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

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

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

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Purchasers, and each Underwriter of the Purchasers agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 per share97.25% of the principal amount thereof plus accrued interest from November 22, 2010 to the First Closing Date (as hereinafter defined), the respective principal amounts of Firm Securities set forth opposite the name names of such underwriter on the several Purchasers in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder in the form of one or more permanent global securities (the “Global Securities”) in definitive form without interest coupons deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global Securities will be held only in book-entry form through DTC except in the limited circumstances described in the Final Offering Circular. Payment for the Firm Securities shall be made by the Underwriters Purchasers 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 Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLPXxxxxx, Professional Corporation (“WSGR”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx Xxxx Xxxx, XX Xxxx Xxxx, Xxxxxxxxxx 00000 at 9:00 A.M., 10:00 A.M. (New York time), on January 14November 22, 20112010, or at such other time not later than seven full business days thereafter as Credit Suisse, the 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 against delivery of securities for all the Offered Securities sold pursuant to the offering Trustee as custodian for DTC of the Offered Global Securities representing all of the Firm Securities. The Global Securities representing all of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP WSGR 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 13 days subsequent to the date of the Final Prospectusthis Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Offered Securities (including any accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters Purchasers the number of shares principal amount of Optional Securities specified in such notice and the Underwriters Purchasers 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 Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount 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 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 Representative on behalf of the several Purchasers but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver Payment for the Optional Securities being purchased on each Optional Closing Date to or as instructed shall be made by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore each Purchaser 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 WSGR, at 10:00 A.M. (New York time) (or such other time as agreed to by the above office Representative and the Company) on such Optional Closing Date, against delivery to the Trustee as custodian for DTC of Shearman & Sterling LLP. The the Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities representing all of the Optional Securities to be purchased at each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP WSGR 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 subject to the terms and conditions set forth herein, the Selling Stockholder agrees Stockholders agree, severally and not jointly, to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderStockholders, 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 B hereto. The Each of the Selling Stockholder Stockholders will deliver the its or his 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.”, such Selling Stockholder at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 [8:30] 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 Representatives 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 on such date 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 the Representatives given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to sell to the Underwriters, at the same purchase such price per share to be paid by the Underwriters with respect to the Firm Securities pursuant hereto (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. Such ), and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholders, at such purchase price per share, such number of Optional Securities shall be purchased for the account of each Underwriter in that bears the same proportion to the number of Optional Securities that may be sold by the Selling Stockholders as the number of Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule B hereto bears to the total number of Firm Securities (in each case, subject to such adjustment by Credit Suisse as the Representatives may determine 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 Securitiesavoid fractional shares). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall 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 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.”such Selling Stockholder, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agrees Stockholders 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 StockholderStockholders, at a purchase price of $33.25 $ per share, the number of Firm Securities set forth below the caption "Company" or "Selling Stockholders", as the case may be, and opposite the name of such underwriter on Underwriter in Schedule A hereto. The Company and 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 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 reasonably acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse Technology, Inc.”the Company in the case of [_________] shares of Firm Securities and the Selling Stockholders in the case of [_________] shares of Firm Securities, at the office of Shearman & Sterling Dewey Ballantine 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 xx xxxx xxxxx xxme 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”"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 by the Company 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 Dewey Ballantine LLP at least 24 hours prior to the First Closing DateXxxx. 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 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 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 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 Representative 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 CSFBC drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling Dewey Ballantine LLP. The certificates for the Optional Securities being purchased xxxxx xxxxxxxxx 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 Dewey Ballantine LLP at a reasonable time in advance of such Optional Closing DateOptioxxx Xxxxxxx Xxxx.

