exv4w2






Exhibit 4.2




Leap Wireless International, Inc.




4.50% Convertible Senior Notes due 2014




Registration Rights Agreement




June 25, 2008




Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004




Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036




As Representatives of the Initial Purchasers




Ladies and Gentlemen:




     Leap Wireless International, Inc., a Delaware corporation (the “Company”), proposes to issue
and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) its 4.50% Convertible Senior Notes due 2014 (the “Securities”). As
an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of
a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the
Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:



     1. Definitions.



     (a) As used in this Agreement, the following defined terms shall have the following meanings:



     “Additional Interest” has the meaning assigned thereto in Section 6(a) hereof.



     “Affiliate” of any specified person means any other person which, directly or indirectly, is
in control of, is controlled by, or is under common control with such specified person. For
purposes of this definition, control of a person means the power, direct or indirect, to direct or
cause the direction of the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies are authorized or obligated by law to close in The
City of New York.



     “Closing Date” means the Closing Date as defined in the Purchase Agreement.



     “Commission” means the United States Securities and Exchange Commission, or any other federal
agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant
statute for the particular purpose.



     “Common Stock” means the Company’s common stock, par value $0.0001 per share.



 









 





     “Company” has the meaning assigned thereto in the introductory paragraph hereof.



     “DTC” means The Depository Trust Company.



     “EDGAR” has the meaning assigned thereto in Section 3(b) hereof.



     “Effective Failure” has the meaning assigned thereto in Section 6(b) hereof.



     “Effectiveness Period” has the meaning assigned thereto in Section 2(a)(ii) hereof.



     “Effective Time” means the time at which the Commission declares the Shelf Registration
Statement required by Section 2(a)(i) effective or at which the Shelf Registration Statement
otherwise becomes effective.



     “Electing Holder” has the meaning assigned thereto in Section 3(a)(iii) hereof.



     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.



     “FINRA Rules” means the Rules of the Financial Industry Regulatory Authority, Inc. (successor
to the National Association of Securities Dealers, Inc.), as amended from time to time.



     “Holder” means any person that is the record owner of Registrable Securities (and includes any
person that has a beneficial interest in any Registrable Security in book-entry or global
certificate form).



     “Indemnified Person” has the meaning assigned thereto in Section 5(a) hereof.



     “Indenture” means the Indenture, dated as of June 25, 2008, between the Company and Wells
Fargo Bank, N.A., as amended and supplemented from time to time in accordance with its terms.



     “Initial Purchasers” means the Initial Purchasers named in Schedule I to the Purchase
Agreement.



     “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Appendix A hereto.



     The term “person” means an individual, partnership, corporation, trust or unincorporated
organization, or a government or agency or political subdivision thereof.



     “Prospectus” means the prospectus (including, without limitation, any preliminary prospectus,
any final prospectus and any prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon Rule 430A, 430B or
430C under the Securities Act) included in the Shelf Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Shelf Registration Statement and by all other
amendments and supplements to such prospectus, including all material incorporated by reference in
such prospectus and all documents filed after the date of such prospectus by the Company under the
Exchange Act and incorporated by reference therein.



     “Purchase Agreement” means the purchase agreement, dated as of June 19, 2008, among the
Initial Purchasers and the Company relating to the Securities.



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     “Option Closing Date” means the settlement date for the Option Securities pursuant to Section
3(b) of the Purchase Agreement.



     “Registrable Securities” means all or any portion of the Securities issued on the Closing Date
(or on the Option Close Date, if applicable) under the Indenture in registered form and the shares
of Common Stock issuable upon conversion thereof; provided, however, that a
security shall cease to be a Registrable Security when it ceases to be a Restricted Security.



     “Registration Default” has the meaning assigned thereto in Section 6(a) hereof.



     “Restricted Security” means any Security or share of Common Stock issuable upon conversion
thereof except any such Security or share of Common Stock which (i) ceases to be outstanding,
(ii) has been registered under the Securities Act and sold or otherwise transferred pursuant to and
in a manner contemplated by an effective registration statement, (iii) has been transferred
pursuant to Rule 144 under the Securities Act (or any other similar provision then in force (other
than Rule 144A)) or (iv) (A) only during the period from the date hereof until the 375th day after
the later of the Closing Date and the Option Closing Date, is eligible to be transferred without
registration under the Securities Act by a person who is not an Affiliate of the Company (and has
not been an Affiliate for the 90 days preceding such transfer) pursuant to Rule 144 under the
Securities Act (or any other similar provision then in force (other than Rule 144A)) without any
volume or manner of sale restrictions thereunder, or (B) only during the period beginning after the
375th day after the later of the Closing Date and the Option Closing Date, is eligible to be
transferred without registration under the Securities Act by a person who is not an Affiliate of
the Company (and has not been an Affiliate for the 90 days preceding such transfer) pursuant to
Rule 144 under the Securities Act (or any other similar provision then in force (other than Rule
144A)) without any volume or manner of sale restrictions thereunder and the CUSIP number for such
securities is no longer a “restricted” CUSIP that indicates that transfer restrictions apply to the
Securities or the Common Stock issuable upon conversion thereof.



