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 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 12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, 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 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 as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Company and the Selling Stockholder, respectively, and satisfactory 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 timeUnderwriters, on January 14July 31, 20112015, 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. 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 Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agrees agree, severally and not jointly, 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 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 Company and 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 the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Company and the Selling Stockholder, respectively, and satisfactory to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPUnderwriters. 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 least 24 hours 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 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 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 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 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 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 Cravath, Swaine & Sterling Xxxxx LLP, at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 00000, at 9:00 [10:00] A.M., New York time, on January 14[·], 20112016, 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 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 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 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 $ 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 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 26.62 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 14May 10, 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 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.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 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 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.

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 26.60 per share, the respective number of Firm Securities set forth below the caption “Company” or “Selling Stockholder”, as the case may be, opposite the name of such underwriter on Underwriter in Schedule A hereto. The Company and the Selling Stockholder severally 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 of the Company at a bank acceptable to Credit Suisse drawn the Representatives in the case of 1,000,000 shares of Firm Securities and an account of the Selling Stockholder at a bank acceptable to the order Representatives in the case of “Comverse Technology, Inc.”, 5,495,489 shares of Firm Securities at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 X.X. 00000, at 9:00 10:00 A.M., New York time, on January 14July 20, 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 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 Company and 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 sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares specified in such notice by a fraction the numerator of which is 1,000,000 in the case of the Company and 5,495,489 in the case of the Selling Stockholder and the denominator of which is the total number of Optional SecuritiesSecurities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company and 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 Company and 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 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 drawn to the order of “Comverse Technology, Inc.”, Representatives at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx 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 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 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 StockholderCompany, at a purchase price of $33.25 ________ 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 in a form reasonably acceptable to the Representativeyou, 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 Underwriter drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Morgxx, Xxxxx & Sterling LLPXockxxx XXX, 000 Xxxxxxxxx 101 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 00000, xx 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 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 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 the Underwriter given to the Company and the Selling Stockholder from time to time (but not more than twice) 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 share 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 from 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 Company 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 (but not more than twice) 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 less than two full business days nor 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 UnderwritersUnderwriter, in a form reasonably acceptable to Credit Suisse 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 LLPInvemed Associates LLC, 101 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. The Xxe 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 the Underwriter 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 Morgxx, Xxxxx & Sterling Xockius LLP at a reasonable time in advance of such Optional Closing Date. If the Underwriter so elects, delivery of Optional Securities may be made by credit to the account at The Depository Trust Company designated by the Underwriter.

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 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 & Sterling Xxxxx Xxxx and Xxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxx., Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 [—] A.M., New York time, on January 14[—], 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 1934, the First Closing Date (if later than the otherwise applicable default settlement datedate under such rule) 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 Partnership agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderPartnership, at a purchase price of $33.25 10.29 per sharecommon unit, 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 Partnership 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 Partnership (and acceptable to Credit Suisse the Underwriter), drawn to the order of “Comverse Technology, Inc.”the Partnership, at the office of Shearman & Sterling Norton Xxxx Xxxxxxxxx US LLP, 000 Xxxxxxxxx 0000 XxXxxxxx Xxxxxx, Xxx XxxxSuite 5100, XX 00000 Houston, Texas 77010, at 9:00 A.M., New York time, on January 14June 20, 20112016, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder Partnership Parties 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 Partnership 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 Partnership 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 Partnership agrees to sell to the Underwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such the 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 StockholderPartnership. 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 Partnership 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 Partnership, at the above office of Shearman & Sterling Norton Xxxx Xxxxxxxxx US 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 per share of $33.25 per share9.792, 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 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 Skadden, Arps, Slate, Xxxxxxx & Sterling LLPXxxx LLP (“Skadden”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10 A.M., New York time, on January 14February 24, 20112012, or at such other time not later than seven (7) 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 Skadden 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 two 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 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 two 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 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 & 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the each Selling Stockholder agrees agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 49.27 per share, the number of Firm Securities set forth below the name of such Selling Stockholder and opposite the name of such underwriter on Underwriter in Schedule A hereto. 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 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 accounts at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse TechnologyNew Mountain and DB Capital, Inc.”respectively, at the office of Shearman Willkie Farr & Sterling LLPGallagher, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 8:30 A.M., New York time, on January 14November 20, 20110000, or at such other xx xx suxx xxxxx time not later than seven full business days thereafter as Credit Suisse, CSFBC 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 certificates for 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 will be duly indorsed or evidence accompanied by duly executed blank stock powers so as to validly transfer title to the Representatives for the account of their issuance the Underwriters. The Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFBC requests and such reissued securities will be made available by the Company for checking and packaging at the above office of Shearman Willkie Farr & Sterling LLP Gallagher at least 24 hours prior to the First Closing DateXxxx. In additionXx xxxxxion, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder DB Capital 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 DB Capital 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 DB Capital 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 StockholderDB Capital. 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 DB Capital 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.”DB Capital, at the above office of Shearman Willkie Farr & Sterling LLPGallagher. The certificates for the Optional Securities being purchased on each xxxxx xxxxxasex xx xxxx Optional Closing Date will be duly indorsed or evidence accompanied by duly executed blank stock powers so as to validly transfer title to the Representatives for the account of their issuance the Underwriters. The Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and such reissued securities will be made available by the Company for checking and packaging at the above office of Shearman Willkie Farr & Sterling LLP Gallagher at a reasonable time in advance of such Optional Closing DateOptioxxx Xxxxxxx Datx.

