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

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

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Selling Stockholder agrees agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $33.25 12.224 per share, that number of Firm Securities (rounded up or down, as determined by the Representative in their discretion, in order to avoid fractions) obtained by multiplying 8,000,000 shares of Firm Securities, in the case of the Company, and 4,000,000 shares of Firm Securities, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Company and the Selling Stockholder, respectively, and satisfactory to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York timeUnderwriters, on January 14July 31, 20112015, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities Securities, up to 1,200,000 shares from the Company and up to 600,000 shares from the Selling Stockholder, at the purchase price per Security to be paid for the Firm Securities. The Company and the Selling Stockholder agrees agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds as instructed in writing by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Company and the Selling Stockholder, respectively, and satisfactory to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPUnderwriters. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at a reasonable time in advance of least 24 hours prior to such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each 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 shareCompany, the respective numbers of shares of Firm Securities Stock set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder purchase price per share to be paid by the Underwriters to the Company for the Firm Stock will be $[—] per share (the “Purchase Price”). The Company will deliver the Firm Securities Stock to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable 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 (2nd) full business day preceding the Firm 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 Representatives payable to the order of “Comverse Technologythe Company, Inc.”, all at the office offices of Shearman & Sterling Xxxxxx LLP, 000 Xxxxxxxxx 0000 Xxxxxxx Xxxxxx, Xxx Xxxx Xxxx, XX 00000 Xxxxxxxxxx 00000-0000. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and payment shall be at 10:00 A.M., New York time, on January 14[—], 20112015, 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 delivery and the Company determine, such time being payment are herein referred to as the “First Firm Closing Date”. For purposes .” The Firm Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to varied by agreement between the Company and the Selling Stockholder from time to time not more than 30 days subsequent to Representatives. For the date purpose of covering any over-allotments in connection with the distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the Stock. The purchase price per Security share to be paid by the Underwriters to the Company for the Firm SecuritiesOptional Stock will be the Purchase Price. The Selling Stockholder Company 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 of each Underwriter in the same proportion as Company, the number of Firm Securities set forth opposite such Underwriter’s name bears shares of the Optional Stock specified in the written notice delivered by the Representatives to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and Company described below. 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 being, 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 Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing 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 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 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 $33.25 US$ per share, the share that number of U.S. Firm Securities set forth below the caption "Company" or "Selling Stockholder," as the case may be, and opposite the name of such underwriter on Underwriter in Schedule A hereto. Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholder hereunder have been placed in custody, for delivery under this Agreement, under a Custody Agreement made with The Bank of New York, as custodian ("Custodian"). The Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholder under such Custody Agreement are subject to the interest of the Underwriters and the Managers hereunder, that the arrangements made by the Selling Stockholder for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholder hereunder shall not be terminated by operation of law. The Company and the Custodian will deliver the U.S. Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativeoffice of Proskauer Rose LLP, 0000 Xxxxxxxx, Xxx Xxxx XX 00000-0000 against payment of the purchase price by the Underwriters in U.S. dollars in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank banks acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of “Comverse Technology, Inc.”, at Hosokawa Micron International Inc. in the office case of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 [2,136,000] shares of U.S. Firm Securities and Hosokawa Micron Corporation in the case of [600,000] shares of U.S. Firm Securities at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”. ." 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 U.S. Offering and the Offered SecuritiesInternational Offering. The certificates for the U.S. 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 Proskauer Rose 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 from time to time not more than 30 days subsequent to the date of the Final ProspectusProspectuses, the Underwriters may purchase all or less than all of the U.S. Optional Securities at the purchase price per Security to be paid for the U.S. Firm Securities. The Selling Stockholder U.S. Optional Securities to be purchased by the Underwriters on any Optional Closing Date (as defined below) shall be in the same proportion to all the Optional Securities to be purchased by the Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of such U.S. Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such U.S. Optional Securities. Such U.S. Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of U.S. Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of U.S. 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 U.S. 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 on behalf of the Underwriters and the Managers to the Company Company. It is understood that CSFBC is authorized to make payment for and accept delivery of such Optional Securities on behalf of the Selling StockholderUnderwriters and Managers pursuant to the terms of CSFBC's instructions to the Company. Each time for the delivery of and payment for the U.S. Optional Securities, being herein referred to as an “"Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the U.S. 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, Hosokawa Micron International Inc.”, at the above office of Shearman & Sterling Proskauer Rose LLP. The certificates for the U.S. Optional Securities being purchased on each will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice (which shall be at least two full business days) prior to 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 Proskauer Rose 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 75.44 per share, the that number of Firm Securities set forth opposite the name of such underwriter on their respective names in Schedule A heretohereto under the caption “Number of Firm Securities Offered”. The Each of the Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Underwriter, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000 Xxxxx 00000, at 9:00 A.M., New York time, on January 14September 23, 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder Stockholders and the Company determineUnderwriter, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless the Underwriter shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice to be sold by the Selling Stockholders as to which the Underwriter is exercising the option and (ii) the Underwriters time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase such the Optional Securities. Such Any Optional Securities shall be purchased from such Selling Stockholder for the account of each the Underwriter in the same proportion as the number of Firm Securities set forth opposite such UnderwriterSelling Stockholder’s name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by Credit Suisse the Underwriter in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each of the Selling Stockholder Stockholders will deliver the Optional Securities being purchased by the Underwriter on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Underwriter, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Underwriter shall otherwise instruct.