . (b) The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, Representatives at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 10:00 A.M., New York time, on January 14September 21, 2011, 2017 or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at least 24 hours prior to the First Closing Date. . (c) In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Company. (d) Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each additional Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”Representatives, at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 $ per share, the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”in the case of shares of Firm Securities and in the case of shares of Firm Securities, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 20112008, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”in the case of Optional Securities and in the case of Optional Securities, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, Company at a purchase price of $33.25 [ ] per share, the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives and designated by the Company drawn to the order of “Comverse Technology, Inc.”, the Company in the case of [ ] shares of Firm Securities at the office of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxProfessional Corporation, XX 00000 at 9:00 [ ] A.M., New York time, on January 14, 2011[ ], or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLP Xxxxxx, Professional Corporation at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives and designated by the Company drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLPXxxxxx, Professional Corporation. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLP Xxxxxx, Professional Corporation at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 68.74 per share, the that number of Firm Securities set forth opposite the name of such underwriter on the Underwriter in Schedule A heretohereto under the caption “Number of Firm Securities Offered”. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank specified by the Company (and acceptable to Credit Suisse the Underwriter), drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000 Xxxxx 00000, at 9:00 A.M., New York time, on January 14August 18, 20112015, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder Company and the Company determineUnderwriter, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Underwriter shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice to be sold by the Company as to which the Underwriter is exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such the Optional Securities. Such Any Optional Securities shall be purchased from the Company for the account of each the Underwriter in the same proportion as the number of Firm Securities set forth opposite such the Underwriter’s name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by Credit Suisse the Underwriter in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased by the Underwriter on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Underwriter, drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Underwriter shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [ ] per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLPXxXxxx, 000 Suites 2902-2905, Two Exchange Square, 0 Xxxxxxxxx XxxxxxXxxxx, Xxx Xxxx Xxxx, XX 00000 at 9:00 A.M.[ ] P.M., New York Hong Kong time, on January 14[ ], 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLP XxXxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company any payable on the Firm Securities by not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name on Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but the Representatives but, except as otherwise mutually agreed between the Company and the Representatives, shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLPXxXxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLP XxXxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the each Selling Stockholder, at a purchase price of $33.25 47.95 per share, that number of Offered Securities (rounded up or down, as determined by the Firm Securities Underwriter in its discretion, in order to avoid fractions) set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto. The Selling Stockholder Stockholders will deliver the Firm Offered Securities to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Selling Stockholders, at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14November 18, 20112013, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 44.89 per share, the number of Firm Securities set forth opposite the name of such underwriter on the Underwriter in Schedule A heretohereto under the caption “Number of Firm Securities to be Purchased”. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the RepresentativeUnderwriter, against payment of the purchase price for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and reasonably acceptable to Credit Suisse the Underwriter) drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx at 9:00 9:30 A.M., New York time, on January 14December 2, 20112022, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company as to which the Underwriter is exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each the Underwriter in the same proportion as the number of Firm Securities set forth opposite such the Underwriter’s name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by Credit Suisse the Underwriter to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased by the Underwriter on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several UnderwritersUnderwriter, in a form reasonably acceptable to Credit Suisse the Underwriter against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriter, Company and each Underwriter Selling Shareholder agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the Company and each Selling StockholderShareholder, at a purchase price that number of $33.25 per share, the shares of Firm Securities Stock set forth opposite the name of the Company or such underwriter on Selling Shareholder in Schedule A I hereto. The purchase price per share to be paid by the Underwriter to the Company and the Selling Stockholder Shareholders for the Stock will be $3.72 per share (the “Purchase Price”). The Company and the Selling Shareholders will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable Stock to the RepresentativeUnderwriter, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriter payable to the order of “Comverse Technology, Inc.”, the Company and the Selling Shareholders for the Firm Stock sold by them all at the office offices of Shearman & Sterling Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14December 