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 Offered Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto at a purchase price of 96.85% of the principal amount thereof, plus accrued interest, if any, from May 15, 2024 to the Effective Time. The Selling Stockholder Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective principal amounts of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Offered Securities upon the terms set forth in the Final Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine in accordance with the rules and regulations of the Securities Act. The Company will deliver the Firm Offered 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 through the facilities of The Depository Trust Company (“DTC”) 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 Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14May 15, 20112024, or at such other time not later than seven ten 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”.” The Offered Securities shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Offered Securities will be represented by book entries on the records of DTC and participating members thereof. 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 Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx 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 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 Xxxxx Xxxx & Sterling Xxxxxxxx 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 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; provided, however, that the Underwriters agree to purchase from the Company at a purchase price of $ per share those Firm Securities that constitute Directed Shares and the shares of the Firm Securities to be sold to existing shareholders of the Company and certain other investors with whom the Company or its affiliates have an existing relationship. 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 Fried, Frank, Harris, Xxxxxxx & Sterling LLPXxxxxxxx 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., New York time, on January 14, 20112010, 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 Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling Xxxxxxxx LLP 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 (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 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 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 Fried, Frank, Harris, Xxxxxxx & Sterling LLPXxxxxxxx LLP (unless another place shall be agreed upon by the Representative and the Company). 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 Fried, Frank, Harris, 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 54.5839 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 14November 13, 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the each Selling Stockholder agrees agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 10.422 per share, the number of Firm Securities set forth below the name of such Selling Stockholder and opposite the name of such underwriter on Underwriter in Schedule A hereto. The Certificates in negotiable form for the Offered Securities have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Custodian. Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law. 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 Underwriters, at the Representativeoffice of Baker Botts L.L.P., 910 Louisiana, Houston, Texas 77002, against payment of the purchase price by the Underwriters in Federal paymexx xx xxx xurchase pxxxx xx Xxxxxxx (same dayxxxx xxx) funds by xxxxx xx official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFB drawn to the order of “Comverse Technology, Inc.”, the appropriate Selling Stockholder at the office of Shearman & Sterling LLPBaker Botts L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14February 20, 20112003, or at such other time not later than seven full business days thereafter as Credit SuisseCSFB, the Selling Stockholder Company and the Company Selling 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 Securities"FIRST CLOSING DATE". 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 CSFB requests and will be made available for checking and packaging at the above office of Shearman & Sterling LLP Baker Botts L.L.P. at least 24 hours prior to the First Closing Date. In Xn addition, upon written notice from Credit Suisse CSFB 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 5,013,952 and 1,986,048 in the case of SCF-III and SCF-IV, respectively, and the denominator of which is the total number of Optional SecuritiesSecurities (subject to adjustment by CSFB 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 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse CSFB 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 CSFB 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 "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”"CLOSING DATE"), shall be determined by Credit Suisse CSFB but shall be not 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, in a form reasonably acceptable to Credit Suisse at the offices of Baker Botts L.L.P., 910 Louisiana Street, Houston, Texas 77002, or sucx xxxex xxxce as shaxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxxxxx, the Company and the Selling Stockholders, 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 CSFB drawn to the order of “Comverse Technology, Inc.”the appropriate Selling Stockholder, at the above office of Shearman & Sterling LLP. Baker Botts L.L.P. The certificates for the Optional Securities being purchased on xxxxxaxxx xn each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB 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 & Sterling LLP the Custodian 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 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 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 share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse in their discretion, in order to avoid fractions) obtained by multiplying [•] 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 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 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.”, [ ] in the case of shares of Firm Securities at the office of Shearman & Sterling LLPXxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, P.C., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, XX 00000 Xxxx Xxxx, XX, at 9:00 A.M.[•] 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 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 Xxxxxxx Xxxxxxxx and Xxxxxx, P.C. 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 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 Credit Suisse 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 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-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 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.”[•] in the case of [•] Optional Securities, at the above office of Shearman & Sterling LLP. Xxxxxx Xxxxxxx Xxxxxxxx and Xxxxxx, P.C. 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 Xxxxxxx Xxxxxxxx and Xxxxxx, P.C. 