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agrees agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $33.25 $ per 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 Firm Securities in the case of the Company and Firm Securities in the case of the Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the 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 Technologythe Company in the case of the Firm Securities sold by the Company, Inc.”and the Selling Stockholder, in the case of the Firm Securities sold by 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 time•:00 A.M. (EST), on January 14•, 20112007, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered 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 Company and the Selling Stockholder agrees each agree, severally and not jointly, to sell to the Underwriters the 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 the numbers of shares of Optional Securities set forth opposite the names of the Company and the Underwriters agreeSelling Stockholder, severally as the case may be, under the caption “Number of Optional Securities to be Sold” in Schedule B hereto and not jointly, the denominator of which is the total number of shares of Optional Securities (subject to purchase such Optional Securitiesadjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company and from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, 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 Technologythe Company, Inc.”in the case of Optional Securities sold by the Company, and the Selling Stockholder, in the case of the Optional Securities sold by the Selling Stockholder, at the above New York, New York office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price Company the respective numbers of $33.25 per share, the shares of Firm Securities Stock set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder purchase price per share to be paid by the Underwriters to the Company for the Firm Stock will be $9.70 per share (the “Purchase Price”). In addition to the discount from the public offering price represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.275 per share of Stock (including both Firm Stock and Optional Stock) purchased hereunder (the “Deferred Discount”). The Underwriters hereby agree that if no 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 the Common Stock 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 Securities Stock to or as instructed by the Representative for the respective accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse drawn Cxxxx payable to the order of “Comverse Technology, Inc.”, the Company for the Firm Stock sold by them all at the office offices of Shearman Skadden, Arps, Slate, Mxxxxxx & Sterling Fxxx LLP, 000 Xxxxxxxxx XxxxxxLos Angeles, Xxx XxxxCA. Time shall be of the essence, 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[______], 20112013, 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 Firm Stock may be varied by agreement between the otherwise applicable settlement date) Company and Cxxxx. Payment for the Firm Stock shall be made as follows: $[ ] of the settlement date proceeds received by the Company for payment the Firm Stock, including $1,650,000 of funds and delivery of securities for all Deferred Discount, shall be deposited in the Offered Securities sold Trust Account pursuant to the offering terms of the Offered Securities. The Firm Securities so to Trust Agreement and $750,000 shall 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 paid to the First Closing Date. In addition, order of the Company upon written notice from Credit Suisse given delivery to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date Representative of the Final Firm Stock through the facilities of DTC. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such the written notice delivered by Cxxxx to the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such The option granted hereby may be exercised as to all or any part of the Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears Stock at any time, and from time to time, not more than forty-five (45) days subsequent to the total number date of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesthis Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse Cxxxx to the Company. The option granted hereby may be exercised one time in whole or in part at any time on or before the 45th day after the date of the Prospectus by written notice being given to the Company by Cxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Such 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 Selling Stockholder Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by Credit Suisse the Representative for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to Credit Suisse the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option 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 reasonably acceptable to Credit Suisse drawn Cxxxx payable to the order of “Comverse Technologythe Company, Inc.”, all at the above office offices of Shearman Skadden, Arps, Slate, Meacher & Sterling LLPFxxx, LLP Los Angeles, CA. 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 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 varied by agreement between the Company and Cxxxx. Payment for the Optional Stock shall be made available as follows: $9.70 per Optional Stock shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative of the Optional Stock through the facilities of DTC. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

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

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees Securityholder agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholderSecurityholder, at a purchase price of $33.25 $ per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities to be sold by each of the Selling Securityholders as set forth opposite their respective names in Schedule A-1 hereto under the caption “Number of Firm Securities Offered” by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretoA-2 hereto and the denominator of which is the total number of Firm Securities. The Each Selling Stockholder Securityholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”such Selling Securityholder, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000, at 9:00 10 A.M., New York time, on January 14September , 20112010, or at such other time not later than seven full business days thereafter as Credit Suisse, the Representatives and the Selling Stockholder and the Company Securityholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP at least 24 hours prior to the First Closing Date. 