     “Rules and Regulations” means the published rules and regulations of the Commission
promulgated under the Securities Act or the Exchange Act, as in effect at any relevant time.



     “Securities” has the meaning assigned hereto in the introductory paragraph hereof.



     “Securities Act” means the United States Securities Act of 1933, as amended.



     “Shelf Registration” means a registration effected pursuant to Section 2 hereof.



     “Shelf Registration Statement” means a “shelf” registration statement filed under the
Securities Act providing for the registration of, and the sale on a continuous or delayed basis by
the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act
and/or any similar rule that may be adopted by the Commission, filed by the Company pursuant to the
requirements of Section 2(a)(i) of this Agreement, including the Prospectus contained therein, any
amendments and supplements to such registration statement, including post-effective amendments, and
all exhibits and all material incorporated by reference in such registration statement.



     “Suspension Period” has the meaning assigned thereto in Section 2(b).



     “Trust Indenture Act” means the Trust Indenture Act of 1939, or any successor thereto, and the
rules, regulations and forms promulgated thereunder, as the same shall be amended from time to
time.



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     The term “underwriter” means any underwriter of Registrable Securities in connection with an
offering thereof under a Shelf Registration Statement.



     (b) Wherever there is a reference in this Agreement to a percentage of the “principal amount”
of Registrable Securities or to a percentage of Registrable Securities, Common Stock constituting
Registrable Securities shall be treated as representing the principal amount of Securities that was
surrendered for conversion in order to receive such number of shares of Common Stock.



     2. Shelf Registration.



     (a) The Company shall:




     (i) unless the Shelf Registration Statement becomes effective automatically, use its
commercially reasonable efforts to cause a Shelf Registration Statement covering the resale
of Registrable Securities pursuant to Rule 415 under the Securities Act to be declared
effective under the Securities Act no later than the 181st calendar day after the
later of the Closing Date and the Option Closing Date; provided, however, that no Holder
shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the Prospectus forming a part thereof for resales of Registrable
Securities unless such Holder is an Electing Holder;




     (ii) subject to the Company’s right to suspend the Shelf Registration Statement or the
Prospectus as set forth in Section 2(b) hereof, use its commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective under the Securities Act in
order to permit the Prospectus forming a part thereof to be usable by Holders until such
time as all of the Securities and shares of Common Stock issuable upon conversion thereof
cease to be Registrable Securities (such period being referred to herein as the
“Effectiveness Period”);




     (iii) after the Effective Time, within 10 Business Days after receipt of the completed
Notice and Questionnaire from any Holder that is not then an Electing Holder, together with
any other information as may be reasonably requested in writing by the Company from such
Holder, the Company shall file such amendments to the Shelf Registration Statement or
supplements to the related Prospectus as are reasonably necessary to permit the Holder to
deliver the Prospectus to purchasers of Registrable Securities (subject to the Company’s
right to suspend the use of the Shelf Registration Statement or the Prospectus as set forth
in Section 2(b) hereof); provided, however, that (A) nothing in this subparagraph shall
relieve such Holder of the obligation to return a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(ii) hereof and (B) in no event
shall the Company be required to file more than one such amendment or supplement in any
90-day period; and




     (iv) if at any time the Securities are convertible into securities other than Common
Stock, to cause, or to cause any successor under the Indenture to cause, such securities to
be included in the Shelf Registration Statement no later than the later of (A) 180 calendar
days following the Closing Date and (B) the date on which the Securities are convertible
into such securities;



provided, however, that the Company’s obligation to file, have declared effective or maintain
effectiveness of the Shelf Registration Statement required by clauses (i) and (ii) above and pay
Additional Interest as described in Section 6 below shall be suspended to the extent and during the
periods that the Registrable Securities are eligible to be transferred without registration under
the Securities Act by a person who is not an Affiliate of the Company (and has not been an
Affiliate for the 90 days preceding



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such transfer) pursuant to Rule 144 under the Securities Act (or any other similar provision then
in force (other than Rule 144A)) without any volume or manner of sale restrictions.