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 7.0944 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.”the Selling Stockholder, at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, XX 00000 Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:00 7:00 A.M., New York Los Angeles time, on January 14September 15, 20112010, 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 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 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 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 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 $10.81 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 & 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 the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14August 16, 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 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 36.05125 per share, that number of Offered Securities (rounded up or down, as determined by the Firm Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Offered 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 Offered Securities Offered” by a fraction the numerator of which is the number of Offered 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 Offered Securities. The Each Selling Stockholder Securityholder will deliver the Firm Offered 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 10:00 A.M., New York time, on January 14April 6, 2011, 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 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 Xxxxxx & Sterling Xxxxxxx 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 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 UnderwriterCredit Suisse, and each Underwriter agrees, severally and not jointly, Credit Suisse agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 15.39 per share, the 13,000,000 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 Credit Suisse in a form reasonably acceptable to the Representative, Credit Suisse against payment of the purchase price by the Underwriters Credit Suisse 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.”, the Company at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xx Xxxxxx Xxxx, Xxx Xxxxx Xxxx, XX 00000 00000, at 9:00 A.M., New York time, on January 14March 13, 20112012, 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 Xxxxx Xxxx & Sterling Xxxxxxxx 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 purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company 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, Credit Suisse 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 Credit Suisse 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 earlier than two full business days nor later than five full business days after such written notice of election to purchase Optional Securities is given; provided however that if the notice of election to purchase Optional Securities is delivered to the Company prior to the First Closing Date, the applicable Closing Date may take as early as one full business day after such delivery; provided further however that if the First Closing Date and the Optional Closing Date are simultaneous, notice shall be provided prior to the Closing Date. 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 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.”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 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 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 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 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 LLC ("CSFB") drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Wilson Sonsini Goodrich & Sterling LLPRosati, 000 Xxxxxxxxx XxxxxxProfessional Corporation, Xxx 650 Page Mxxx Xxxx, XX 00000 Xxxx Xxxx, Xxlifxxxxx 94304, at 9:00 10:00 A.M., New York timeYoxx xxxx, on January 14xx -, 20110000, or at such other time not xx xx xxxx xxxxx xxxx xxx later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFB and the Company determine, such time being herein referred to as the “First Closing Date”"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 CSFB requests and will be made available for checking and packaging at the above office of Shearman Wilson Sonsini Goodrich & Sterling LLP Rosati, a Professional Corporation, at least 24 hours prior 00 xxxxx xxxxx xx xxx Firxx Xxxsing Date. If the Underwriters so elect, delivery of the Firm Securities and the Optional Securities may be made by credit through full fast transfer to the accounts at the Depository Trust Company designated by Credit Suisse First Closing DateBoston LLC. In addition, upon written notice from Credit Suisse CSFB 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 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse CSFB 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 CSFB 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”"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”"CLOSING DATE"), shall be determined by Credit Suisse CSFB 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 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 CSFB drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Wilson Sonsini Goodrich & Sterling LLPRosati, a Professional Corporation. The Optional Securities certxxxxxxxx xxx xxx Xxxxxxal Xxxxxxties 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 CSFB 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 Wilson Sonsini Goodrich & Sterling LLP Rosati, a Professional Corporation, at a reasonable time in advance reaxxxxxxx xxxx xx xxxxxxx of such xxxx 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 the Representatives in their 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 to or as instructed by the Representative Representatives for the accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”) 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 LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 [10:00 A.M.], New York time, on January 14[•], 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 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 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 Purchase Price per Security to be paid for the Firm SecuritiesADS. 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, 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.”, 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 Selling Stockholder Shareholder agrees to sell to each Underwriterof the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderShareholder, at a purchase price of $33.25 98.00 per share, the Firm number of the Offered Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Shareholder will deliver the Firm Offered 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 federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriters as specified by the Selling Shareholder to the order of “Comverse Technology, Inc.”Underwriters at least 24 hours prior to the Closing Date (as defined below), at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 9:30 A.M., New York time, on January 14August 21, 20112020, or at such other time not later than seven full business days thereafter as Credit Suissethe Representative, the Selling Stockholder Company and the Company Selling Shareholder 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 & Sterling LLP at least 24 hours prior to the First Closing Date. In additionWithout limiting the applicability of this Section 4 hereof or any other provision of this Agreement, upon written notice from Credit Suisse given 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 the Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any securities attributable to such client (with any such shares instead being allocated and sold to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectusother Underwriters) and, accordingly, the Underwriters may purchase all fees 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 other amounts received by 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 transactions contemplated hereby shall be sold not include any fees or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right other amounts attributable 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 Dateclient.