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 agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 $ per share, the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”in the case of shares of Firm Securities and in the case of shares of Firm Securities, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 20112008, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”in the case of Optional Securities and in the case of Optional Securities, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 8.225 per share, the respective numbers of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativeoffice of Cooley Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston LLC (“CSFB”) drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman & Sterling LLPXxxxxx Godward LLP , 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14August 16, 20112005, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Shearman & Sterling Xxxxxx Godward LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFB given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of 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 CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, 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 CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse at the office of Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFB drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling Xxxxxx Godward 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 CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman & Sterling Xxxxxx Godward 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 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 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 23.05 per share, the Firm number of Offered 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 Offered 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 14May 7 , 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 Offered 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 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 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 [•] per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse Securities (USA) LLC (“Credit Suisse”) in its discretion, in order to avoid fractions) obtained by multiplying 5,000,000 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 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 reasonably acceptable to Credit Suisse drawn to 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 14[•], 20112022, or at such other time not later than seven full business days thereafter as Credit Suisse, the Company 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 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 SecuritiesSecurities (subject to their respective maximum amounts of Optional Securities set forth opposite their respective names in Schedule A hereto). 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 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, Underwriters in a form reasonably acceptable to Credit Suisse Suisse, 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 specified by the order of “Comverse Technology, Inc.”Selling Stockholder, 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 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 agrees, severally and not jointly, to purchase from the Selling Stockholder, Company at a purchase price of $33.25 $ per share, the Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeRepresentatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”in the case of shares of Firm Securities, at the office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxx Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx, 00000, at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available upon request for checking at the above office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments allotments, if any, made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless (i) the Firm Securities previously have been, or simultaneously are, sold and delivered, and (ii) the Units (as defined in the Acquisition Agreement) have been, or simultaneously are, sold and delivered pursuant to the terms of the Acquisition Agreement. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company and the Selling Stockholder agrees agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price of $33.25 [.] per share, the number of Firm Securities set forth below the caption "Company" or "Selling Stockholder", as the case may be, and opposite the name of such underwriter on Underwriter in Schedule A hereto. The Company and the Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the 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 in the case of 500,000 shares of Firm Securities and [Xxxx X. Xxxxxx as Trustee of The Xxxx X. Xxxxxx 1991 Trust] in the case of 2,000,000 shares of Firm Securities, at the office of Shearman Cravath, Swaine & Sterling LLPXxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14[.], 20111999, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling LLP Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of 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”", 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 Company and the Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse 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 Cravath, Swaine & Sterling LLPXxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling LLP Xxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees 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 28.006875 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 RepresentativeRepresentatives, 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 Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14August 13, 20112018, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP at least 24 hours one Business Day 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 givengiven other than in the case of Optional Securities to be delivered on the First Closing Date, which may be delivered on the day prior to the First Closing Date. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds by 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 Shareholder, at the above office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [ ] 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 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 25.955625 per share, that number of Offered 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 heretoattached 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 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.”each of the Selling Stockholders in the case of the number of shares of Firm Securities set forth opposite the name of such Selling Stockholder in Schedule A attached hereto, at the office of Shearman Milbank, Tweed, Xxxxxx & Sterling XxXxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxx XxxxSuite 3000, XX 00000 Los Angeles, CA 90017, at 9:00 10:00 A.M., New York time, on January 14April 1, 2011, 2014 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 offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will shall 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 DateRepresentatives shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional SecuritiesSecurities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the 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. Each of the Company and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Selling Stockholders with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholders or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or 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 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 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 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.”each of the Selling Stockholders in the case of the number of shares of Optional Securities set forth opposite the name of such Selling Stockholder in Schedule B attached hereto, at the above office of Shearman Milbank, Tweed, Xxxxxx & Sterling XxXxxx LLP. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will shall be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateDTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Holdings agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderHoldings, at a purchase price of $33.25 per share97.00% of the principal amount thereof plus accrued interest from November 17, 2009 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 Underwriters in Schedule A hereto. The Selling Stockholder Holdings will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price the Firm Securities in the form of one or more permanent Global Securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse TechnologyRepresentatives on November 17, 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, 20112009, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company Holdings determine, such time being herein referred to as the “First Closing Date”. For purposes , against delivery to the Trustee as custodian for DTC of Rule 15c6-1 under the Global Securities Exchange Act representing all 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 at the offering office of the Offered SecuritiesCravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. 