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 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 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 share10.02, 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 14March 16, 2011, 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 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 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 of the Company and the Selling Stockholders herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agrees Stockholders agree, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and the Selling StockholderStockholders, 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 and the Custodian will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment by the several underwriters of the respective aggregate purchase price prices of the Securities being sold by the Underwriters Company and each of the Selling Stockholder 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 Xxxxx Xxxx & Sterling LLPXxxxxxxx, 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 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 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 Credit Suisse requests and will be made available for checking and packaging at the above office of Shearman Xxxxx Xxxx & Sterling LLP Xxxxxxxx at least 24 hours prior to the First Closing Date. Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments allotments, if any, 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 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 wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”Suisse, at the above office of Shearman Xxxxx Xxxx & Sterling LLPXxxxxxxx. [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 Credit Suisse 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 Xxxxx Xxxx & Sterling LLP Xxxxxxxx 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 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 TechnologyAladdin Partners, Inc.”, L.P. at the office of Shearman Cravath, Swaine & Sterling LLPXxxxx, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, at 9:00 A.M.a.m., New York time, on January 14February , 20111998, or at such other time not later than seven full business days thereafter as Credit Suisse, CSFBC and the Selling Stockholder and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 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 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 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 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 TechnologyAladdin Partners, Inc.”L.P., 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 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 Schedule 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 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 Company at the office of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLPXxxxxx, Professional Corporation, 000 Xxxxxxxxx XxxxxxXxxx Xxxx Xxxx, Xxx Xxxx Xxxx, XX 00000 00000, at 9:00 10:00 A.M., New York time, on January 14February __, 20111999, or at such other time not later than seven (7) 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 [_____________] at least 24 hours prior to the First Closing Date. Certificates in negotiable form for the Optional Securities to be sold by each Selling Stockholder hereunder have been placed in custody, for delivery under this Agreement, under the Custody Agreement made with Custodian. Each such Selling Stockholder agrees that the shares represented by the certificates held in custody for such Selling Stockholder under such Custody Agreement is subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of such Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If such Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Optional Securities hereunder, certificates for such Optional Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. 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 thirty (30) days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities (rounded up or down, as determined by CSFBC in its discretion to avoid fractions) at the purchase price per Security to be paid for the Firm Securities. The Company and each Selling Stockholder agrees Stockholder, severally, agree 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 in proportion as the number of shares of Optional Securities to be sold by the Company and each such Selling Stockholder as described in Section 1 above bears to the total number of 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 Custodian 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 and the 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 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 and such Selling Stockholder, at the above office of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLPXxxxxx, Professional Corporation. 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 [_____________] 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 Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 31.7625 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in its discretion, in order to avoid fractional shares) obtained by multiplying the number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto, by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The 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, 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 TechnologyAmerican Stock Transfer & Trust Company, Inc.”as custodian for the Selling Stockholders, at the office of Shearman & Sterling LLPXxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxx Xxxxx, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York Houston, Texas time, on January 14November 17, 20112006, 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 offering. Any certificates for the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representative requests and will be made available for checking inspection by the Representative at the above office of Shearman & Sterling LLP Xxxxx Xxxxx L.L.P. at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the 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 Each Selling Stockholder agrees agrees, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of Optional Securities set forth opposite the names of such Selling Stockholder in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities so set forth opposite the names of all Selling Stockholders (subject to purchase such Optional Securitiesadjustment by the Representative to eliminate fractional shares). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractionsfractional shares) 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 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 Selling Stockholder Stockholders 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 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 TechnologyAmerican Stock Transfer & Trust Company, Inc.”as custodian for the Selling Stockholders, at the above office of Shearman & Sterling LLP. The Xxxxx Xxxxx L.L.P. Any 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 Representative request upon reasonable notice prior to such Optional Closing Date and will be made available for checking inspection by the Representative at the above office of Shearman & Sterling LLP Xxxxx Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date.

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