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 sell to each Underwriterthe several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, Company at a purchase price of $33.25 $ per share, the 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 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.”in the case of shares of Firm Securities, at the office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, 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 upon request for checking at the above office of Shearman Fried, Frank, Harris, Xxxxxxx & 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 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 allotments, if any, made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless (i) the Firm Securities previously have been, or simultaneously are, sold and delivered, and (ii) the Units (as defined in the Acquisition Agreement) have been, or simultaneously are, sold and delivered pursuant to the terms of the Acquisition Agreement. 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.”, at the above office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling Xxxxxxxx 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 Fried, Frank, Harris, 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 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 [ — ] 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 14[—], 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.

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 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 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 equal to $33.25 34.435 per share, the respective number of shares of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder will shall deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the RepresentativeUnderwriters, through the facilities of The Depository Trust & Clearing Corporation (“DTC”) for the account of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by the Underwriters in wire transfer of Federal (same day) funds by wire transfer to an account at a BNP Paribas or another bank acceptable to Credit Suisse drawn the Underwriters designated in writing by the Selling Stockholder to the order of “Comverse Technology, Inc.”, Underwriters at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14February 24, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Underwriters 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 offering. The certificates evidencing the Offered Securities. The Firm Securities so to be delivered or evidence (if such Offered Securities are in certificated form), or, if such Offered Securities are uncertificated, records of their issuance DTC evidencing the Offered Securities so to be delivered, 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. 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 agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agreeUnderwriters, severally and not jointly, agree 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 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 at one time to time only 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 Stockholder. 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 Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriters 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 the Optional Closing Date to or as instructed by Credit Suisse the Underwriters, through the facilities of DTC, for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment by or on behalf of the Underwriters of the purchase price therefore in therefor by wire transfer of Federal (same same-day) funds by wire transfer to an account at a BNP Paribas or another bank acceptable to Credit Suisse drawn the Underwriters designated in writing by the Selling Stockholder to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPUnderwriters. The Optional certificates evidencing the Offered Securities being purchased on each Optional Closing Date or evidence so to be delivered (if such Offered Securities are in certificated form) or, if such Offered Securities are uncertificated, records of their issuance DTC evidencing the Offered Securities so to be delivered 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 least 24 hours prior to the 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 36.4173 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 14December 24, 20112012, 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. (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 (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 bank account of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking Company 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 DateCompany’s Account”), 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 each Selling Stockholder agrees agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 49.27 per share, the number of Firm Securities set forth below the name of such Selling Stockholder and opposite the name of such underwriter on Underwriter in Schedule A hereto. 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 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 accounts at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse TechnologyNew Mountain and DB Capital, Inc.”respectively, at the office of Shearman Willkie Farr & Sterling LLPGallagher, 000 Xxxxxxxxx Xxxxxxat 8:30 A.X., Xxx XxxxXxxx tixx, XX 00000 at 9:00 A.M.xx November 20, New York time, on January 14, 20112002, or at such other time not later than seven full business days thereafter as Credit Suisse, CSFBC 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 certificates for 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 will be duly indorsed or evidence accompanied by duly executed blank stock powers so as to validly transfer title to the Representatives for the account of their issuance the Underwriters. The Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFBC requests and such reissued securities will be made available by the Company for checking and packaging at the above office of Shearman Willkie Farr & Sterling LLP Gallagher at least 24 hours prior xxxxx xxxxx to the First xxx Xxxxt Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder DB Capital 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 DB Capital 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 DB Capital 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 StockholderDB Capital. 