The Company shall be deemed not to have used its commercially reasonable efforts to keep the Shelf
Registration Statement effective during the requisite period if the Company voluntarily takes any
action that would result in Holders of Registrable Securities covered thereby not being able to
offer and sell any of such Registrable Securities during that period, unless such action is (A)
required by applicable law and the Company thereafter promptly complies with the requirements of
Section 3(j) below or (B) permitted pursuant to Section 2(b) below.




     (b) The Company may delay or suspend the use of the Shelf Registration Statement or the use of
the Prospectus without incurring any obligation to pay Additional Interest for a period not to
exceed 45 calendar days in any six-month period (each, a “Suspension Period”) if the Company shall
have determined in good faith that because of valid business reasons (not including avoidance of
the Company’s obligations hereunder), including the acquisition or divestiture of assets, pending
corporate developments, public filings with the Commission and similar events, it is in the best
interests of the Company to suspend such use, and prior to suspending such use the Company provides
the Holders with written notice of such suspension, which notice need not specify the nature of the
event giving rise to such suspension.



     (c) The Company agrees that the Company will:




     (i) On the day that is one year following the later of the Closing Date and the
Option Closing Date, facilitate the removal of any restrictive legends (if any) and use
commercially reasonable efforts to cause the Securities to be represented by a CUSIP that
represents that a person who is not an Affiliate of the Company (and has not been an
Affiliate for the 90 days preceding such transfer) pursuant to Rule 144 under the Securities
Act (or any other similar provision then in force (other than Rule 144A)) can resell such
Securities without any volume or manner of sale restrictions thereunder; and




     (ii) Represent and agree with the Holders that the Company and its Affiliates have not
since the Closing Date resold any Securities that have been acquired or reacquired by any of
them except pursuant to an effective registration statement under the Securities Act and
will not resell any Securities acquired by them except pursuant to an effective Registration
Statement under the Securities Act until such time as none of the Securities are Registrable
Securities.



     3. Registration Procedures. In connection with the Shelf Registration Statement, the
following provisions shall apply:



     (a) (i) Within 10 Business Days of the filing of the Shelf Registration Statement, the Company
shall mail the Notice and Questionnaire to the Holders of Registrable Securities. No Holder shall
be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the
Effective Time, and no Holder shall be entitled to use the Prospectus forming a part thereof for
resales of Registrable Securities at any time, unless such Holder has returned a completed and
signed Notice and Questionnaire to the Company by the deadline for response set forth therein and
provided any other information reasonably requested in writing by the Company. Notwithstanding the
foregoing, no Affiliate of the Company shall be entitled to be named as a selling securityholder
without the Company’s consent and will not be entitled to Additional Interest;



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     (ii) After the Effective Time of the Shelf Registration Statement, the Company shall,
upon the request of any Holder of Registrable Securities that is not then an Electing
Holder, promptly send a Notice and Questionnaire to such Holder. The Company shall not be
required to take any action to name such Holder as a selling securityholder in the Shelf
Registration Statement or to enable such Holder to use the Prospectus forming a part thereof
for resales of Registrable Securities until such Holder has returned a completed and signed
Notice and Questionnaire to the Company, in which case the Company’s obligations shall be as
set forth in Section 2(a)(iii) above;




     (iii) The term “Electing Holder” shall mean any Holder of Registrable Securities (other
than any Affiliate of the Company) that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof; and




     (iv) Each Electing Holder agrees to furnish promptly to the Company all information
required to be disclosed in order to make information previously furnished to the Company by
the Holder not materially misleading and any other information regarding such Holder and the
distribution of such Holder’s Registrable Securities as the Company may from time to time
reasonably request in writing.



     (b) Unless such document is available on the Electronic Data Gathering Analysis and Retrieval
system of the Commission (“EDGAR”) the Company shall furnish to each Electing Holder, prior to the
Effective Time, a copy of the Shelf Registration Statement initially filed with the Commission, and
shall furnish to such Holders, prior to the filing thereof with the Commission, copies of each
amendment thereto and each amendment or supplement, if any, to the Prospectus included therein, and
shall use its commercially reasonable efforts to reflect in each such document, at the Effective
Time or when so filed with the Commission, as the case may be, such comments as such Holders and
their respective counsel reasonably may propose.



