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

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

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

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

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 subject to the terms and conditions set forth herein, the Selling Stockholder agrees Stockholders agree to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderStockholders that number of Offered Securities (rounded up or down, at a purchase price as determined by Barclays Capital Inc. in its discretion, in order to avoid fractions) obtained by multiplying the number of $33.25 per share, the Firm Offered Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A heretohereto by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Offered Securities, at a purchase price equal to $17.85 per share, such shares allocated amongst the Underwriters in accordance with their respective purchases. The Selling Stockholder Stockholders will deliver the Firm Offered Securities to or as instructed by the Representative Barclays Capital Inc. for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Barclays Capital Inc. against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a the bank acceptable to Credit Suisse drawn account(s) previously designated by Misys in writing to the order of “Comverse Technology, Inc.”, Underwriters or their counsel at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14November 17, 20112010, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Barclays Capital Inc. and the Company and Misys shall determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Evidence of the issuance of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman provided to Skadden, Arps, Slates, Xxxxxxx & Sterling Xxxx LLP at least 24 hours or prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

Purchase, Sale and Delivery of Offered Securities. 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 14.175 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.”the Company in the case of 30,600,000 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 10:00 A.M., New York time, on January 14November 25, 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 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 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.”the Company, 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 Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price Company the respective principal amount of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number in Schedule A hereto at a purchase price of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale 99.008% of the Firm Securities. No Optional Securities shall be sold or delivered unless principal amount of the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Offered Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Dateplus accrued interest, if any, from June 17, 2020, to the Closing Date (as hereinafter defined). Payment of the purchase price for, and delivery of, the Offered Securities shall be made at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on June 17, 2020, or such other time not later than five business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being sometimes referred to as a herein called the “Closing Date”), . Payment shall be determined made by Credit Suisse but shall be not later than five full business days after written notice wire transfer of election immediately available funds to purchase Optional Securities is given. The Selling Stockholder will deliver a bank account designated by the Optional Securities being purchased on each Optional Closing Date Company against delivery to or as instructed by Credit Suisse the Representatives for the respective accounts of the several UnderwritersUnderwriters of the Offered Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, in a form reasonably acceptable for their account, to Credit Suisse against accept delivery of, receipt for, and make payment of the purchase price therefore for, the Offered Securities that it has agreed to purchase. The Representatives may (but shall not be obligated to) make payment of the purchase price for the Offered Securities to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. Delivery of the Offered Securities, which will be represented by one or more definitive global notes in Federal (same day) funds by wire transfer book-entry form, shall be made through the facilities of the Depository Trust Company unless the Representatives shall otherwise instruct. The Offered Securities to an account at a bank acceptable to Credit Suisse drawn be so delivered will be in fully registered form in such authorized denominations as established pursuant to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateIndenture.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and each Selling Stockholder agrees agree, severally and not jointly, to sell to each Underwriterthe several Underwriters the number of shares of Firm Securities set forth opposite the name of the Company or such Selling Stockholder on Schedule B hereto, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $33.25 [ ] per share, the number of shares 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 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.”, the Company at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10 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 Representatives and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder Solimar 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 Solimar 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 StockholderSolimar. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may 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 Solimar 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 checks or wire transfer transfers to an account accounts at a bank banks acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Solimar, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 19.60875 per share, the respective number of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Credit Suisse Securities (USA) LLC (“Credit Suisse”) for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativeCredit 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.”the Company, at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 X.X. 00000, at 9:00 11:00 A.M., New York time, on January 14April 13, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Suisse and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Credit Suisse 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, 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 Cravath, Swaine & Sterling Xxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 $ per 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 Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of per share of $33.25 per share9.075, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities through the facilities of The Depositary Trust Company (“DTC”) to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling LLPXxxx LLP (“Skadden”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10 A.M., New York time, on January 1417, 20112012, or at such other time not later than seven (7) full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman & Sterling LLPSkadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at a reasonable time in advance of such Optional Closing Date.