13, 2011, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to varied by agreement among the Company and the Selling Stockholder from time to time not more than 30 days subsequent to Underwriter. For the date purpose of covering any over-allotments in connection with the distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Shareholders agree, severally and not jointly, to purchase such sell to the Underwriter the respective numbers of shares of Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as Stock obtained by multiplying the number of Firm Securities shares of Optional Stock specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Underwriter’s name bears Selling Shareholders in Schedule I hereto under the caption “Number of Optional Shares to be Sold” and the denominator of which is the total number of Firm Securities shares of Optional Stock (subject to adjustment by Credit Suisse the Underwriter to eliminate fractions) and ). The option granted hereby may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale exercised as to all or any part of the Firm SecuritiesOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and Selling Shareholders. The option granted hereby may be exercised by written notice being given to the Company and the Selling Stockholder. Each Shareholders by the Underwriter setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by Credit Suisse but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Selling Stockholder Shareholders will deliver the Optional Securities being purchased Stock to the Underwriter through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second (2nd) full business day preceding the Option Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriter payable to the order of “Comverse Technologythe Selling Shareholders for the Optional Stock sold by them, Inc.”, all at the above office offices of Shearman & Sterling Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The Optional Securities being purchased on each Optional Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available for checking at varied by agreement among the above office of Shearman & Sterling LLP at Company and the Underwriter. Within a reasonable time in advance of such Optional after the Closing Date, the Underwriter agrees to pay to GP Bullhound Ltd. a financial advisory fee of $280,000, and any additional fee that may be due to GP Bullhound Ltd. in the event any shares of Optional Stock are purchased by the Underwriter, less its pro-rata share of any transaction related expenses. The Underwriter proposes to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 13.44 per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse TechnologyCobalt International Energy, Inc.”, at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 A.M., New York time, on January 14April 15, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse TechnologyCobalt International Energy, Inc.”, at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 6.9715 per share, the number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto; provided that with respect to an aggregate of 500,000 of the Firm Securities and an amount of the Optional Securities up to the same proportion as such Firm Securities bear to the total number of Firm Securities, which are to be allocated at the direction of the Company to entities affiliated with the Tsakos Holdings Foundation (the “Tsakos Family Shares”), the Underwriters shall purchase such Tsakos Family Shares at the public offering price of $7.30 per share, as set forth in the Final Prospectus. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by through the Representative facilities of DTC for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to Credit Suisse drawn the Representatives. The documents to the order of “Comverse Technology, Inc.”, be delivered hereunder shall be delivered at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14April 29, 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price of $6.9715 per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities; provided that with respect to any Optional Securities that are Tsakos Family Shares, the Underwriters shall purchase such Optional Securities at the public offering price of $7.30 per share, as set forth in the Final Prospectus. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse through the facilities of DTC for the accounts account of the several Underwriters, in a form reasonably acceptable to Credit Suisse Underwriters against payment of the purchase price therefore by the several Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPRepresentatives. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agrees agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and such Selling Stockholder, at a purchase price of $33.25 $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 3,125,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with hhgregg, Inc., as custodian (“Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for such Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law. The Selling Stockholder Company and the Custodian will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”in the case of 3,125,000 shares of Firm Securities and in the case of 6,250,000 shares of Firm Securities, at the office of Shearman & Sterling LLPLLP , 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX XX, 00000 at 9:00 [9.00] A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional SecuritiesSecurities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time on no more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not no earlier than one business day nor later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Custodian will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”in the case of 1,406,250 Optional Securities, at the above office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling Stockholder, at a purchase price Company the number of $33.25 per share, the Firm Securities shares of Stock set forth opposite the name of such underwriter on the Underwriter in Schedule A hereto. The Selling Stockholder Underwriter hereby advises the Company that it intends to offer for sale to the public, initially on the terms set forth in the Pricing Prospectus, the Stock as soon after this Agreement has been executed and the Underwriter has determined is advisable and practicable. The purchase price per share to be paid by the Underwriter to the Company for the Stock will be $28.26 per share (the “Purchase Price”). The Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable Stock to the RepresentativeUnderwriter for its account, through the facilities of The Depository Trust