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter 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 drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxxx Xxxxxxx Xxxxxxxx & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Professional Corporation, located at 000 Xxxx Xxxx Xxxx, XX 00000 Xxxx Xxxx, Xxxxxxxxxx 00000, at 9:00 10:00 A.M., New York time, on January 14[ ], 2011, 2007 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 & 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 Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,’ which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse against payment 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 & Sterling LLPoffice. 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 per share of $33.25 per share8.952625, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities through the facilities of The Depositary Trust Company (“DTC”) to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Skadden, Arps, Slate, Mxxxxxx & Sterling LLPFxxx LLP (“Skadden”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10 A.M., New York time, on January 14December 22, 20112010, or at such other time not later than seven (7) full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman & Sterling LLPSkadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for from the account Company the respective numbers of each Underwriter in shares of Stock and the same proportion as the number of Firm Securities Warrants set forth opposite such Underwriter’s name bears the names of the Underwriters in Schedule A hereto. The purchase price per share to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased paid by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of Stock will be $1.02987 per share (the “Per Share Purchase Price”) and payment each Warrant shall be $0.01 per Warrant (the “Per Warrant Purchase Price”, and together with the Per Share Purchase Price, the “Purchase Price”). The Company will deliver to the Representative for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the respective accounts of the several Underwriters, (i) the Stock through the facilities of The Depository Trust Company and (ii) the Warrants in a form reasonably acceptable physical, certificated form, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to Credit Suisse the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn Xxxxx payable to the order of “Comverse Technology, Inc.”, the Company all at the above office offices of Shearman & Sterling LLPDLA Piper LLP (US), 0000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Optional Securities being purchased time and date of the delivery and closing shall be at 10:00 A.M., New York time, on each Optional January 13, 2012, in accordance with Rule 15c6 1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Stock and the Warrants may be made available varied by agreement between the Company and the Representative. The several Underwriters propose to offer the Stock and the Warrants for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder 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 $33.25 US$[·] per shareADS, the that number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their sole discretion, in order to avoid fractions). 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 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 [·] A.M., New York time, on January 14, 20112020, 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 ADS 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, 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.”, 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 Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [-] per shareADS, that number of Firm Securities (rounded up or down, as determined by Representatives in their discretion, in order to avoid fractions) obtained by multiplying 5,610,000 Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder Company will deliver or cause to be delivered the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, Representatives at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxx/x 00xx Xxxxx, Xxx XxxxXxxx Xxxx Club Building, XX 00000 3A Chater Road, Central, Hong Kong, at 9:00 [-] A.M., New York time, on January 14, 2011[-], or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiescontemplated in this Agreement. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised (in the proportions described immediately above) from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall not be not earlier than two full business days or later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver or cause to be delivered the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse Representatives, against payment of the purchase price therefore in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”Representatives, at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price Company that number of $33.25 per share, the Firm Securities ADSs set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder purchase price to be paid by the Underwriters to the Company for the ADSs will deliver be $_____ per ADS, net of underwriting discounts and commissions (the "Purchase Price"). Delivery of and payment for the Firm Securities ADSs shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx at 00 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx at 2:00 P.M., London time, on the third full business day following the effective date of the Initial Registration Statement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Closing Date." On the First Closing Date, the Company shall (i) deliver or cause to be delivered certificates with respect to the Firm Shares to The Bank of New York, as instructed by the Representative Depositary (which may be delivered to The Bank of New York, London office, as custodian for the accounts of Depositary), (ii) cause the several Underwriters Depositary to issue one or more ADRs evidencing the Firm ADSs representing such Firm Shares to be registered in a form reasonably acceptable such names as specified below and (iii) deliver or cause to be delivered such ADRs to the RepresentativeRepresentatives for the account of each Underwriter, in each case, against payment to or upon the order of the Company of the purchase price therefor by the Underwriters wire transfer in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order accounts specified by the Company to the Representatives upon two business days' prior notice. Time shall be of “Comverse Technologythe essence, Inc.”, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Shearman & Sterling LLPthe obligations of each Underwriter hereunder. Upon delivery, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at the ADRs evidencing the Firm ADSs representing the Firm Shares shall be registered in such other time names and in such denominations as the Representatives shall request in writing not later less than seven two 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 additionFor the purpose of expediting the checking and packaging of the relevant Firm Share certificates and ADRs evidencing the Firm ADSs representing the Firm Shares, upon written notice from Credit Suisse given the Company shall make such certificates (or a copy thereof in the case of the Firm Share certificates) and ADRs available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York time, on the business day prior to the Company First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and the Selling Stockholder from time to time not more than 30 days subsequent to the date sale of the Final Firm ADSs as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase ADSs. The price per Security share to be paid for the Firm SecuritiesOptional ADSs shall be the Purchase Price. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities ADSs specified in such the written notice by XX Xxxxx described below and the Underwriters agree, severally and not jointly, to purchase such Optional SecuritiesADSs. Such Optional Securities ADSs shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities ADSs set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities ADSs (subject to adjustment by Credit Suisse XX Xxxxx 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 ADSs at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities ADSs shall be sold or and delivered unless the Firm Securities ADSs previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities ADSs or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse XX Xxxxx to the Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of Optional ADSs to be purchased by the Underwriters and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “ADSs. Each date and time for delivery of and payment for the Optional Closing Date”, ADSs (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional "Option Closing Date" and, if any, being sometimes referred to except as a “Closing Date”)otherwise agreed by the Company and XX Xxxxx, shall not be determined by Credit Suisse but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver Option Closing Date and the First Closing Date are herein referred to as the "Closing Dates". Delivery of and payment for the Optional Securities being purchased ADSs shall be made at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx at 00 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX, Xxxxxxx at 2:00 P.M., London time, on each Optional the Option Closing Date or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the Option Closing Date, the Company shall (i) deliver or cause to be delivered certificates with respect to the Option Shares to The Bank of New York, as Depositary (which may be delivered to The Bank of New York, London office, as custodian for the Depositary), (ii) cause the Depositary to issue one or more ADRs evidencing the Option ADSs representing such Option Shares to be registered in such names as specified below and (iii) deliver or cause to be delivered such ADRs to the Representatives for the account of each Underwriter, in each case, against payment to or as instructed by Credit Suisse for upon the accounts order of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment Company of the purchase price therefore therefor by wire transfer in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order accounts specified by the Company to the Representatives upon two business days' prior notice. Time shall be of “Comverse Technologythe essence, Inc.”, and delivery at the above office time and place specified pursuant to this Agreement is a further condition of Shearman & Sterling LLPthe obligations of each Underwriter hereunder. Upon delivery, the ADRs evidencing the Option ADSs representing the Option Shares shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the Option Closing Date. For the purpose of expediting the checking and packaging of the relevant Optional Share certificates and ADRs evidencing the Optional ADSs representing the Optional Shares, the Company shall make such certificates (or a copy thereof in the case of the Optional Share certificates) and ADRs available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York time, on the business day prior to the Option Closing Date. The Optional several Underwriters propose to offer the ADSs for sale upon the terms and conditions set forth in the Prospectus. It is understood that approximately __ of the Firm ADSs ("Directed Shares") will initially be reserved by the Underwriters for offer and sale to employees and persons having business relationships with the Company and its subsidiaries ("Directed Share Participants") upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities being purchased Dealers, Inc. Under no circumstances will XX Xxxxx or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Participant on each Optional Closing Date or evidence immediately after the date of their issuance will this Agreement, such Directed Shares may be made available for checking at offered to the above office public as part of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe public offering contemplated hereby.

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 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 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 14on_______________ , 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 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 or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriter requests and will be made available for checking and packaging at the above office of Shearman Morgxx, Xxxxx & Sterling Xockius 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 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 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 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 Morgxx, Xxxxx & Sterling LLPXockxxx XXX, 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 through full fast transfer 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 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 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 64.54 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 14November 17, 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 agrees Company and the Guarantors agree to sell to each Underwriterthe Initial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the Selling StockholderCompany and the Guarantors, at a purchase price of $33.25 per share92.25% of the principal amount at maturity thereof plus accrued interest from September 29, 2003 to the Firm Closing Date (as hereinafter defined) the principal amount of Offered Securities set forth opposite the name of such underwriter on its names in Schedule A I hereto. The Selling Stockholder Company and the Guarantors will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price the Offered Securities in the form of one or more permanent global Securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. Payment for the Offered Securities shall be made by the Underwriters Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Initial Purchaser drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Latham & Sterling Watkins LLP, 000 Xxxxxxxxx Xxxxxx885 Third Avenue, Xxx XxxxSuite 1000, XX 00000 at 9:00 A.M.New York, New York time10022, on January 14at 10:00 A.M. (New York xxxx), 2011xx Xxxtember 00, or at such other time not later than seven full 0000 xx xx xxxx xxxxx xxxx xxx xxxxx xxxx xxxxx xxll business days thereafter as Credit Suisse, the Selling Stockholder Initial Purchaser 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 against delivery of securities for all the Offered Securities sold pursuant to the offering Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. The Firm Global Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Latham & Sterling Watkins 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 Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, Company the respective principal amount of Offered Securities set forth opposite such Underwriter’s name in Schedule A hereto 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 99.077% of the several Underwriters in a form reasonably acceptable principal amount of the Offered Securities, plus accrued interest, if any, from March 7, 2023, to the Representative, against payment Closing Date (as hereinafter defined). Payment of the purchase price by for, and delivery of, 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 offices of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:30 a.m. (New York City time) on March 7, 2023, or such other time not later than seven full five business days thereafter after such date as Credit Suisse, shall be agreed upon by the Selling Stockholder Representatives and the Company determine, (such time and date of payment and delivery being herein referred to as called 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”), . Payment shall be determined made by Credit Suisse but shall be not later than five full business days after written notice wire transfer of election immediately available funds to purchase Optional Securities is given. The Selling Stockholder will deliver a bank account designated by the Optional Securities being purchased on each Optional Closing Date Company against delivery to or as instructed by Credit Suisse the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Offered Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, in a form reasonably acceptable for their account, to Credit Suisse against accept delivery of, receipt for, and make payment of the purchase price therefore for, the Offered Securities that it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Offered Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Offered Securities, which will be represented by one or more definitive global notes in Federal (same day) funds by wire transfer book-entry form, shall be made through the facilities of the Depository Trust Company unless the Representatives shall otherwise instruct. The Offered Securities to an account at a bank acceptable to Credit Suisse drawn be so delivered will be in fully registered form in such authorized denominations as established pursuant to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateIndenture.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price Company the respective principal amount of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number in Schedule A hereto at a purchase price of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale 98.575% of the Firm Securities. No Optional Securities shall be sold or delivered unless principal amount of the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Offered Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Dateplus accrued interest, if any, from September 15, 2023, to the Closing Date (as hereinafter defined). Payment of the purchase price for, and delivery of, the Offered Securities shall be made at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:30 a.m. (New York City time) on September 15, 2023, or such other time not later than five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being sometimes referred to as a herein called the “Closing Date”), . Payment shall be determined made by Credit Suisse but shall be not later than five full business days after written notice wire transfer of election immediately available funds to purchase Optional Securities is given. The Selling Stockholder will deliver a bank account designated by the Optional Securities being purchased on each Optional Closing Date Company against delivery to or as instructed by Credit Suisse the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Offered Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, in a form reasonably acceptable for their account, to Credit Suisse against accept delivery of, receipt for, and make payment of the purchase price therefore for, the Offered Securities that it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Offered Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Offered Securities, which will be represented by one or more definitive global notes in Federal (same day) funds by wire transfer book-entry form, shall be made through the facilities of the Depository Trust Company unless the Representatives shall otherwise instruct. The Offered Securities to an account at a bank acceptable to Credit Suisse drawn be so delivered will be in fully registered form in such authorized denominations as established pursuant to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateIndenture.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder 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 11.6632 per shareshare (the “Per Share Purchase Price”), 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 to, or as instructed by 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 TechnologyXxxxxx Oceanics, Inc.”Inc. at the offices of Xxxxxx & Xxxxxxx LLP, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxxxx, XX 00000 at 9:00 A.M.a.m., New York City time, on January 1413, 20112017, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the 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 Per Share Purchase Price. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be paid 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 Firm Securitiesdelivery 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 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 and, to the extent not previously exercised 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 to, or as instructed by Credit Suisse by, 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 TechnologyXxxxxx Oceanics, Inc.”, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 24.366250 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 14March 15, 20112016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless Credit Suisse shall otherwise instruct. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date by the Underwriters to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to Credit Suisse Suisse) drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless Credit Suisse shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 23.862 per share, the Firm Securities as set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York timeam (Eastern Time), on January 14May 27, 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 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 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 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 32.5435 per share, the Firm Securities as set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York timeam (Eastern Time), on January 14August 19, 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 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 each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the each Selling Stockholder, at a purchase price of $33.25 13.45781 per share, the that number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholders at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York time, on January 14June 12, 20112020, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to DTC unless the First Closing DateUnderwriter shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice as to which the Underwriter is exercising the option and (ii) the Underwriters time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree, severally and not jointly, to purchase such Optional Securities. Such sell to the Underwriter the respective numbers of Optional Securities shall be purchased for the account of each Underwriter in the same proportion as obtained by multiplying the number of Firm Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Underwriter’s name bears Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the total denominator of which is the maximum number of Firm Optional Securities (subject to adjustment by Credit Suisse the Underwriter to eliminate fractions) and may ), to be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Selling Stockholders, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Underwriter shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, issue and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Units set forth opposite the names of the Underwriters in Schedule A hereto. The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effective date of the Registration Statement as in the Representatives’ judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. The purchase price per share to be paid by the Underwriters to the Company for the Firm Units will be (net of discounts and commissions to the Underwriters) $9.80 per Unit (the “Purchase Price”). In addition to the discount from the public Offering price represented by the Purchase Price set forth in the immediately preceding sentence, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis. The Company will deliver the Firm Units to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such Optional Securitiescase, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the business day immediately preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to the Trust Account and such other account(s) as may be specified by the Company. Such Optional Securities Time shall be purchased for of the account essence, and delivery at the time and place specified pursuant to this Agreement is a condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 12:00 Noon, New York time, on May 7, 2020, in accordance with Rule 15c6-1 of the same proportion Exchange Act. The time and date of such payment and delivery are herein referred to as the “Initial Closing Date”. The Initial Closing Date and the location of delivery of, and the form of payment for, the Firm Units may be varied by agreement between the Company and the Representatives. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Securities set forth opposite such Underwriter’s name bears Units to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by each of them, all or a portion of the Underwriters only for the purpose of covering Optional Units as may be necessary to cover over-allotments made in connection with the sale offering of the Firm Securities. No Optional Securities shall Units, at the same purchase price per Firm Unit to be sold or delivered unless paid by the Firm Securities previously have been, or simultaneously are, sold and deliveredUnderwriters to the Company. The right to purchase the Optional Securities or any portion thereof Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time, and from time to time and time, on or before the forty-fifth (45th) day following the date of the Prospectus, by written notice to the extent not previously exercised may Company, setting forth the number of Optional Units to be surrendered and terminated at any time upon notice purchased by Credit Suisse to the Company Underwriters and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred Units. The number of Optional Units to as an “Optional Closing Date”, which may be sold to each Underwriter shall be the First Closing Date (number which bears the First Closing Date and each same proportion to the aggregate number of Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities Units being purchased as the number of Firm Units set forth opposite the name of such Underwriter on each Optional Closing Date Schedule A hereto bears to or as instructed by Credit Suisse for the accounts total number of the several UnderwritersFirm Units (subject, in a form reasonably acceptable each case, to Credit Suisse against payment of such adjustment as the purchase price therefore in Federal (same day) funds by wire transfer Representatives may determine to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Dateeliminate fractional shares).