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

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

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Selling Stockholder, at a Company the Firm Stock. The purchase price of per share to be paid by the Underwriter to the Company for the Stock will be $33.25 5.76 per share, share (the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto“Purchase Price”). The Selling Stockholder Company will deliver the Firm Securities Stock to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters Underwriter, through the facilities of The Depository Trust Company, issued in a form reasonably acceptable such names and in such denominations as the Underwriter may direct by notice in writing to the RepresentativeCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriter payable to the order of “Comverse Technology, Inc.”, the Company at the office offices of Shearman & Sterling Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Xxx Xxxx. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on January 14October 23, 20112012, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than the otherwise applicable settlement date) shall Firm Stock may be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to varied by agreement between the Company and the Selling Stockholder from time to time not more than 30 days subsequent to Underwriter. For the date purpose of covering any over-allotments in connection with the distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price. The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities Stock specified in such the written notice delivered by the Underwriter to the Company described below and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such shares of Optional SecuritiesStock. Such The option granted hereby may be exercised as to all or any part of the Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities Stock (subject to adjustment by Credit Suisse the proviso in the first sentence of this paragraph) at any time, and from time to eliminate fractionstime, not more than thirty (30) and may be purchased by days subsequent to the Underwriters only for the purpose date of covering over-allotments made in connection with the sale of the Firm Securitiesthis Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time prior to the exercise of such right upon notice by Credit Suisse the Underwriter to the Company. The option granted hereby may be exercised by written notice being given to the Company by the Underwriter setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the Selling Stockholder. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”)” and, with respect to any Optional Stock delivered pursuant to a written notice given after the Closing Date, shall in no event be determined by Credit Suisse but shall be not earlier than three (3) business days nor later than five full (5) business days after such written notice of election to purchase Optional Securities is given. The Selling Stockholder Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Securities being purchased Stock to the Underwriter for the account of the Underwriter through the facilities of The Depository Trust Company or, at the election of the Underwriter, issued in such names and in such denominations as the Underwriter may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second (2nd) full business day preceding the Option Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriter payable to the order of “Comverse Technology, Inc.”, the Company at the above office offices of Shearman & Sterling Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The Optional Securities being purchased on each Optional Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement between the Company and the Underwriter. The Underwriter proposes to offer the Stock for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 24.366250 per share, the respective number of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Credit Suisse against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to Credit Suisse Suisse) drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 00000, at 9:00 10:00 A.M., New York time, on January 14March 15, 20112016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless Credit Suisse shall otherwise instruct. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date by the Underwriters to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to Credit Suisse Suisse) drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless Credit Suisse shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 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 Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. In addition, in connection with the sales of Firm Securities, the Manager agrees to pay, or to cause an affiliate to pay, to Credit Suisse Securities (USA) LLC, for the account of the Underwriters, $[—] per share (which represents underwriting commissions payable by the Manager) (the “Manager Payment”) with respect to the 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 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 Fried, Frank, Harris, Xxxxxxx & Sterling LLPXxxxxxxx LLP (unless another place shall be agreed upon by the Representatives and the Company), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.a.m., New York time, on January 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”. Payment of the Manager Payment with respect to the Firm Securities shall be made to Credit Suisse Securities (USA) LLC at the First Closing Date by wire transfer of immediately available funds to a bank account designated by Credit Suisse Securities (USA) LLC. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman 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 (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. In addition, in connection with the sale of any Optional Securities, the Manager agrees to make, or to cause an affiliate to make, the per share Manager Payment with respect to such Additional Shares. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman Fried, Frank, Harris, Xxxxxxx & Sterling LLPXxxxxxxx LLP (unless another place shall be agreed upon by the Representatives and the Company). The Payment of the Manager Payment with respect to the Optional Securities shall be made to Credit Suisse Securities (USA) LLC at each Optional Closing Date by wire transfer of immediately available funds to a bank account designated by Credit Suisse Securities (USA) LLC. Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman 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 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 14July 20, 2011, or at such other time not later than seven (7) full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date through the facilities of DTC to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the above office of Shearman & Sterling LLPSkadden. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Skadden at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, each of the Company and the 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 Company and the Selling Stockholder, at a purchase price of $33.25 17.71 per share, that number of Firm Securities (rounded up or down, as determined by the Underwriters in their discretion, in order to avoid fractions) obtained by multiplying 11,227,273 Firm Securities, in the case of the Company, and 1,122,727 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 Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by 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 office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX 00000 Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York timeam (Eastern Time), on January December 14, 20112015, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering 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 Underwriters shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriters given to the Company and and/or the Selling Stockholder Stockholder, as applicable, from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Company and/or the Selling Stockholder, as applicable, 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 Company and the Selling Stockholder agrees agree to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. 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 Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriters to the Company and or the Selling Stockholder, as applicable. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company and/or the Selling Stockholder Stockholder, as applicable, will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Underwriters for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Underwriters, against payment of the purchase price therefore therefor in Federal (same day) funds by 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 Technologythe Company and/or the Selling Stockholder, Inc.”as applicable, as applicable, 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 Underwriters shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the each Selling Stockholder agrees agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 24.75 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A heretoSecurities. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Selling Stockholders at the office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxxlocated at 0000 Xxxxxxx Xx., Xxx Xxxx Xxxx, XX XX, 00000 at 9:00 A.M., New York time, on January 14September 19, 20112012, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP DTC or its designated custodian at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder Stockholders listed on Schedule A under the heading “Option Selling Stockholders” (such Selling Stockholders, “Option Selling Stockholders”) from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Option Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters Stockholders agree, severally and not jointly, to purchase such Optional Securities. Such sell to the Underwriter the respective number of shares of Optional Securities shall be purchased for the account of each Underwriter in the same proportion as obtained by multiplying the number of Firm Optional Securities specified in such notice by a fraction, the numerator of which is the number of shares set forth opposite the names of such Underwriter’s name bears Option Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Firm Optional Securities (subject to adjustment by Credit Suisse the Representative, in order to eliminate avoid fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Option Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Representative, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Selling Stockholders, at the above office of Shearman Xxxxxxx Xxxxxxx & Sterling Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP DTC or its designated custodian at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 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 200,000 of the Firm Securities which are to be allocated at the direction of the Company to entities affiliated with the Tsakos Holdings Foundation (the “Tsakos Family Shares”), the Underwriters shall purchase such Tsakos Family Shares at the public offering price of $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 DTC for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by the Company and at a bank acceptable to Credit Suisse drawn the Representatives. The documents to the order of “Comverse Technology, Inc.”, be delivered hereunder shall be delivered at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.10:00 a.m., New York time, on January 14April 29, 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 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the each Selling Stockholder agrees agrees, severally and not jointly, to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholder, at a purchase price of $33.25 115.10 per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the name of such underwriter on Selling Stockholder in Schedule A heretohereto by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. The Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank designated by each Selling Stockholder and acceptable to Credit Suisse CSFBC drawn to the order of “Comverse TechnologyRoche in the case of 3,625,000 Firm Securities, Inc.”, Xxxxxx X. XxxXxxxx in the case of 115,000 Firm Securities and Xxxxxxxx X. Xxxxx in the case of 35,000 Firm Securities at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14October 18, 20112000, or at such other time not later than seven full business days thereafter as Credit Suisse, CSFBC and the Selling Stockholder and the Company Stockholders determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse CSFBC given to the Company and the Selling Stockholder Roche from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Roche agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from Roche for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse CSFBC to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Credit Suisse CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Roche will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse CSFBC drawn to the order of “Comverse Technology, Inc.”Roche, at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman Skadden, Arps, Slate Xxxxxxx & Sterling Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the 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 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, (i) the 2026 Notes at a purchase price of $33.25 per share103.375% of the principal amount thereof plus accrued interest from September 15, 2016 to the Closing Date and (ii) the 2027 Notes at a purchase price of 100.125% of the principal amount thereof plus accrued interest from February 15, 2017 to the Closing Date (as hereinafter defined), the Firm respective principal amounts of Offered Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price the Offered Securities in the form of 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 Offered 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 TechnologyRepresentative on February 27, 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, 20112017, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes , 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 