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 DB Capital 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.”DB Capital, at the above office of Shearman Willkie Farr & Sterling LLPGallagher. The Optional certifxxxxxx xxx xhe Xxxxxxxx Securities being purchased on each Optional Closing Date will be duly indorsed or evidence accompanied by duly executed blank stock powers so as to validly transfer title to the Representatives for the account of their issuance the Underwriters. The Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and such reissued securities will be made available by the Company for checking and packaging at the above office of Shearman Willkie Farr & Sterling LLP Gallagher at a reasonable time in advance of reasoxxxxx xxxx xx adxxxxx xx 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 per share of $33.25 per share10.31, 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 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 Skadden, Arps, Slate, Xxxxxxx & Sterling LLPXxxx LLP (“Skadden”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10 A.M., New York time, on January 14July 18, 20112012, or at such other time not later than seven (7) 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 Skadden 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 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 through the facilities of DTC 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 & 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agrees, severally and not jointly, the Purchasers agree to purchase from the Selling StockholderCompany, at a purchase price of 96.763% of the principal amount thereof plus accrued interest from June 17, 2002 to the Closing Date (as hereinafter defined), $33.25 per share, 200,000,000 principal amount of the Firm Offered Securities. The Purchasers have advised the Company that it will make offers (the "EXEMPT RESALES") of the Offered Securities purchased hereunder on the terms set forth opposite in the name Offering Document, as amended or supplemented, solely to (i) persons whom the Purchasers reasonably believe to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBS"), and (ii) persons permitted to purchase the Offered Securities in offshore transactions in reliance upon Regulation S under the Securities Act (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and (ii) being referred to herein as the "ELIGIBLE PURCHASERS"). Delivery to the Purchasers of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative and payment 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.”, Offered Securities shall be made at the office of Shearman Xxxxxx & Sterling LLPXxxxxxx, 00xx xx Xxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx (the "CLOSING LOCATION") at 9:00 A.M., New York City time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Closing Date. The Closing Location and the Company determine, such time being herein referred to as Closing Date may be varied by agreement between the “First Representative and the Company. A meeting will be held at the Closing Location on the New York Business Day next preceding the Closing Date”, at which meeting the final drafts of the documents to be delivered will be available for review by the parties hereto. For the purposes of Rule 15c6this Section 3, "NEW YORK BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. The Offered Securities to be purchased by the Purchasers hereunder will be represented by one or more definitive global Notes in book-1 under entry form, which will be deposited by or on behalf of the Securities Exchange Act of 1934, Company with The Depository Trust Company ("DTC") or its designated custodian. The Company and 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 Guarantors will deliver the Offered Securities sold pursuant to the offering Purchasers, for the account of the Purchasers, against payment by or on behalf of the Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Offered SecuritiesSecurities to the account of the Purchasers at DTC. The Firm Securities so Company will cause the certificates representing the Notes to be delivered or evidence of their issuance will be made available to the Purchasers 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 Date 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 DTC 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 Dateits designated custodian.

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 41.73625 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 14June 12, 20112015, 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. (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 share97.875% of the principal amount thereof plus accrued interest from June 18, 2014 to the Closing Date (as hereinafter defined), the Firm respective principal amounts of 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 Representativedeliver, against payment of the purchase price price, the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive form without interest coupons (the “Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Prospectus. Payment for the Offered Securities representing all of the Firm Securities and Optional Securities (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date) 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 Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000 at 9:00 10:00 A.M., (New York time), on January 14June 18, 2011, 2014 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”, against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities and Optional Securities (as applicable) (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date). The applicable Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the 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 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 facilities 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 Depository Trust Company (subject to adjustment by Credit Suisse to eliminate fractions“DTC”) 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 DateRepresentative instructs otherwise.