Company, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriter payable to the order of “Comverse Technology, Inc.”, the Company at the office offices of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx00000 Xxxx Xxxxx Xxxxx, Xxx XxxxXxxxx, XX 00000 Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14September 21, 20112016, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes .” The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to varied by agreement between the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm SecuritiesUnderwriter. The Selling Stockholder agrees Underwriter proposes to sell to offer the Underwriters Stock for sale upon the number of shares of Optional Securities specified in such notice terms and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter conditions set forth in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateProspectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees to purchase from the each Selling Stockholder, at a purchase price of $33.25 25.00 per share, that number of Firm Securities obtained by multiplying the number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A heretohereto by a fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Representatives as specified by the Selling Stockholders to the order of “Comverse Technology, Inc.”Representatives at least forty-eight hours in advance, at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 A.M., New York time, on January 1418, 20112013, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon not less than two business days’ written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to purchase sell to the Underwriter the respective numbers of shares of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Representatives as specified by the Selling Stockholders to the order of “Comverse Technology, Inc.”, Representatives at the above office of Shearman Xxxxx Xxxx & Sterling LLPXxxxxxxx LLP described above. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP described above at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price Company the respective principal amount of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number in Schedule A hereto at a purchase price of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale 99.137% of the Firm Securities. No Optional Securities shall be sold or delivered unless principal amount of the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Offered Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Dateplus accrued interest, if any, from May 16, 2024, to the Closing Date (as hereinafter defined). Payment of the purchase price for, and delivery of, the Offered Securities shall be made at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:30 a.m. (New York City time) on May 16, 2024, or such other time not later than five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being sometimes referred to as a herein called the “Closing Date”), . Payment shall be determined made by Credit Suisse but shall be not later than five full business days after written notice wire transfer of election immediately available funds to purchase Optional Securities is given. The Selling Stockholder will deliver a bank account designated by the Optional Securities being purchased on each Optional Closing Date Company against delivery to or as instructed by Credit Suisse the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Offered Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, in a form reasonably acceptable for their account, to Credit Suisse against accept delivery of, receipt for, and make payment of the purchase price therefore for, the Offered Securities that it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Offered Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Offered Securities, which will be represented by one or more definitive global notes in Federal (same day) funds by wire transfer book-entry form, shall be made through the facilities of the Depository Trust Company unless the Representatives shall otherwise instruct. The Offered Securities to an account at a bank acceptable to Credit Suisse drawn be so delivered will be in fully registered form in such authorized denominations as established pursuant to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateIndenture.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agreesStockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling StockholderStockholders, at a purchase price of $33.25 89.12 per share, the that number of Firm Securities set forth opposite the name of such underwriter on their respective names in Schedule A heretohereto under the caption “Number of Firm Securities Offered”. The Each of the Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Underwriter, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000 Xxxxx 00000, at 9:00 A.M., New York time, on January 14June 27, 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder Stockholders and the Company determineUnderwriter, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless the Underwriter shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice to be sold by the Selling Stockholders as to which the Underwriter is exercising the option and (ii) the Underwriters time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase such the Optional Securities. Such Any Optional Securities shall be purchased from such Selling Stockholder for the account of each the Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s Selling Stockholder's name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by Credit Suisse the Underwriter in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each of the Selling Stockholder Stockholders will deliver the Optional Securities being purchased by the Underwriter on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Underwriter, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Underwriter shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 $ per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse TechnologyTrius Therapeutics, Inc.”, Inc. at the office of Shearman & Sterling Xxxxxx Godward Kronish LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxx Xxxx, Xxx XxxxXxxxx, XX 00000 Xxxxxxxxxx 00000, at 9:00 A.M.9:00A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Xxxxxx Godward Kronish LLP, at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse against payment by the Underwriters of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse TechnologyTrius Therapeutics, Inc.”, at the above office of Shearman & Sterling Xxxxxx Godward Kronish, LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Xxxxxx Godward Kronish, LLP, at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 