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 Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Holdings from time to time not more than 30 13 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security 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 Holdings agrees to sell to the Underwriters the number of shares principal amount 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 principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number principal amount of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderHoldings. 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 Holdings 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 the Optional Securities in the form Global Securities deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for the Optional 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 drawn to the order of “Comverse Technology, Inc.”, at Representatives on the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence against delivery to the Trustee as custodian for DTC of their issuance the Global Securities representing all of the Optional Securities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such least 24 hours prior to the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price Company the respective principal amount of $33.25 per share, the Firm Offered Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto at a purchase price of 96.85% of the principal amount thereof, plus accrued interest, if any, from May 15, 2024 to the Effective Time. The Selling Stockholder Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective principal amounts of the Offered Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Offered Securities upon the terms set forth in the Final Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine in accordance with the rules and regulations of the Securities Act. The Company will deliver the Firm Offered Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14May 15, 20112024, or at such other time not later than seven ten full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”.” The Offered Securities shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Offered Securities will be represented by book entries on the records of DTC and participating members thereof. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 per share97.625% of the principal amount thereof plus accrued interest from December 26, 2007 to the First Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name names of such underwriter on the 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 TechnologyADC Telecommunications, Inc.”, Inc. at the office of Shearman Dxxxx Xxxx & Sterling LLPWxxxxxxx, 000 Xxxxxxxxx Xxxxxx1000 Xx Xxxxxx Xxxx, Xxx Xxxxx Xxxx, XX 00000 00000, at 9:00 10:00 A.M., New York time, on January 14December 26, 20112007, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Dxxxx Xxxx & Sterling LLP Wxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the 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 principal amount of 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 the number of shares principal amount 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 principal amount of Firm Securities set forth opposite such Underwriter’s name bears to the total number total—principal amount of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver 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 TechnologyADC Telecommunications, Inc.”, at the above office of Shearman Dxxxx Xxxx & Sterling LLPWxxxxxxx. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Dxxxx Xxxx & Sterling LLP Wxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 13.88 per share, that number of Firm Securities (rounded up or down, as determined by the Representative 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 RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account or accounts at a bank or banks acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”Representative and specified by the Selling Stockholders, at the office of Shearman King & Sterling Spalding LLP, 000 Xxxxxxxxx XxxxxxAtlanta, Xxx XxxxGeorgia, XX 00000 at 9:00 A.M., New York time, on January 14March 20, 20112006, or at such other time not later than seven full business days thereafter as Credit Suisse, the Representative 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 Securities". The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representative requests and will be made available for checking and packaging at the above office of Shearman King & Sterling Spalding LLP at least 24 hours prior to the First Closing Date. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account or accounts at a bank or banks acceptable to the Representative and specified by the Selling Stockholders, at the above office of King & Spalding LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representative requests and upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of King & Spalding LLP at a reasonable time in advance of such Optional 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 calendar days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption "Number of Optional SecuritiesSecurities to be Sold" and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representative to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse 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 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 DateStockholders.

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 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 4.63175 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 LLPXxxxxxxx, 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 14March 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 LLP Xxxxxxxx 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 LLPXxxxxxxx. 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 at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the each Selling Stockholder, at a purchase price of $33.25 27.10 per share, the Firm that number of Offered Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto. The Selling Stockholder Stockholders will deliver the Firm Offered Securities to or as instructed by the Representative for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn specified by each Selling Stockholder to the order Underwriter at least forty-eight hours in advance of “Comverse Technologythe Closing Date (as defined below). The time and date of such delivery and payment shall be, Inc.”, at with respect to the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at Offered Securities 9:00 A.M., New York time, on January 14August 23, 20112017, or at such other date or time not later than seven full business days thereafter as Credit Suisse, the Underwriter and the Selling Stockholder and the Company Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Subject to the consummation of, the sale of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at by the above office of Shearman & Sterling LLP at least 24 hours prior Selling Stockholders to the First Closing Date. In addition, upon written notice from Credit Suisse given to Underwriter in compliance with the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date terms of the Final Prospectusthis Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Underwriter agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Company, and the Underwriters agree, severally and not jointly, Company agrees to purchase such Optional Securitiesfrom the Underwriter, the Repurchase Securities at a purchase price of $27.10 per share. Such Optional The parties hereby