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 each Selling Stockholder Securityholder agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the each Selling StockholderSecurityholder, at a purchase price of $33.25 38.60 per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriter in Schedule A B hereto. The Each Selling Stockholder Securityholder 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 Credit Suisse 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 14June 17, 20112008, or at such other time not later than seven full business days thereafter as Credit Suisse, the Suisse 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 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 Credit Suisse 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 Each Selling Stockholder Securityholder 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 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 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 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 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 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 4.40 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 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 Company at the office of Shearman Wxxxxx Xxxxxxx Xxxxxxxx & Sterling LLPRxxxxx, 000 Xxxxxxxxx XxxxxxProfessional Corporation, Xxx XxxxSan Francisco, XX 00000 California, at 9:00 10:00 A.M., New York time, on January 14September 13, 20112006, 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 Wxxxxx Xxxxxxx Xxxxxxxx & Sterling LLP Rxxxxx, Professional Corporation, 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 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 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 Company, at the above office of Shearman Wxxxxx Xxxxxxx Xxxxxxxx & Sterling LLPRxxxxx, 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 Wxxxxx Xxxxxxx Xxxxxxxx & Sterling LLP Rxxxxx, 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 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 3.8668 per shareClass B Share, the Firm respective number of Offered Securities set forth opposite the such Underwriter’s name of such underwriter on in Schedule A B hereto. The Underwriters may request at any time that some or all of the Offered Securities purchased by the Underwriters be delivered by the Depositary to the Underwriters in the form of ADSs, in which case the obligations of the Company and the Selling Stockholder to deliver such Offered Securities will only be satisfied upon the delivery by the Depositary of the corresponding ADSs to the Underwriters. The Company and the Selling Stockholder will deliver the Firm Offered 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 drawn to the order Representatives in the case of “Comverse Technology, Inc.”the Securities issued by the Company and in the case of the Securities sold by the Selling Stockholder, at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14September 15, 20112017, 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 Offered 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 Class B Share to be paid for the Firm Offered 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 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 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.”, 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 Xxxxx Xxxx & Sterling LLP 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder 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 of $33.25 12.40 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 in a form reasonably acceptable to the RepresentativeCSFBC, 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 CSFBC drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the office of Shearman Xxxxxx & Sterling Bird LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14August 21, 20112001, or at such other 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 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 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 & Sterling LLP The Depository Trust Company 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 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 Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointlyUnderwriter 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 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 for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse Underwriter 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 CSFBC drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office offices of Shearman Xxxxxx & Sterling Bird LLP. 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 & Sterling LLP The Depository Trust Company 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 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 Xxxxx Xxxxxxxxxx LLP, New York, New York, 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 the Company and Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman & Sterling Xxxxx Xxxxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxx XxxxNew York, 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 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 & Sterling LLP Xxxxx Xxxxxxxxxx LLP, New York, New York, 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 Optional 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 Xxxxx Xxxxxxxxxx LLP, New York, New York, 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 Technology, Inc.”the Company, at the above office of Shearman & Sterling Xxxxx Xxxxxxxxxx LLP, New York, New York. 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 & Sterling LLP Xxxxx Xxxxxxxxxx LLP, New York, New York, 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 27.10 per share, the Firm that number of Offered Securities 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 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 wire transfer to an account at a bank acceptable to Credit Suisse drawn specified by each Selling Stockholder to the order Underwriter at least forty-eight hours in advance of “Comverse Technologythe Closing Date (as defined below). The time and date of such delivery and payment shall be, Inc.”, at with respect to the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at Offered Securities 9:00 A.M., New York time, on January 14August 23, 20112017, or at such other date or 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 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. Subject to the consummation of, the sale of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at by the above office of Shearman & Sterling LLP at least 24 hours prior Selling Stockholders to the First Closing Date. In addition, upon written notice from Credit Suisse given to Underwriter in compliance with the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date terms of the Final Prospectusthis Agreement, 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 Underwriter agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Company, and the Underwriters agree, severally and not jointly, Company agrees to purchase such Optional Securitiesfrom the Underwriter, the Repurchase Securities at a purchase price of $27.10 per share. Such Optional The parties hereby agree that the Repurchase Securities shall be purchased for consist solely of the account of each Underwriter in Offered Securities sold by the same proportion as Selling Stockholders who are United States persons and shall not include any Offered Securities sold by the number of Firm Securities set forth opposite such Underwriter’s name bears to other Selling Stockholders. On the total number of Firm Securities (Closing Date, 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 Offered 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 Underwriter in compliance with the terms of this Agreement, and terminated at any time upon notice by Credit Suisse to in consideration for the Repurchase Securities, 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 pay the purchase price therefore for Repurchase Securities in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn specified by the Underwriter to the order Company at least forty-eight hours in advance. Payment for the Repurchase Securities shall be made against delivery by the Underwriter of “Comverse Technology, Inc.”, the Repurchase Securities to the Company through the facilities of the DTC for the account of the Company 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 as otherwise agreed to by the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateCompany and the Underwriter.