     (c) The Company shall promptly take such action as may be necessary so that (i) each of the
Shelf Registration Statement and any amendment thereto and the Prospectus forming a part thereof
and any amendment or supplement thereto (and each report or other document incorporated therein by
reference in each case) complies in all material respects with the Securities Act and the Exchange
Act and the respective rules and regulations thereunder, (ii) each of the Shelf Registration
Statement and any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) each of the Prospectus forming a
part of the Shelf Registration Statement, and any amendment or supplement to such Prospectus, does
not at any time during the Effectiveness Period include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however, that the Company
shall not be required to take such action in respect of the Shelf Registration Statement or any
amendment thereto or of the Prospectus or any amendment or supplement to the Prospectus during any
Suspension Period.



     (d) The Company shall promptly (and in any event, within 10 business days) advise each
Electing Holder, and shall confirm such advice in writing if so requested by any such Electing
Holder:




     (i) when a Shelf Registration Statement and any amendment thereto has been filed with
the Commission and when a Shelf Registration Statement or any post-effective amendment
thereto has become effective;



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     (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Shelf Registration Statement or the initiation of any proceedings for such purpose;




     (iii) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the securities included in the Shelf Registration Statement for sale
in any jurisdiction or the initiation of any proceeding for such purpose; and




     (iv) of the occurrence of any event or the existence of any state of facts that
requires the making of any changes in the Shelf Registration Statement or the Prospectus
included therein so that, as of such date, such Shelf Registration Statement and Prospectus
do not contain an untrue statement of a material fact and do not omit to state a material
fact required to be stated therein or necessary to make the statements therein (in the case
of the Prospectus, in light of the circumstances under which they were made) not misleading
(which advice shall be accompanied by an instruction to such Holders to suspend the use of
the Shelf Registration Statement and the Prospectus until the requisite changes have been
made); provided, however, that no notice by the Company shall be required pursuant to this
clause (iv) in the event that the Company either promptly files a Prospectus supplement to
update the Prospectus or a Current Report on Form 8-K or other appropriate report that is
incorporated by reference into the Shelf Registration Statement, which, in either case,
contains the requisite information that results in such Shelf Registration Statement no
longer containing any untrue statement of material fact or omitting to state a material fact
necessary to make the statements therein not misleading.



     (e) The Company shall use its commercially reasonable efforts to prevent the issuance, and if
issued to obtain the withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Shelf Registration Statement or, if any such order of suspension is made
effective during or results in any Suspension Period, promptly following the end of such Suspension
Period.



     (f) The Company shall furnish to each Electing Holder, upon written request of such Holder,
without charge, at least one copy of the Shelf Registration Statement and all post-effective
amendments thereto, and, if such documents are not available on EDGAR and such Electing Holder so
requests in writing, all reports, other documents and exhibits that are filed with or incorporated
by reference in the Shelf Registration Statement.



     (g) The Company shall, during the Effectiveness Period, deliver to each Electing Holder,
without charge, as many copies of the Prospectus (including each preliminary Prospectus) included
in the Shelf Registration Statement and any amendment or supplement thereto as such Electing Holder
may reasonably request in writing; and the Company consents (except during the periods specified in
Section 2(b) above or during the continuance of any event or the existence of any state of facts
described in Section 3(d)(ii), (iii) or (iv) above) to the use of the Prospectus and any amendment
or supplement thereto by each of the Electing Holders in connection with the offering and sale of
the Registrable Securities covered by the Prospectus and any amendment or supplement thereto during
the Effectiveness Period.



     (h) Prior to any offering of Registrable Securities pursuant to the Shelf Registration
Statement, the Company shall use its commercially reasonable efforts to (i) register or qualify or
cooperate with the Electing Holders and their respective counsel in connection with the
registration or qualification of such Registrable Securities for offer and sale under the
securities or “blue sky” laws of such jurisdictions within the United States as any Electing Holder
may reasonably request in writing, (ii) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers and sales in such jurisdictions for
so long as may be necessary to enable any Electing Holder or underwriter, if any, to complete its
distribution of Registrable Securities pursuant to



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the Shelf Registration Statement, and (iii) take any and all other actions reasonably necessary or
advisable to enable the disposition in such jurisdictions of such Registrable Securities; provided,
however, that in no event shall the Company be obligated to (A) qualify as a foreign corporation or
as a dealer in securities in any jurisdiction where it would not otherwise be required to so
qualify but for this Section 3(h) or (B) file any general consent to service of process or take any
action which would subject it to taxation in any jurisdiction where it is not as of the date hereof
so subject.