agree that the Repurchase Securities shall be purchased for consist solely of the account of each Underwriter in Offered Securities sold by the same proportion as Selling Stockholders who are United States persons and shall not include any Offered Securities sold by the number of Firm Securities set forth opposite such Underwriter’s name bears to other Selling Stockholders. On the total number of Firm Securities (Closing Date, subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Offered Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered Underwriter in compliance with the terms of this Agreement, and terminated at any time upon notice by Credit Suisse to in consideration for the Repurchase Securities, the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of pay the purchase price therefore for Repurchase Securities in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn specified by the Underwriter to the order Company at least forty-eight hours in advance. Payment for the Repurchase Securities shall be made against delivery by the Underwriter of “Comverse Technology, Inc.”, the Repurchase Securities to the Company through the facilities of the DTC for the account of the Company at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at as otherwise agreed to by the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateCompany and the Underwriter.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each UnderwriterCredit Suisse, and each Underwriter agrees, severally and not jointly, Credit Suisse agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 15.39 per share, the 13,000,000 shares of Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Credit Suisse in a form reasonably acceptable to the Representative, Credit Suisse against payment of the purchase price by the Underwriters Credit Suisse in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xx Xxxxxx Xxxx, Xxx Xxxxx Xxxx, XX 00000 00000, at 9:00 A.M., New York time, on January 14March 13, 20112012, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Credit Suisse may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters Credit Suisse the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Credit Suisse agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters Credit Suisse only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not earlier than two full business days nor later than five full business days after such written notice of election to purchase Optional Securities is given; provided however that if the notice of election to purchase Optional Securities is delivered to the Company prior to the First Closing Date, the applicable Closing Date may take as early as one full business day after such delivery; provided further however that if the First Closing Date and the Optional Closing Date are simultaneous, notice shall be provided prior to the Closing Date. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 Xxxxxx, Xxx Xxxx Xxxx Xxxx, XX 00000 Xxxx Xxxx, Xxxxxxxxxx 00000, at 9:00 10:00 A.M., New York time, on January 14June ___, 20111999, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, 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 Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Shearman & Sterling LLP CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 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 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 principal amount number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse CSFBC but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse 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.an

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 per share97.5% of the principal amount thereof, plus accrued interest from December 11, 2002 to the Closing Date (as hereinafter defined), the principal amount of Firm Securities set forth opposite the name of such underwriter on each Purchaser in Schedule A I hereto. The Selling Stockholder will deliver Subject to the Firm Securities terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable Purchasers 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 agreepurchase, severally and not jointly, the Option Securities at the same percentage of the principal amount thereof as the Purchasers paid for the Firm Securities, plus accrued interest, if any, from December 11, 2002 to purchase such Optional the settlement date for the Option Securities (the "settlement date"). The option may be exercised in whole or in part at any time on or before the 30th day after the Closing Date upon written or telegraphic notice by the Representatives to the Company setting forth the principal amount of Option Securities as to which the Purchasers are exercising the option and the settlement date; provided, however, that the Purchasers may not exercise the option if exercising the option would cause the exemption under Rule 144A under the Securities Act ("Rule 144A") to become unavailable. Delivery of the Option Securities. Such Optional Securities , and payment therefor, shall be purchased for the account made as provided in Section 3 hereof. The principal amount of each Underwriter in the same proportion as the number of Firm Option 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 each Purchaser shall be the Underwriters only for the purpose of covering over-allotments made in connection with the sale same percentage as such Purchaser is purchasing of the Firm Securities, subject to such adjustments as the Representatives shall deem advisable. 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 Delivery of and payment for the Optional Securities, being herein referred Firm Securities and the Option Securities (if the option provided for in Section 3 hereof shall have been exercised on or before the third business day prior to as an “Optional the Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), ) shall be determined by Credit Suisse but shall be made at 10:00 A.M., New York City time, on December 11, 2002, or, with respect to Option Securities only, at such time on such later date (not later than five full business days after written notice January 10, 2003) as the Representatives shall designate, in each case, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of election to purchase Optional Securities is given. The Selling Stockholder will deliver delivery and payment for the Optional Offered Securities being purchased on each Optional herein called the "Closing Date Date"). Delivery of the Offered Securities shall be made to or as instructed by Credit Suisse the Representatives for the respective accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse Purchasers against payment by the several Purchasers through the Representatives of the purchase price therefore in Federal (same day) funds thereof to or upon the order of the Company by wire transfer payable in same-day funds to an the account specified by the Company. Delivery of the Offered Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 3 hereof is exercised after the third business day prior to the Closing Date, the Company will deliver the Option Securities (at a bank acceptable the expense of the Company) to Credit Suisse drawn the Representatives on the date specified by the Representatives (which shall be within three business days after exercise of said option), for the respective accounts of the several Purchasers, against payment by the several Purchasers through the Representatives of the purchase price thereof to or upon the order of “Comverse Technologythe Company by wire transfer payable in same-day funds to the account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, Inc.”the Company will deliver to the Representatives on the settlement date, at and the above office obligation of Shearman & Sterling LLP. The Optional the Purchasers to purchase the Option Securities being purchased shall be conditioned upon receipt of, supplemental options, certificates and letters confirming as of such date the options, certificates and letters delivered on each Optional the 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 Datepursuant to Section 6 hereof.