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 75.44 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 14September 23, 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 UnderwriterSelling 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, 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. As part of this offering, the Underwriters agree to reserve the Halco Securities for offer and sale to Halco upon the terms and subject to the conditions set forth in this Agreement at the offering price to the public set forth on the cover page of the Prospectus. It is agreed that the Underwriters shall not receive any discount or commission on any Halco Securities sold to Halco. Any Halco Securities that are not confirmed for purchase in writing by Halco by the end of the second business day following the date hereof (or such other time as agreed to by the Underwriters and Halco) shall be purchased by the Underwriters from the Company pursuant to and in accordance with the first sentence of this section 3 and offered to the public by the Underwriters in accordance with this Agreement. 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 U.S. 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 Technologythe Company, Inc.”for itself, 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 time[•]:00 A.M. (EST), on January 14October [•], 20112007, 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 Securitiesoffering. The certificates for the Firm Securities so to will be delivered or evidence of their issuance in definitive form, in such denominations and registered in such names as the Representatives request and 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 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 set forth in the first sentence of this Section 3. The Selling Stockholder agrees Company agrees, to sell to the Underwriters the number of shares of Optional Securities specified in the such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitieswritten notice. Such shares of 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 (at the offering price to the public set forth on the cover page of the Prospectus) 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 time, up to the expiry of the said 30 day period 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 New York, New York office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. 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 the Representatives request 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 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 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. 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 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 TechnologyQuinStreet, Inc.”, Inc. at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, XX 00000 Xxxxx Xxxx, Xxxxxxxxxx 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 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 TechnologyQuinStreet, 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 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 Company the Firm Stock. The purchase price of $33.25 per share, share to be paid by the Underwriter to the Company for the Firm Securities Stock will be $4.10 per share (the “Purchase Price”). The Company is advised by you that the Underwriter intends (i) to make a public offering of the Firm Stock as soon after the effective date of this Agreement as in its judgment is advisable and (ii) initially to offer the Firm Stock upon the terms set forth opposite in the name of such underwriter on Schedule A heretoProspectus. The Selling Stockholder Underwriter may from time to time increase or decrease the public offering price after the initial public offering to such extent as it may determine. The Company will deliver the Firm Securities Stock to or BTIG through the facilities of The Depository Trust Company, issued in such names and in such denominations as instructed BTIG may direct by the Representative for the accounts of the several Underwriters notice in a form reasonably acceptable 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 aggregate purchase price therefor, as determined pursuant to the immediately preceding paragraph, 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 BTIG payable to the order of “Comverse Technology, Inc.”, the Company 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 the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14February 2, 20112018, 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 BTIG. For the Selling Stockholder from time to time not more than 30 days subsequent to purpose of covering any over-allotments in connection with the date distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters BTIG 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 BTIG the number of shares of Optional Securities Stock specified in such the written notice delivered by BTIG to the Company described below and the Underwriters agree, severally and not jointly, BTIG agrees 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 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 Stock at any time, and from time to time, 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 prior to the exercise of such right upon notice by Credit Suisse BTIG to the Company. The option granted hereby may be exercised by written notice being given to the Company by BTIG 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. 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, with respect to any Optional Stock delivered pursuant to a written notice given after the Closing Date, shall in no event be determined by Credit Suisse but shall be not earlier than three (3) business days nor later than five full (5) business days after such written notice of election to purchase Optional Securities is given. The Selling Stockholder Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Securities being purchased Stock to BTIG through the facilities of The Depository Trust Company or, at the election of BTIG, issued in such names and in such denominations as BTIG 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 BTIG payable to the order of “Comverse Technology, Inc.”, the Company 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 BTIG. 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 varied by agreement between the Company and BTIG. The 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 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 CSFBC, against Eleven Madixxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, xxainst 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 CSFBC drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Wilsxx Xxxxxxx Xxxxxxxx & Sterling LLPXosaxx, 000 Xxxxxxxxx XxxxxxXxofessional Corporation in Palo Alto, Xxx XxxxCalifornia, 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 CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"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 & Sterling LLP CSFBC 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”"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”"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.by