additionTime shall be of the essence, upon written notice from Credit Suisse given and delivery at the time and place specified in this Agreement is a condition to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date obligations of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 31.85 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 RepresentativeUnderwriter, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Cravath, Swaine & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 10:00 A.M., New York time, on January 14December 13, 20112006, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 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 the Underwriter requests 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 Underwriter given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such [[NYCORP:2663970v5:3634D:12/07/06--12:56 p]] 8 notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse Underwriter against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Underwriter drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman 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 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 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 the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativeoffice of O'Melveny & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 against payment by the Underwriters of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a the Bank of New York, or such other bank reasonably acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”First Boston Corporation ("CSFBC"), at the above office of Shearman O'Melveny & Sterling Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 6:00 A.M., New York timePacific Time, on January 14, 20112002, or at such other time not later than seven (7) full business days thereafter as Credit Suisse, the Selling Stockholder CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”". For purposes of Rule 15c6-1 under the Securities Exchange Act of 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 Securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiescontemplated by this Agreement. The certificates for the Firm Securities so to be delivered or evidence of their issuance by the Company will be in definitive form, in such authorized denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Shearman O'Melveny & Sterling Xxxxx LLP at least 24 twenty-four (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 Prospectusfinal Prospectus used to offer and sell the Offered Securities, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per Security share to be paid for the Firm 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 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 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 CSFBC but shall be not later than five (5) full business days (or earlier, without the written consent of the Company, than three (3) 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 the 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 at the above office of O'Melveny & Xxxxx LLP, against payment by the Underwriters of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a the Bank of New York, or such other bank reasonably acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”CSFBC, at the above office of Shearman O'Melveny & Sterling Xxxxx LLP. 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 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 O'Melveny & 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 $33.25 US$[·] per shareADS, the that number of Firm Securities set forth opposite the name of such underwriter on Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their sole discretion, in order to avoid fractions). The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters through the facilities of the DTC in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 [·] A.M., New York time, on January 14, 20112020, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security ADS to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing DateCompany.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter 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 subject to the terms and conditions set forth herein, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agreesStockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase from the Selling StockholderStockholders, at a purchase price of $33.25 64.54 per share, the that number of Firm Securities set forth opposite the name of such underwriter on their respective names in Schedule A heretohereto under the caption “Number of Firm Securities Offered”. The Each of the Selling Stockholder Stockholders will deliver the Firm Securities to or as instructed by the Representative Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representative, Underwriter against payment of the purchase price for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Underwriter, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000 Xxxxx 00000, at 9:00 A.M., New York time, on January 14November 17, 20112014, or at such other time not later than seven full business days thereafter as Credit Suisse, shall be agreed upon by the Selling Stockholder Stockholders and the Company determineUnderwriter, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDTC unless the Underwriter shall otherwise instruct. In addition, upon written notice from Credit Suisse the Underwriter given to the Company and the Selling Stockholder Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to Such notice shall set forth (i) the Underwriters the aggregate number of shares of Optional Securities specified in such notice to be sold by the Selling Stockholders as to which the Underwriter is exercising the option and (ii) the Underwriters time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree, severally and not jointly, to sell to the Underwriter, and the Underwriter agrees to purchase such the Optional Securities. Such Any Optional Securities shall be purchased from such Selling Stockholder for the account of each the Underwriter in the same proportion as the number of Firm Securities set forth opposite such UnderwriterSelling Stockholder’s name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by Credit Suisse the Underwriter in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriter to the Company and the Selling StockholderStockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each of the Selling Stockholder Stockholders will deliver the Optional Securities being purchased by the Underwriter on each Optional Closing Date to or as instructed by Credit Suisse the Underwriter for the accounts account of the several Underwriters, Underwriter in a form reasonably acceptable to Credit Suisse the Underwriter, against payment of the purchase price therefore for such Optional Securities in Federal (same day) funds by a wire transfer to an account account, at a bank acceptable to Credit Suisse the Underwriter, drawn to the order of “Comverse Technology, Inc.”such Selling Stockholder, at the above office of Shearman Xxxxxx & Sterling Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Underwriter shall otherwise instruct.