     (i) Unless any Registrable Securities shall be in book-entry or global certificate only form,
the Company shall use its commercially reasonable efforts to cooperate with the Electing Holders to
facilitate the timely preparation and delivery of certificates representing Registrable Securities
to be sold pursuant to the Shelf Registration Statement, which certificates, if so required by any
securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed
or engraved, or produced by any combination of such methods, on steel engraved borders, and which
certificates shall be free of any restrictive legends and in such permitted denominations and
registered in such names as Electing Holders may request in connection with the sale of Registrable
Securities pursuant to the Shelf Registration Statement.



     (j) Upon the occurrence of any event or the existence of any state of facts contemplated by
Section 3(d)(iv) above, the Company shall prepare a post-effective amendment to any Shelf
Registration Statement or an amendment or supplement to the related Prospectus or file any other
required document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, the Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company shall not be
required to take such action in respect of the Shelf Registration Statement or any amendment
thereto or of the Prospectus or any amendment or supplement to the Prospectus during any Suspension
Period. If the Company notifies the Electing Holders of the occurrence of any event or the
existence of any state of facts contemplated by Section 2(b) or Section 3(d)(iv) above, such
Electing Holder shall suspend the use of the Shelf Registration Statement and the Prospectus until
the requisite changes to the Prospectus have been made and shall keep confidential any such
communication received by it from the Company.



     (k) Not later than the Effective Time of the Shelf Registration Statement, the Company shall
provide a CUSIP number for the Registrable Securities that are debt securities.



     (l) To the extent that the Company is required to file a Shelf Registration Statement, the
Company shall use its commercially reasonable efforts to comply with all applicable Rules and
Regulations, and to make generally available to its securityholders as soon as practicable, but in
any event not later than eighteen months after (i) the effective date (as defined in Rule 158(c)
under the Securities Act) of the Shelf Registration Statement, (ii) the effective date of each
post-effective amendment to the Shelf Registration Statement, and (iii) the date of each filing by
the Company with the Commission of an Annual Report on Form 10-K that is incorporated by reference
in the Shelf Registration Statement, an earnings statement of the Company and its subsidiaries
complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158).



     (m) Prior to the Effective Time, the Company shall use its commercially reasonable efforts to
cause the Indenture to be qualified under the Trust Indenture Act; in connection with such
qualification, the Company shall cooperate with the Trustee under the Indenture and the Holders (as
defined in the Indenture) to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and the
Company shall execute, and shall use all



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reasonable efforts to cause the Trustee to execute, all documents that may be required to effect
such changes and all other forms and documents required to be filed with the Commission to enable
such Indenture to be so qualified in a timely manner. In the event that any such amendment or
modification referred to in this Section 3(m) involves the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions
of the Indenture.



     (n) The Company shall enter into such customary agreements and take all other appropriate
action in order to expedite and facilitate the registration and disposition of the Registrable
Securities, and in connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures substantially identical to those set
forth in Section 5 hereof with respect to all parties to be indemnified pursuant to Section 5
hereof.



     (o) The Company shall:




     (i) make reasonably available for inspection during normal business hours by the
Electing Holders and any attorney, accountant or other agent retained by such Electing
Holders all relevant financial and other records, pertinent corporate documents and
properties of the Company and its subsidiaries, and (ii) cause the Company’s officers,
directors and employees to supply all information reasonably requested by such Electing
Holders or any such attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as is customary for similar due diligence examinations; provided,
however, that such persons shall first agree in writing with the Company that (x) all
records, information and documents that are designated in writing by the Company, in good
faith, as confidential shall be kept confidential by such Electing Holders and any such
attorney, accountant or agent, unless such disclosure is required to be made in connection
with a court proceeding or required by law, or such records, information or documents become
available to the public generally or through a third party without an accompanying
obligation of confidentiality and (y) they shall use such records, information and documents
solely for the purposes of exercising rights under this Agreement and they shall not engage
in trading any securities of the Company until the Company makes such material non-public
information publicly available; and provided further that, if the foregoing inspection and
information gathering would otherwise disrupt the Company’s conduct of its business, such
inspection and information gathering shall, to the greatest extent possible, be coordinated
on behalf of the Electing Holders and the other parties entitled thereto by one counsel
designated by and on behalf of the Electing Holders and other parties.