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 14,904 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 14July 26, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”; provided that the place and time of closing shall be at the same place as, and on the same day as and promptly after, the closing of the exchange of the Debt Obligations for Securities contemplated by the Exchange Agreement. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesthis Offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking to the Underwriters at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company Sunoco and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectushereof, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to Sunoco and the Selling Stockholder. It is understood that the Representatives are authorized to make payment for and accept delivery of such Optional Securities on behalf of the Underwriters pursuant to the Company terms of the Representatives’ instructions to Sunoco and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later no earlier than five full four business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Xxxxxxxx & Sterling Xxxxx LLP, New York, New York. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available to the Underwriters for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

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

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of U.S. $33.25 87.00 per shareshare plus accumulated dividends from June 20, 2011 to the First Closing Date, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the several Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York City time, on January 14June 20, 2011, 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 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 Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. It is understood that the Underwriters propose to offer the Firm Securities for sale as set forth in the Final Prospectus. 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 Prospectusthis Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) 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 in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment adjustments 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 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 Representative but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver Payment for the Optional Securities being purchased on each Optional Closing Date to or as instructed shall be made 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 United States dollars 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 10:00 a.m. (New York City time) on the above office Optional Closing Date against delivery to or as instructed by the Representative for the account of Shearman & Sterling LLPthe several Underwriters of the Optional Securities in a form reasonably acceptable to the Representative. 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 offices of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 $33.25 115.10 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) 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 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 official bank check or checks or wire transfer to an account at a bank designated by each Selling Stockholder and acceptable to Credit Suisse CSFBC drawn to the order of “Comverse TechnologyRoche in the case of 3,625,000 Firm Securities, Inc.”, Xxxxxx X. XxxXxxxx in the case of 115,000 Firm Securities and Xxxxxxxx X. Xxxxx in the case of 35,000 Firm Securities at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14October 18, 20112000, or at such other time not later than seven full business days thereafter as Credit Suisse, CSFBC and the Selling Stockholder and the Company Stockholders determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The 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 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 CSFBC given to the Company and the Selling Stockholder Roche 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 Roche 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, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from Roche 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 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 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 Roche 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 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, Xxxxxxx & Sterling Xxxx 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 Skadden, Arps, Slate Xxxxxxx & Sterling Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the each Selling Stockholder agrees agrees, severally and not jointly, to sell to each Underwriterthe Managers, and each Underwriter Manager agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 [ ] per share, that number of International Firm Securities (rounded up or down, as determined by CSFBL in its discretion, in order to avoid fractions) obtained by multiplying the number of International Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule B hereto by a fraction the numerator of which is the number of International Firm Securities set forth opposite the name of such Manager in Schedule A heretohereto and the denominator of which is the total number of International Firm Securities. The Each of the Selling Stockholder Stockholders will deliver the International Firm Securities to or as instructed be sold by the Representative it to CSFBL for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeManagers, against payment of the purchase price by the Underwriters certified or official bank check or checks in Federal (same same-day) funds or by wire transfer to an account previously designated to CSFBL at a bank acceptable to Credit Suisse CSFBL drawn in the proper amounts to the respective order of “Comverse Technology, Inc.”each of the Selling Stockholders, at the office of Shearman Cravath, Swaine & Sterling LLPXxxxx ("Underwriters' Counsel"), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14April [ ], 20111997, or at such other time not later than seven full business days thereafter as Credit SuisseCSFBC, UCAR 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 of the Offered Securitiesoffering. The certificates for the International 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 CSFBL requests upon reasonable notice and will be made available for checking and packaging at the above office of Shearman & Sterling LLP Underwriters' Counsel at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company UCAR and the Selling Stockholder BCP from time to time not more than 30 days subsequent to the date of the Final Prospectus, the U.S. Underwriters and the Managers may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the International Firm Securities. The Each of the Selling Stockholder agrees Stockholders agrees, severally and not jointly, to sell to the Underwriters Managers the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the Selling Stockholders' respective names in