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder 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 herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 34.3035 per shareshare (the “Purchase Price”), the respective numbers of Firm Securities set forth opposite the name names of such underwriter on Schedule the Underwriters in SCHEDULE A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative Representatives for the respective accounts of the several Underwriters in a book-entry form reasonably acceptable to through the RepresentativeDepository Trust Company (the “DTC”), against payment of the purchase price by aggregate Purchase Price for the Underwriters Firm Securities in Federal (same day) funds by official bank check or checks or wire transfer to an account designated by the Selling Stockholder 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.10:30 a.m., New York City time, on January 14November 16, 20112005, and shall occur at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP, located at 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or at such other location and/or such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company Representatives determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Dateoffering. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Company 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 SecuritiesPurchase Price. 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 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 Subject to the foregoing, 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 time, but only once, upon notice by Credit Suisse the Representatives to the Company and the Selling Stockholder. Each The time and location for the delivery of and payment for the Optional Securities, being herein referred to as an “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 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 Delivery of the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the respective accounts of the several Underwriters, Underwriters shall be made by the Selling Stockholder in a book-entry form reasonably acceptable to Credit Suisse through the DTC against payment by the Underwriters through the Representatives of the purchase price therefore in Federal (same day) funds Purchase Price therefor to or upon the order of the Selling Stockholder by wire transfer to an account at a bank acceptable to Credit Suisse drawn payable in same-day funds to the order of “Comverse Technology, Inc.”, at account specified by 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 DateSelling Stockholder.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder Company agrees to sell to each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at a purchase price Company the principal amount of $33.25 per share, the Firm Offered Securities set forth in Schedule A opposite the name of such underwriter on Schedule A heretoUnderwriter, plus any additional amount of Offered Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Selling Stockholder purchase price of the 2007 Notes shall be 99.133% of the principal amount of the notes and the purchase price for the 2012 Notes shall be 99.240% of the principal amount of the notes. 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 Representative, against payment of the purchase price by prices the 2007 Notes and the 2012 Notes in the form of 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, and to be credited to the account of Credit Suisse First Boston Corporation with respect to the 2007 Notes and Salomon Smith Barney Inc. with respect to the 2012 Notes for the respexxxxx xxxxxxxs of the Underwriters with DTC. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by delivery by Credit Suisse First Boston Corporation with respect to the 2007 Notes and Salomon Smith Barney Inc. with respect to the 2012 Notes in Federal (same daysxxx xxx) funds by wire xxxxs xx xxre transfer to an account at a bank acceptable to Credit Suisse drawn to bank, designated by the order Company and open for the receipt of “Comverse Technology, Inc.”funds (and verification of the receipt of funds), at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., a.m. (New York time), on January 14May 13, 20112002, 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"CLOSING DATE", the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and against delivery of securities for all the Offered Securities sold pursuant to the offering Trustee as custodian for DTC of the Global Securities representing all of the Offered Securities. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase prices for, the Offered Securities which it has agreed to purchase. 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 & Sterling LLP DTC or its designated custodian (the "DESIGNATED OFFICE") at least 24 hours one business day prior to the First Closing Date. In additionThe documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6, upon written notice from Credit Suisse given including the cross-receipts for the Offered Securities and any additional documents requested by the Representatives pursuant to Section 6, will be delivered at the Company offices of Palmer & Dodge LLP, 111 Huntington Avenue, Boston, MA 02199, and the Selling Stockholder from time to time not more than 30 days subsequent to Oxxxxxx Securities wixx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxe, all at 9:00 A.M. on the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Shareholder agrees to sell to each Underwriterof the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderShareholder, at a purchase price of $33.25 98.00 per share, the Firm number of the Offered Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Shareholder will deliver the Firm Offered Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Underwriters as specified by the Selling Shareholder to the order of “Comverse Technology, Inc.”Underwriters at least 24 hours prior to the Closing Date (as defined below), at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 9:30 A.M., New York time, on January 14August 21, 20112020, or at such other time not later than seven full business days thereafter as Credit Suissethe Representative, the Selling Stockholder Company and the Company Selling Shareholder determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In additionWithout limiting the applicability of this Section 4 hereof or any other provision of this Agreement, upon written notice from Credit Suisse given with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Offered Securities being sold by the Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any securities attributable to such client (with any such shares instead being allocated and sold to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectusother Underwriters) and, accordingly, the Underwriters may purchase all fees or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in other amounts received by such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities transactions contemplated hereby shall be sold not include any fees or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right other amounts attributable to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Dateclient.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the 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, (i) the 2025 Notes at a purchase price of $33.25 per share98.75% of the principal amount thereof plus accrued interest from September 22, 2017 to the Closing Date and (ii) the 2028 Notes at a purchase price of 99.00% of the principal amount thereof plus accrued interest from August 11, 2017 to the Closing Date (as hereinafter defined), the Firm respective principal amounts of Offered Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price the Offered Securities in the form of 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 Offered 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 TechnologyRepresentative on September 22, 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, 20112017, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes , 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 additionTime shall be of the essence, upon written notice from Credit Suisse given and delivery at the time and place specified in this Agreement is a condition to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date obligations of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 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, 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 8,333,334 Firm Securities in the case of the Company and 1,086,956 