     (p) The Company will use its commercially reasonable efforts to cause the Common Stock
issuable upon conversion of the Securities to be listed on the Nasdaq Global Select Market or other
stock exchange or trading system on which the Common Stock primarily trades on or prior to the
Effective Time of the Shelf Registration Statement hereunder.



     (q) The Company shall use its commercially reasonable efforts to take all other steps
necessary to effect the registration, offering and sale of the Registrable Securities covered by
the Shelf Registration Statement contemplated hereby.



     4. Registration Expenses. Except as otherwise provided herein, the Company shall bear all
fees and expenses incurred in connection with the performance of its obligations under Sections 2
and 3 hereof and shall bear or reimburse the Electing Holders for the reasonable fees and
disbursements of a single counsel selected by a plurality of all Electing Holders who own an
aggregate of not less than 25% of the Registrable Securities covered by the Shelf Registration
Statement to act as counsel therefore in connection therewith. Each Electing Holder shall pay all
underwriting discounts and commissions and



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transfer taxes, if any, relating to the sale or disposition of such Electing Holder’s Registrable
Securities pursuant to the Shelf Registration Statement.



     5. Indemnification and Contribution.



     (a) Indemnification by the Company. Upon the registration of the Registrable Securities
pursuant to Section 2 hereof, the Company shall indemnify and hold harmless each Electing Holder
and each underwriter, selling agent or other securities professional, if any, which facilitates the
disposition of Registrable Securities, and each of their respective officers and directors and each
person who controls such Electing Holder, underwriter, selling agent or other securities
professional within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act (each such person being sometimes referred to as an “Indemnified Person”) against any losses,
claims, damages or liabilities, joint or several, to which such Indemnified Person may become
subject under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Shelf Registration Statement under
which such Registrable Securities were registered under the Securities Act, or any Prospectus
contained therein or furnished by the Company to any Indemnified Person, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and the Company hereby agrees to reimburse such Indemnified Person for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that the Company shall not be
liable to any such Indemnified Person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such Shelf Registration Statement or Prospectus, or
amendment or supplement, in reliance upon and in conformity with written information furnished to
the Company by such Indemnified Person expressly for use therein.



     (b) Indemnification by the Electing Holders. Each Electing Holder agrees, as a consequence of
the inclusion of any of such Electing Holder’s Registrable Securities in such Shelf Registration
Statement, to (i) indemnify and hold harmless the Company, each Electing Holder, and each of their
respective directors and officers and each person, if any, who controls the Company or any such
Electing Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any losses, claims, damages or liabilities to which the Company or such other
persons may become subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in such Shelf Registration
Statement or Prospectus, or any amendment or supplement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information furnished to the Company by or
on behalf of such Electing Holder expressly for use therein, and (ii) reimburse the Company and
such other persons for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are incurred.



     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party under this Section 5, notify
such indemnifying



10









 







party in writing of the commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified party otherwise than
under the indemnification provisions of or contemplated by subsection (a) or (b) above. In case
any such action shall be brought against any indemnified party and it shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to participate therein
and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party under this Section 5 for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or claim in respect of
which indemnification or contribution may be sought hereunder (whether or not the indemnified party
is an actual or potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act, by or on behalf of any indemnified party.



     (d) Contribution. If the indemnification provided for in this Section 5 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of
any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative fault of the indemnifying party and the
indemnified party in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and indemnified party
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata allocation (even if the
Electing Holders or any underwriters, selling agents or other securities professionals or all of
them were treated as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in this Section 5(d). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of the Electing Holders
and any underwriters, selling agents or other securities professionals in this Section 5(d) to
contribute shall be several in proportion to the percentage of principal amount of Registrable
Securities registered or underwritten, as the case may be, by them and not joint.



     (e) Notwithstanding any other provision of this Section 5, in no event will any (i) Electing
Holder be required to undertake liability to any person under this Section 5 for any amounts in
excess of the dollar amount of the proceeds to be received by such Holder from the sale of such
Holder’s



11









 







Registrable Securities (after deducting any fees, discounts and commissions applicable thereto)
pursuant to any Shelf Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) underwriter, selling agent or other securities
professional be required to undertake liability to any person hereunder for any amounts in excess
of the discount, commission or other compensation payable to such underwriter, selling agent or
other securities professional with respect to the Registrable Securities underwritten by it and
distributed to the public.



     (f) The obligations of the Company under this Section 5 shall be in addition to any liability
which the Company may otherwise have to any Indemnified Person and the obligations of any
Indemnified Person under this Section 5 shall be in addition to any liability which such
Indemnified Person may otherwise have to the Company. The remedies provided in this Section 5 are
not exclusive and shall not limit any rights or remedies which may otherwise be available to an
indemnified party at law or in equity.