Schedule B hereto under the caption "Number of International Optional Securities to be Sold" and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securitiesadjustment by CSFBL to eliminate fractions). Such International Optional Securities shall be purchased from the Selling Stockholders for the account of each Underwriter Manager in the same proportion as the number of International Firm Securities set forth opposite such Underwriter’s Manager's name bears to the total number of International Firm Securities (subject to adjustment by Credit Suisse CSFBL to eliminate fractions) and may be purchased by the Underwriters Managers only for the purpose of covering over-allotments made in connection with the sale of the International Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities and the International 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 UCAR and the Selling StockholderBCP. Each time for the delivery of and payment for the International 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 shall, unless it is the First Closing Date, be not later than five seven or sooner than three full business days after written notice of election to purchase Optional Securities is given. The Each of the Selling Stockholder Stockholders will deliver the International Optional Securities being purchased from it on each Optional Closing Date to CSFBL for the accounts of the several Managers, against payment of the purchase price therefor by certified or official bank check or checks in Federal (same-day) funds or by wire transfer to an account previously designated to CSFBL at a bank acceptable to CSFBL drawn in the proper amounts to the respective order of each of the Selling Stockholders at the office of Underwriters' Counsel. The certificates for the International Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriterswill be in definitive form, in a form reasonably acceptable such denominations and registered in such names as CSFBL requests upon reasonable notice prior 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 such Optional Closing Date or evidence of their issuance and will be made available for checking and packaging at the above office of Shearman & Sterling LLP Underwriters' Counsel at a reasonable time in advance of such Optional Closing Date. None of the Selling Stockholders shall be obligated to deliver any Firm Securities or any Optional Securities to be purchased from it except upon payment for all the Firm Securities and, if applicable, Optional Securities to be purchased from it on the relevant 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. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 24.75 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder Stockholders will deliver the Firm 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, 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 Representative drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholders at the office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxlocated at 0000 Xxxxxxx Xx., Xxx Xxxx Xxxx, XX XX, 00000 at 9:00 A.M., New York time, on January 14September 19, 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 & Sterling LLP DTC or its designated custodian 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 Stockholders listed on Schedule A under the heading “Option Selling Stockholders” (such Selling Stockholders, “Option Selling 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 Option 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 such Optional Securities. Such sell to the Underwriter the respective number of shares of Optional Securities shall be purchased for the account of each Underwriter in the same proportion as obtained by multiplying the number of Firm Optional Securities specified in such notice by a fraction, the numerator of which is the number of shares set forth opposite the names of such Underwriter’s name bears Option Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Firm Optional Securities (subject to adjustment by Credit Suisse the Representative, in order to eliminate avoid 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 Option 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 Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Representative, 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 Representative drawn to the order of “Comverse Technology, Inc.”the Selling Stockholders, at the above office of Shearman Xxxxxxx 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 & Sterling LLP DTC or its designated 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 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 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 wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, Targanta Therapeutics Corporation at the office offices of Shearman Xxxxxx, Xxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxx XxxxXxxxxxxxxxxxx 00000, XX 00000 at 9:00 A.M., New York time, on January 14[ ], 20112007, 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 offices of Shearman Xxxxxx, Hall & 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 Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse against payment 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.”Targanta Therapeutics Corporation, at the above office offices of Shearman Xxxxxx, Hall & 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 offices of Shearman Xxxxxx, Hall & 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 agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [ ] per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLPXxXxxx, 000 Suites 2902-2905, Two Exchange Square, 0 Xxxxxxxxx XxxxxxXxxxx, Xxx Xxxx Xxxx, XX 00000 at 9:00 A.M.[ ] P.M., New York Hong Kong time, on January 14[ ], 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLP XxXxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company any payable on the Firm Securities by not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name on Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but the Representatives but, except as otherwise mutually agreed between the Company and the Representatives, shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLPXxXxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Milbank, Tweed, Xxxxxx & Sterling LLP XxXxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the 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 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 RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an the account at a bank acceptable to Credit Suisse specified on Schedule D hereto and drawn to the order of “Comverse Technology, Inc.”as specified on such Schedule D, at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 XX, 00000, at 9:00 [•] A.M., New York time, on January 14, 2011[•], or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the 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 for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder 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 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each Selling Stockholder