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 Technology, Inc.”the Company in the case of the Firm Securities sold by the Company and Smiths Group Holdings Netherlands B.V. in the case of the Firm Securities sold by Smiths Group Holdings Netherlands B.V., 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., A.M. (New York City time), on January 14November , 20112007, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering of the Offered Securitiesoffering. The certificates for the Firm Securities so to will be delivered or evidence of their issuance in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling 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 will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives against payment of the purchase price therefore therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”, the Company at the above New York, New York office of Shearman Cravath, Swaine & Sterling Xxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the 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 Company agrees to sell to each Underwriter, 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 respective 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 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 drawn to of the order of “Comverse Technology, Inc.”, Company at the office of Shearman Debevoise & Sterling Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M.[·], New York time, on January 14[·], 20112016, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered 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 Debevoise & 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 share to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not earlier than two nor later than five seven full business days after written notice of election to purchase Optional Securities is given, nor in any event prior to the First Closing Date, unless the Representatives and the Company agree in writing. 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 therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to of the order of “Comverse Technology, Inc.”Company, at the above office of Shearman Debevoise & 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 Debevoise & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Selling Stockholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $33.25 per share, the Firm Securities set forth opposite the name of such underwriter on Schedule A hereto. The Selling Stockholder will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the office of Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for from the account of each Underwriter in Company, the same proportion as the respective number of Firm Securities shares of Stock and Warrants set forth opposite such Underwriter’s name bears the names of the Underwriters in Schedule A hereto. The purchase price to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased paid by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company for each share of Stock and the Selling Stockholderaccompanying Warrant to purchase 0.5 shares of Common Stock will be $1.90 (the “Purchase Price”). Each time The Company will deliver to the Representatives for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the respective accounts of the several UnderwritersUnderwriters the Stock and Warrants 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 Credit Suisse the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price therefore aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn the Representatives payable to the order of “Comverse Technology, Inc.”, the Company at the above office offices of Shearman & Sterling Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations each Underwriter hereunder. The Optional Securities being purchased time and date of the delivery and closing shall be at 10:00 A.M., New York time, on each Optional October 27, 2017, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”. The Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Stock and Warrants may be made available varied by agreement between the Company and the Underwriters. The Underwriters propose to offer the Stock and Warrants for checking at sale upon the above office of Shearman & Sterling LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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 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 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, Xxxx Xxxxxxx Tower, 27th Floor, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, XX 00000 Xxxxxxxxxxxxx 00000, at 9:00 8:30 A.M., New York Eastern time, on January 14, 2011, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & 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 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 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 of $33.25 [ ● ] per share, the respective number of Firm Securities set forth opposite the name names of such underwriter on Underwriter in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman 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 14[ ● ], 20112019, 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 be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time 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 as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-over allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representatives to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representatives for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representatives, against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representatives drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman 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 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 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 subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 15.75 per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriters drawn to the order of “Comverse Technology, Inc.”, New Media Investment Group Inc. at the office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 9:00 A.M., New York time, on January 14November 23, 20112016, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Underwriters given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities; provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Securities but not payable on such Optional Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Underwriters to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Underwriters against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Underwriters drawn to the order of “Comverse Technology, New Media Investment Group Inc.”, at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Skadden, Arps, Slate, Xxxxxxx & Sterling Xxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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, Company at a purchase price of $33.25 per share99.156% of the principal amount thereof plus accrued interest, if any, from May 17, 2023 to the Closing Date (as hereinafter defined), the Firm respective principal amounts of the Offered 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 names of the several Underwriters in Schedule A hereto. In addition, the Underwriters shall make a form reasonably acceptable payment to the Representative, Company in an amount equal to $600,000 in respect of certain expenses incurred by the Company in connection with the offering of the Offered Securities (the “Reimbursement Amount”). The Company will deliver against payment of the purchase price and the Reimbursement Amount for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by such Underwriter in the form of one or more global securities in registered form without interest coupons (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 the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Offered Securities and the Reimbursement Amount 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 Underwriters drawn to the order of “Comverse Technologythe Company at 10:00 a.m., 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 14May 17, 20112023, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Offered Securities sold pursuant to the offering Trustee as custodian for DTC of the Offered Global Securities. The Firm Global Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxxx & Sterling LLP Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse to the Company and the Selling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse drawn to the order of “Comverse Technology, Inc.”, at the above office of Shearman & Sterling LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