     6. Additional Interest.



     (a) Subject to the proviso contained in Section 2(a), if on or prior to the 181st
day following the later of the Closing Date and the Option Closing Date, a Shelf Registration
Statement is not declared effective by the Commission or if the Prospectus is not available during
the Effective Period (each, a “Registration Default”), the Company shall be required to pay
additional interest (“Additional Interest”) to the Holders (other than Holders that are Affiliates
of the Company), from and including the day such Registration Default occurs until, but not
including, the day such Shelf Registration Statement is declared effective or the Prospectus
becomes available, as applicable, at a rate per annum equal to an additional one-quarter of one
percent (0.25%) of the principal amount of Registrable Securities then remaining, from the day of
such Registration Default to and including the 90th day following such Registration Default and
one-half of one percent (0.50%) thereof from and after the 91st day following such Registration
Default until the earlier of (1) the time such Shelf Registration Statement is declared effective
or the Prospectus becomes available, as applicable, or (2) the expiration of the Effectiveness
Period; provided, however, no Additional Interest shall accrue under this Section 6(a) during any
Suspension Period



     (b) In the event that (i) the Shelf Registration Statement ceases to be effective when it is
required to be so effective, (ii) the Company suspends the use of the Prospectus pursuant to
Section 2(b), (iii) the Holders are not authorized to use the Prospectus pursuant to Section 3(j)
hereof, (iv) the Holders are otherwise prevented or restricted by the Company from effecting sales
pursuant to the Shelf Registration Statement in violation of this Agreement or (v) the Company
shall fail to comply with its obligations under Section 2(c) (any such event being referred to as
an “Effective Failure”) for more than an aggregate of 45 days, whether or not consecutive, in any
six-month period, then the Company shall pay the Additional Interest at a rate per annum equal to
an additional one-quarter of one percent (0.25%) of the principal amount of Registrable Securities
then remaining, from the day of such Effective Failure, to and including the 90th day following
such Effective Failure and one-half of one percent (0.50%) thereof from and after the 91st day
following such Effective Failure until the earlier of (1) the time the Shelf Registration Statement
again becomes effective or the Holders of Registrable Securities are again able to make sales under
the Shelf Registration Statement or the Prospectus becomes available, as applicable, or (2) the
expiration of the Effectiveness Period; provided, however, no Additional Interest shall accrue
under this Section 6(b) (A) with respect to the Registrable Securities of any Holder that is not an
Electing Holder or (B) during any Suspension Period



     (c) Any amounts to be paid as the Additional Interest pursuant to paragraphs (a) or (b) of
this Section 6 shall be paid in cash semi-annually in arrears, with the first semi-annual payment
due on the first Interest Payment Date (as defined in the Indenture), as applicable, following the
date of such



12









 







Registration Default or Effective Failure, as applicable. Such Additional Interest will
accrue (1) in respect of the applicable Securities at the rates set forth in paragraphs (a) or (b)
of this Section 6, as applicable, on the principal amount of such Securities and (2) in respect of
any Common Stock issued upon conversion of the Securities constituting Registrable Securities, at
the rates set forth in paragraphs (a) or (b) of this Section 6, as applicable, applied to the
Conversion Price (as defined in the Indenture) at that time. No Additional Interest will accrue or
shall be paid in respect of Registrable Securities held by Affiliates of the Company.



     (d) Except as provided in Section 8(b) hereof, the Additional Interest as set forth in this
Section 6 shall be the exclusive monetary remedy available to the Holders of Registrable Securities
for such Registration Default or Effective Failure. In no event shall the Company be required to
pay Additional Interest in excess of one-half of one percent (0.50%) in the aggregate, regardless
of whether one or multiple Registration Defaults or Effective Failures exist.



     (e) The Company’s obligation to pay Additional Interest pursuant to Sections 6(a) and (b)
hereof shall be suspended to the extent and during the periods that the Registrable Securities are
eligible to be transferred without registration under the Securities Act by a person who is not an
Affiliate of the Company (and has not been an Affiliate for the 90 days preceding such transfer)
pursuant to Rule 144 under the Securities Act (or any other similar provision then in force (other
than Rule 144A) without any volume or manner of sale restrictions.