40.11 per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse Securities (USA) LLC (“Credit Suisse”) drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 A.M., New York time, on January 14October 23, 20112012, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $12.80 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, each Selling Shareholder agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderShareholder, at a purchase price of $33.25 12.80 per share, the respective number of Firm Securities set forth opposite the name names of such underwriter on the Selling Shareholder in Schedule A B hereto. The Selling Stockholder Sellers will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account or accounts at a bank or banks acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technologythe Company and each Selling Shareholder, Inc.”as applicable, at the office of Shearman Ropes & Sterling LLPXxxx LLP (unless another place shall be agreed upon by the Representatives and the Company), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.a.m., New York time, on January 14June 17, 20112021, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company Sellers determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 l under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Ropes & Sterling Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman Ropes & Sterling LLPXxxx LLP (unless another place shall be agreed upon by the Representatives and the Company). The Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Ropes & Sterling Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 [l] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the total number of Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholder at the New York office of Shearman Cravath, Swaine & Sterling Mxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14[l], 20112007, or at such other time not later than seven full business days thereafter as Credit Suisse, the Representatives and the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Mxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Cravath, Swaine & Sterling Mxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Mxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 $ per share, the number of Firm Securities set forth below the caption “Number of Firm Securities to be Sold by the Company” and opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Underwriters drawn to the order of “Comverse Technology, Inc.”, the Company in the case of the Firm Securities at the office of Shearman & Sterling LLPXxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, XX 00000 00000, at 9:00 A.M., New York time, on January 14, 201120 , or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under of the Securities Exchange 1934 Act of 1934Regulations, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriters request and will be made available for checking and packaging at the above office of Shearman & Sterling LLP Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriters given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities in Schedule A hereto (subject to adjustment by Credit Suisse the Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time no more than once and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriters to the Company and the Selling StockholderCompany. Each The time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriters but shall be no earlier than two full business days and not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder On the Optional Closing Date, the Company will deliver the Optional Securities being purchased on each the Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Underwriters drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling LLPXxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000. The certificates for the Optional Securities being purchased on each the Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriters request upon reasonable notice prior to the Optional Closing Date and will be made available for checking and packaging at the above office of Shearman & Sterling LLP Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [-] per share, the respective numbers of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativeoffice of Cravath, Swaine & Xxxxx, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse Technology[AppNet Systems, Inc.”, ] at the office of Shearman Cravath, Swaine & Sterling LLPXxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14[-], 20111999, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling LLP Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse at the office of Cravath, Swaine & Xxxxx, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFBC drawn to the order of “Comverse TechnologyAppNet Systems, Inc.”, at the above office of Shearman Cravath, Swaine & Sterling LLPXxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling LLP Xxxxx, at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees Stockholders agree, separately and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderStockholders, at a purchase price of $33.25 33.36 per share, that number of Firm Securities (subject to adjustment by the Representative in its discretion to eliminate fractions) obtained by multiplying the number of Offered Securities to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule B hereto under the caption “Number of Firm Securities Offered” by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Each of the Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Representative, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000 Xxxxx 00000, at 9:00 A.M., New York time, on January 14June 24, 20112013, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder Stockholders and the Company determineRepresentative, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless the Representative shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice to be sold by the Selling Stockholders as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of the Selling Stockholders in Schedule B hereto under the caption “Number of Optional SecuritiesSecurities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representative in its discretion to eliminate fractions). Such Any Optional Securities shall be purchased from the Selling Stockholders for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representative in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each of the Selling Stockholder Stockholders will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Representative, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representative shall otherwise instruct.