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

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

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and 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, (i) at a purchase price of $33.25 16.3625 per share, that number of Firm Securities (subject to adjustment by the Representatives in their discretion to eliminate fractions) obtained by multiplying 10,782,874 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 and (ii) at a purchase price of $17.50 per share, that number of Firm Securities (subject to adjustment by the Representatives in their discretion to eliminate fractions) obtained by multiplying 1,717,126 Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto 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 in a form reasonably acceptable to the Representative, Representatives 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 at a bank specified by the Company (and acceptable to Credit Suisse the Representatives) drawn to the order of “Comverse Technology, Inc.”the Company, at the office of Shearman Xxxxxx & Sterling Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000 Xxxxx 00000, at 9:00 A.M., New York time, on January 14October 17, 20112012, 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 determineRepresentatives, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering offering. Delivery of the Offered Securities. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Shearman & Sterling LLP at least 24 hours prior to the First Closing DateDepositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time 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 Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Any 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 shares of Firm Securities (subject to adjustment by Credit Suisse the Representatives in their 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 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 by the Underwriters 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 for such Optional Securities in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and 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 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 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 Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling Stockholder, Company at a purchase price of $33.25 per share97% of the principal amount thereof plus accrued interest from June 3, 2009 to the 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 designated by the Company and reasonably acceptable to Credit Suisse UBS 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 10:00 A.M., New York time, on January 14June 3, 20112009, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder UBS 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 office of Shearman Cravath, Swaine & Sterling Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representatives given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security principal amount of Firm 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 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.Optional

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 20.00 per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman & Sterling LLPXxxxxxxx Chance US LLP (“Xxxxxxxx Chance”), 000 Xxxxxxxxx 00 X. 00xx Xxxxxx, Xxx Xxxx, XX 00000 00000, at 9:00 [ 🌑 ] A.M., New York time, on January 14, 2011[ 🌑 ], or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Xxxxxxxx Chance or the Depositary Trust Company, as the case may be, at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase purchase, severally and not jointly, all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. The Selling Stockholder Company agrees to sell to the Underwriters Underwriters, severally and not jointly, the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, in a form reasonably acceptable to Credit Suisse the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman & Sterling LLPXxxxxxxx Chance. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman & Sterling LLP Xxxxxxxx Chance at a reasonable time in advance of such Optional Closing Date. As compensation for the Underwriters’ commitments, on behalf of the Company, the Manager will pay to the Representative for each Underwriter’s proportionate account, $[🌑] per share (the “Public Offering Price”) for Offered Securities purchased by the Underwriters from the Company on each Closing Date, of which, $[🌑] per share will be paid at each Closing and, only if the gross proceeds from the offering of the Offered Securities together with the gross proceeds from other offerings of Common Stock and preferred stock by the Company collectively equals or exceeds $[🌑] billion (the “Deferral Condition”), $[🌑] per share will be paid on a deferred basis within five business days of the satisfaction of the Deferral Condition (the “Deferral Payment Date”). If the Deferral Condition is not satisfied, the Underwriters will forego all of the deferred payments.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Selling Stockholder Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Selling StockholderCompany, at a purchase price of $33.25 6.12625 per share, the respective number of shares of Firm Securities set forth opposite the name names of such underwriter on the Underwriters in Schedule A hereto. The Selling Stockholder Company will deliver the Firm Securities to or as instructed by the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”, the Company at the office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx, LLP, 000 Xxxxxxxxx Xxxxxx, Xxx 0000 Xx Xxxxxx Xxxx, XX 00000 Xxxxx Xxxx, Xxxxxxxxxx 00000, at 9:00 A.M.10:00 a.m., New York time, on January 14July 30, 20112012, or at such other time not later than seven full business days thereafter as Credit Suisse, the Selling Stockholder Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering of the Offered Securitiesoffering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Credit Suisse the Representative given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholder Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by Credit Suisse the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Credit Suisse the Representative to the Company and the Selling StockholderCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Credit Suisse the Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse the Representative for the accounts of the several Underwriters, Underwriters in a form reasonably acceptable to Credit Suisse the Representative against payment of the purchase price therefore therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to Credit Suisse the Representative drawn to the order of “Comverse Technology, Inc.”the Company, at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Shearman Xxxxx Xxxx & Sterling Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements 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.]