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 20.47875 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 RepresentativeRepresentatives, 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 Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January May 14, 20112018, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP at least 24 hours one Business Day 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 givengiven other than in the case of Optional Securities to be delivered on the First Closing Date, which may be delivered on the day prior to the First Closing Date. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore in Federal (same day) funds by 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 Shareholder, at the above office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx 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 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees Stockholders agree, severally, to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling StockholderStockholders, at a purchase price of $33.25 8.83375 per share, the respective numbers of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A I, Part B 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 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.”, 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 14December 5, 20112012, or at such other time not later than seven full business days thereafter as Credit Suisse, Suisse 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 Credit Suisse 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 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 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 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 in Schedule I, Part B hereto 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 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 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 Credit Suisse. 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, 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 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 Credit Suisse 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 $ per share, the number of shares of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by 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 Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.9 a.m., New York time, on January 14August , 2011, 2006 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”"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 will be delivered or evidence of their issuance in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to purchase sell to the Underwriters the numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the numbers of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption "Number of Optional SecuritiesSecurities to be Sold" and the denominator of which is the total number of Optional Securities (subject to adjustment by the 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 '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. 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 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 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 Selling Stockholders, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 share10.24, 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 14May 31, 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 ____ per share, the respective numbers of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse First Boston Corporation ("CSFBC") and Salomon Smith Barney Inc. ("SSB") drawn to the order of “Comverse Technologythe Company at xxx xxxxxx xf Xxxxxman & Sterling, Inc.”599 Lexington Avenue, at the office of Shearman & Sterling LLPNew York, 000 Xxxxxxxxx XxxxxxN.Y. 10022, Xxx Xxxx, XX 00000 at 9:00 A.M., New York timeCitx xxxx, on January 14xx Xxx _, 20110000, or at such other time xx xx xxxx xxxxx xime not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC and SSB request 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. In addition, upon written notice from Credit Suisse CSFBC and SSB given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse CSFBC and SSB 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 and SSB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse CSFBC and SSB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Credit Suisse CSFBC and SSB drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling LLPSterling. 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 and SSB request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 $ - per share, the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston LLC ("CSFB") drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Wilson Sonsini Goodrich & Sterling LLPRosati, 000 Xxxxxxxxx XxxxxxProfessional Corporation, Xxx 650 Page Mxxx Xxxx, XX 00000 Xxxx Xxxx, Xxlifxxxxx 94304, at 9:00 10:00 A.M., New York timeYoxx xxxx, on January 14xx -, 20110000, or at such other time not xx xx xxxx xxxxx xxxx xxx later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFB and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Shearman Wilson Sonsini Goodrich & Sterling LLP Rosati, a Professional Corporation, at least 24 hours prior 00 xxxxx xxxxx xx xxx Firxx Xxxsing Date. If the Underwriters so elect, delivery of the Firm Securities and the Optional Securities may be made by credit through full fast transfer to the accounts at the Depository Trust Company designated by Credit Suisse First Closing DateBoston LLC. In addition, upon written notice from Credit Suisse CSFB given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Credit Suisse CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFB drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Wilson Sonsini Goodrich & Sterling LLPRosati, a Professional Corporation. The Optional Securities certxxxxxxxx xxx xxx Xxxxxxal Xxxxxxties being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman Wilson Sonsini Goodrich & Sterling LLP Rosati, a Professional Corporation, at a reasonable time in advance reaxxxxxxx xxxx xx xxxxxxx of such xxxx Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [·] per shareADS, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying 11,000,000 Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”) in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 [10:00 A.M.], New York time, on January 14[•], 20112013, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm SecuritiesADS. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateCompany.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder 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 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. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per shareCompany, the number of Firm Securities ADSs set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto at a purchase price of $[●] per ADS (the “Purchase Price”). The Selling Stockholder will deliver Further, each of the Firm Securities Underwriters agrees (i) to or as instructed by cause the Representative Settlement & Subscription Agent, acting in its own name but for the accounts account of the several Underwriters to subscribe, on the date hereof, for the Firm Shares at a price of €1.00 per Firm Share (the “Issue Price”) and (ii) to authorize and cause the Settlement & Subscription Agent to pre-fund the Issue Price for each of the subscribed Firm Shares by crediting as of the Subscription Date (as defined below) the Issue Price multiplied by the number of Firm Shares (the “Aggregate Issue Price”, and the number of Firm Shares multiplied by the Purchase Price less the Aggregate Issue Price, the “Excess Proceeds Amount”) into a special account of the Company opened at the Settlement & Subscription Agent in a form reasonably acceptable Germany (account number: 5990655600) (the “Capital Increase Account”), such account to be non-interest bearing and free of liens and charges (including negative interest). The Settlement & Subscription Agent shall, subject to the Representativeconditions set forth herein, against payment (i) subscribe for the Firm Shares as set out above and (ii) transfer the Aggregate Issue Price to the Capital Increase Account on the date and for value hereof. Further, the Settlement & Subscription Agent shall, subject to the conditions set forth herein and the receipt of the purchase price by corresponding payment from the Underwriters in Federal (same day) funds by wire as set forth below, transfer to an account at a bank acceptable to Credit Suisse drawn to the order complete balance on the Capital Increase Account for the value of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering bank account of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking Company at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date [●] (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing DateCompany’s Account”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agrees, severally and not jointly, the Purchasers agree to purchase from the Selling StockholderCompany, at a purchase price of 96.763% of the principal amount thereof plus accrued interest from June 17, 2002 to the Closing Date (as hereinafter defined), $33.25 per share, 200,000,000 principal amount of the Firm Offered Securities. The Purchasers have advised the Company that it will make offers (the "EXEMPT RESALES") of the Offered Securities purchased hereunder on the terms set forth opposite in the name Offering Document, as amended or supplemented, solely to (i) persons whom the Purchasers reasonably believe to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBS"), and (ii) persons permitted to purchase the Offered Securities in offshore transactions in reliance upon Regulation S under the Securities Act (each, a "REGULATION S PURCHASER") (such persons specified in clauses (i) and (ii) being referred to herein as the "ELIGIBLE PURCHASERS"). Delivery to the Purchasers of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative and payment for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, Offered Securities shall be made at the office of Shearman Xxxxxx & Sterling LLPXxxxxxx, 00xx xx Xxxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx (the "CLOSING LOCATION") at 9:00 A.M., New York City time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Closing Date. The Closing Location and the Company determine, such time being herein referred to as Closing Date may be varied by agreement between the “First Representative and the Company. A meeting will be held at the Closing Location on the New York Business Day next preceding the Closing Date”, at which meeting the final drafts of the documents to be delivered will be available for review by the parties hereto. For the purposes of Rule 15c6this Section 3, "NEW YORK BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. The Offered Securities to be purchased by the Purchasers hereunder will be represented by one or more definitive global Notes in book-1 under entry form, which will be deposited by or on behalf of the Securities Exchange Act of 1934, Company with The Depository Trust Company ("DTC") or its designated custodian. The Company and the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all Guarantors will deliver the Offered Securities sold pursuant to the offering Purchasers, for the account of the Purchasers, against payment by or on behalf of the Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Offered SecuritiesSecurities to the account of the Purchasers at DTC. The Firm Securities so Company will cause the certificates representing the Notes to be delivered or evidence of their issuance will be made available to the Purchasers for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities Date at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date DTC or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Dateits designated custodian.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 24.2125 per share, the number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto; provided that with respect to an aggregate of 180,000 of the Firm Securities which are to be allocated at the direction of the Company to entities affiliated with Tsakos family interests (the “Directed Shares”), the Underwriters shall purchase such Directed Shares at the public offering price of $25.00 per share, as set forth in the Final Prospectus. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by through the Representative facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to Credit Suisse drawn the Representatives. The documents to the order of “Comverse Technology, Inc.”, be delivered hereunder shall be delivered at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York City time, on January 14June 28, 20112018, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price of $24.2125 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 Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse through the facilities of DTC for the accounts account of the several Underwriters, in a form reasonably acceptable to Credit Suisse Underwriters against payment of the purchase price therefore by the several Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLPRepresentatives. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the 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 59.34 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 1426, 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 [ ] per share, the respective 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 for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the office of 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 First Boston LLC ("CSFB") drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx 00000, at 9:00 [9:30] A.M., New York time, on January 14[ ], 20112005, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFB and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFB given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFB to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", 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 CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse Underwriters against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFB drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx 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 CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman Xxxxxx Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder 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 8.57 per share, the respective numbers of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative CSFBC for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse CSFBC drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Andrews & Sterling LLPKurth, 000 Xxxxxxxxx XxxxxxMayor, Xxx XxxxDay, XX 00000 Caldwell & Keeton L.L.P., 600 Travis, Suixx 0000, Hxxxxxn, Texas, at 9:00 A.M.8:00 X.X., New York timeHxxxxxx, on January 14Texas txxx, 2011xx Xxxxx 00, 2002, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC may request upon at least 48 hours notice prior to the First Closing Date and will be made available for checking at the above office of Shearman & Sterling LLP and packaging in New York City at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFBC to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Credit Suisse 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 CSFBC 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 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 Andrews & Sterling LLP. Kurth, Mayor, Day, Caldwell & Keeton L.L.P. The Optional certificates