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 Partnership agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderPartnership, at a purchase price of $33.25 7.031928 per sharecommon unit, 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 Partnership 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 Partnership (and acceptable to Credit Suisse the Underwriter), drawn to the order of “Comverse Technology, Inc.”the Partnership, at the office of Shearman & Sterling Norton Xxxx Xxxxxxxxx US LLP, 000 Xxxxxxxxx 0000 XxXxxxxx Xxxxxx, Xxx XxxxSuite 5100, XX 00000 Houston, Texas 77010, at 9:00 A.M., New York time, on January 14May 4, 20112016, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder Partnership Parties 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 Partnership 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 Partnership 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 Partnership agrees to sell to the Underwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such the 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 StockholderPartnership. 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 Partnership 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 Partnership, at the above office of Shearman & Sterling Norton Xxxx Xxxxxxxxx US 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 15.75 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, Underwriters 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 Underwriters drawn to the order of “Comverse Technology, Inc.”, New Media Investment Group Inc. at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14November 23, 20112016, 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 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 Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP 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; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such 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 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 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 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 Underwriters 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 the Underwriters 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 Underwriters drawn to the order of “Comverse Technology, New Media Investment Group Inc.”, 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 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 Offered Securities (rounded up or down, at a purchase price as determined by Barclays Capital Inc. in its discretion, in order to avoid fractions) obtained by multiplying the number of $33.25 per share, the Firm Offered 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 Offered Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Offered Securities, at a purchase price equal to $17.85 per share, such shares allocated amongst the Underwriters in accordance with their respective purchases. The Selling Stockholder Stockholders will deliver the Firm Offered 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 14November 17, 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 issuance 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 provided to Skadden, Arps, Slates, Mxxxxxx & Sterling Fxxx LLP at least 24 hours or 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 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 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 20.00 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, 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 & Sterling LLPXxxxxxxx Chance US LLP (“Xxxxxxxx Chance”), 000 Xxxxxxxxx 00 X. 00xx Xxxxxx, Xxx Xxxx, XX 00000 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 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 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 Xxxxxxxx Chance or the Depositary Trust Company, as the case may be, 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 purchase, severally and not jointly, 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 Option Securities. The Selling Stockholder Company agrees to sell to the Underwriters Underwriters, severally and not jointly, 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 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, in a form reasonably acceptable to Credit Suisse the Representative 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 Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling LLPXxxxxxxx Chance. 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 Xxxxxxxx Chance at a reasonable time in advance of such Optional Closing Date. As compensation for the Underwriters’ commitments, on behalf of the Company, the Manager will pay to the Representative for each Underwriter’s proportionate account, $[🌑] per share (the “Public Offering Price”) for Offered Securities purchased by the Underwriters from the Company on each Closing Date, of which, $[🌑] per share will be paid at each Closing and, only if the gross proceeds from the offering of the Offered Securities together with the gross proceeds from other offerings of Common Stock and preferred stock by the Company collectively equals or exceeds $[🌑] billion (the “Deferral Condition”), $[🌑] per share will be paid on a deferred basis within five business days of the satisfaction of the Deferral Condition (the “Deferral Payment Date”). If the Deferral Condition is not satisfied, the Underwriters will forego all of the deferred payments.

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 6.12625 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 the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx, LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, XX 00000 Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:00 A.M.10:00 a.m., New York time, on January 14July 30, 20112012, 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 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 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 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 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 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 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 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 per share of $33.25 per share9.075, 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 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 Skadden, Arps, Slate, Xxxxxxx & Sterling LLPXxxx LLP (“Skadden”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10 A.M., New York time, on January 1417, 20112012, or at such other time not later than seven (7) 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 Skadden 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 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 through the facilities of DTC 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 & 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 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 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 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 Xxxxxxx Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxProfessional Corporation, XX 00000 at 9:00 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000, at 10 A.M., New York time, on January 14[ ], 20112015, 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 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. 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 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 Xxxxxxx Xxxxxxxx & Sterling LLPXxxxxx, Professional Corporation, at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx 00000. 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 Xxxxxxx Xxxxxxxx & Sterling LLP Xxxxxx, Professional Corporation at a reasonable time in advance of such Optional Closing Date.