agrees Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholderShareholder, at a purchase price that number of $33.25 per shareshares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock, in the case of the Company, and the number of shares of Firm Securities Stock set forth opposite the name of such underwriter on Selling Shareholder in Schedule B hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A heretohereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholder Shareholders for the Stock will be $ per share (the “Purchase Price”). The Company and the Selling Shareholders will deliver the Firm Securities Stock to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters (in a the form reasonably acceptable of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below)) against payment of the purchase price by the Underwriters in Federal (same day) funds aggregate Purchase Price therefor by wire transfer to an account at a bank acceptable to Credit Suisse drawn XX Xxxxx, payable to the order of “Comverse Technologythe Company and [insert name of custodian] as Custodian for the Selling Shareholders, Inc.”, all at the office offices of Shearman & Sterling 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 each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14, 20112003, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the The First Closing Date (if later than and the otherwise applicable settlement date) location of, delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling Shareholders and XX Xxxxx. The Company and the Selling Shareholders shall be make the settlement date certificates for payment of funds and delivery of securities for all the Offered Securities sold pursuant Stock available to the offering Representatives for examination on behalf of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Underwriters in New York, New York at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to For the Company purpose of covering any over allotments in connection with the distribution and the Selling Stockholder from time to time not more than 30 days subsequent to the date sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase from the Selling Shareholders 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 Shareholders agree, severally and not jointly, to sell to the Underwriters up to all of the number of shares of Optional Stock set forth opposite the names of such Selling Shareholders in Schedule B hereto under the caption “Number of Optional Shares to be Sold,” in such aggregate amounts as determined by the Representatives in their discretion; provided, however, that in the event the Representatives shall exercise the right, on behalf of the Underwriters, to purchase less than all of the Optional Stock, each Selling Shareholder shall sell that number of shares set forth opposite his, her or its name on Schedule B in the same proportion, relative to the other Selling Shareholders, as that number of total shares of Optional Stock subject to the over-allotment option set forth in this Section 3 (subject to adjustment by XX Xxxxx to eliminate fractions), and provided further that, in the event the aggregate number of shares of Optional Stock sold by the Selling Shareholders is less than the aggregate number of shares of Optional Stock exercised by the Representatives, the Company shall sell to the Underwriters the number of shares of Optional Securities specified in such notice and Stock that, together with the Underwriters agreenumber of shares of Optional Stock sold by the Selling Shareholders, severally and not jointly, to purchase such equals the number of shares of Optional SecuritiesStock exercised by the Representatives. Such shares of Optional Securities Stock shall be purchased from the Company and each Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities Stock (subject to adjustment by Credit Suisse XX Xxxxx 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 XX Xxxxx to the Company and the Selling StockholderShareholders. Each The option granted hereby may be exercised by written notice being given to the Company and the Selling Shareholders by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters 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 (Date, but not earlier) is herein called the First Closing Date and each Optional “Option Closing Date, if any, being sometimes referred to as a “Closing Date”), ” and shall in no event be determined by Credit Suisse but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company and the Selling Stockholder Shareholders will deliver the Optional Securities being purchased Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second full business day preceding the Option Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore aggregate Purchase Price therefor in Federal federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse drawn XX Xxxxx payable to the order of “Comverse Technology, Inc.”, the Company [insert name of custodian] as Custodian for the Selling Shareholders all at the above office offices of Shearman & Sterling 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. The Company and the Selling Shareholders shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement among the Company, the Selling Shareholders and XX Xxxxx. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 U.S.$97.25 per shareshare plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the name names of such underwriter on the several Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of “Comverse Technology, Inc.”, Chesapeake Energy Corporation at the office of Shearman Cravath, Swaine & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxxxx LLP at 9:00 A.M., 10:00 A.M. (New York time), on January 14November 18, 2011, 2003 or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Xxxxxx 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 against delivery to UMB as custodian for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering DTC of the Offered Global Securities representing all of the Firm 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 Xxxxxx given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectusthis Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) 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 in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Credit Suisse Xxxxxx 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 Xxxxxx 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 Xxxxxx on behalf of the several Underwriters but shall not be not later than five seven full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as instructed custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse Xxxxxx drawn to the order of “Comverse Technology, Inc.”, Chesapeake Energy Corporation at the above office of Shearman Cravath, Swaine & Sterling LLP. The Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on each such Optional Closing Date or evidence of their issuance Date. The Global Securities will be made available for checking and packaging at the above office offices of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.