xxx xxe Oxxxxxal Securities being purchased on xxxxx xxrchxxxx xn 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 at the above office of Shearman & Sterling LLP and packaging in New York City 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 5.348 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 designated by the Company and reasonably 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 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 Xxx Xxxx 00000-0000, at 9:00 10 A.M., New York time, on January 14November 6, 20112009, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above New York 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 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 designated by the Company and reasonably 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 Xxxxxx & Sterling Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price per share of $33.25 per share13.275, 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 22, 20112013, 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 the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at a purchase price of $33.25 5.17 per share, all of the shares of Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman & Sterling Xxxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxx Xxxx, Xxx XxxxXxxxx, XX 00000 Xxxxxxxxxx 00000, at 9:00 A.M.10:00 a.m., New York time, on January 14October 28, 20112015, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time during the 30 day period following the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but the Underwriter but, except as otherwise mutually agreed between the Company and the Underwriter, shall be not less than two full business days nor later than five full business days after written notice of election to purchase Optional Securities is given unless the Optional Closing Date is the First Closing Date, in which case the Optional Closing Date may occur no sooner than one business day after written notice of election is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 CSFB and Citigroup drawn to the order of “Comverse TechnologyMaguire Properties, Inc.”, Inc. at the office of Shearman Latham & Sterling Watkins LLP, 000 Xxxxxxxxx Xxxxxx633 W. Xxxxx Street, Suite 4000, Los Angeles, CA 00000, ax 00:00 a.m., Xxx XxxxXxxx xxxx, XX 00000 at 9:00 A.M.xx Xxxx [ ], New York time0000, on January 14, 2011, or at such other time xx xx xxxx xxxxx xxme not later than seven full business days thereafter as Credit SuisseCSFB, the Selling Stockholder Citigroup and the Company determine, such time being herein referred to as the “First Closing Date”. "FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Securities Exchange Act of 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 CSFB and Citigroup request and will be made available for checking and packaging at the above office of Shearman & Sterling Clifford Chance US LLP at least 24 hours prior to the First Closing DateDaxx. In addition, upon written notice from Credit Suisse CSFB and Citigroup 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 's name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse CSFB and Citigroup to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFB and Citigroup to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Credit Suisse CSFB and Citigroup but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFB and Citigroup drawn to the order of “Comverse TechnologyMaguire Properties, Inc.”, at the above office of Shearman Latham & Sterling Watkins LLP. The cxxxxxxxates for the Optional Securities being purchased on beixx xxxchaxxx xx each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB and Citigroup 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 Latham & Sterling Watkins LLP at a reasonable time in advance of such Optional Closing DateXxxxxxg Dxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 7.0944 per share, the number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, XX 00000 Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:00 7:00 A.M., New York Los Angeles time, on January 14September 15, 20112010, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the 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 $ per share, the number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A hereto and opposite the name of such Underwriter in Schedule B 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 previously designated to Credit Suisse First Boston Corporation ("CSFBC") by Sterling and CMP, as the case may be, at a bank acceptable to Credit Suisse CSFBC drawn to the order of “Comverse Technology, Inc.”, Sterling in the case of 13,294,411 shares of Firm Securities and CMP in the case of 705,589 shares of Firm Securities at the office of Shearman Cravath, Swaine & Sterling LLPXxxxx, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 00000, at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, 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 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 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 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 Stockholders agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is 1,994,162 and 105,838 in the case of Sterling and CMP, respectively, the denominator of which is the total number of Optional Securities. Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of 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. In the event that the over-allotment option is exercised by the Underwriters in part but not in full, the amount of Optional Securities purchased by the Underwriters from Sterling and CMP shall be in exact proportion to the amount of Optional Securities purchased by the Underwriters from Sterling and CMP had the over-allotment option been exercised by the Underwriters in full. 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”, "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 Stockholders will deliver the applicable Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account or accounts designated by Sterling and CMP, as the case may be, at a bank acceptable to CSFBC drawn to the order of Sterling in the case of Optional Securities and CMP in the case of Optional Securities, at the above office of Cravath, Swaine & Xxxxx. The certificates for the 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 CSFBC 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 Cravath, Swaine & Sterling LLP Xxxxx at a reasonable time in advance of such Optional Closing Date.

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

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 agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 51.388425 per share, the that 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 for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Representative, drawn to the order of “Comverse Technology, Inc.”the 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 13, 20112013, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder and the Company determineRepresentative, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless the Representative shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Selling Stockholder 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 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 the such Optional Securities. Such Any Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representative in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse 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 will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Representative, drawn to the order of “Comverse Technology, Inc.”the Selling Stockholder, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representative shall otherwise instruct.

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