     7. Termination. The Company’s obligations pursuant to Sections 2, 3 and 6 hereof will
terminate on the first day that is at least one year following the later of the Closing Date and
the Option Closing Date and on which the Securities and the Common Stock issuable upon conversion
thereof are are eligible to be transferred without registration under the Securities Act by a
person who is not an Affiliate of the Company (and has not been an Affiliate for the 90 days
preceding such transfer) pursuant to Rule 144 under the Securities Act (or any successor provision
thereto (other than Rule 144A)) without any volume or manner of sale restrictions thereunder and
the CUSIP number for such securities is no longer a “restricted” CUSIP that indicates that transfer
restrictions apply to the Securities or the Common Stock issuable upon conversion thereof.



     8. Miscellaneous.



     (a) Other Registration Rights. The Company may grant registration rights that would permit
any person that is a third party the right to piggy-back on any Shelf Registration Statement.



     (b) Specific Performance. The parties hereto acknowledge that there may be no adequate remedy
at law if the Company fails to perform any of its obligations hereunder and that the Initial
Purchasers and the Holders from time to time may be irreparably harmed by any such failure, and
accordingly agree that the Initial Purchasers and such Holders, in addition to any other remedy to
which they may be entitled at law or in equity and without limiting the remedies available to the
Electing Holders under Section 6 hereof, may be entitled to compel specific performance of the
obligations of the Company under this Registration Rights Agreement in accordance with the terms
and conditions of this Registration Rights Agreement, in any court of the United States or any
State thereof having jurisdiction.



     (c) Amendments and Waivers. This Agreement, including this Section 8(c), may be amended, and
waivers or consents to departures from the provisions hereof may be given, only by a written
instrument duly executed by the Company and the holders of a majority in aggregate principal amount
of Registrable Securities then outstanding. Each Holder of Registrable Securities outstanding at
the time of any such amendment, waiver or consent or thereafter shall be bound by any amendment,



13









 







waiver or consent effected pursuant to this Section 8(c), whether or not any notice, writing or
marking indicating such amendment, waiver or consent appears on the Registrable Securities or is
delivered to such Holder.



     (d) Notices. All notices and other communications provided for or permitted hereunder shall
be given as provided in the Indenture; provided, that the Company may deliver notices and other
communications provided for or permitted hereunder to any Electing Holder to its address as set
forth in its Notice and Questionnaire.



     (e) Parties in Interest. The parties to this Agreement intend that all Holders of Registrable
Securities shall be entitled to receive the benefits of this Agreement and that any Electing Holder
shall be bound by the terms and provisions of this Agreement by reason of such election with
respect to the Registrable Securities which are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the respective successors and assigns of the parties hereto and any Holder
from time to time of the Registrable Securities to the aforesaid extent. In the event that any
transferee of any Holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall,
without any further writing or action of any kind, be entitled to receive the benefits of and, if
an Electing Holder, be conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (i) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstances, is held invalid, illegal or unenforceable in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties hereto shall be
enforceable to the fullest extent permitted by law.



     (j) Survival. The respective indemnities, agreements, representations, warranties and other
provisions set forth in this Agreement or made pursuant hereto shall remain in full force and
effect, regardless of any investigation (or any statement as to the results thereof) made by or on
behalf of any Electing Holder, any director, officer or partner of such Holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or any controlling
person of any of the foregoing, and shall survive the transfer and registration of the Registrable
Securities of such Holder.




14









 








     Please confirm that the foregoing correctly sets forth the agreement between the Company and
you.



	 	 	 	 	 
	 	Very truly yours,




Leap Wireless International, Inc.

 	 
	 	By:  	/s/ S. Douglas Hutcheson
 	 
	 	 	Name:  	S. Douglas Hutcheson 	 
	 	 	Title:  	President and Chief Executive


Officer 	 
	 



	 	 	 	 	 
	 	Accepted as of the date hereof
on behalf of each of the Initial Purchasers:



Goldman, Sachs & Co.

 	 
	 	By:  	/s/ Goldman, Sachs & Co.
 	 
	 	 	(Goldman, Sachs & Co.) 	 
	 	 	 	 
	 
	 	Morgan Stanley & Co. Incorporated

 	 
	 	By:  	/s/ John Tyree
 	 
	 	 	Name:  	John Tyree 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to the Registration Rights Agreement





 









 








Appendix A




LEAP WIRELESS INTERNATIONAL, INC.




INSTRUCTION TO DTC PARTICIPANTS 




(Date of Mailing)




URGENT — IMMEDIATE ATTENTION REQUESTED




DEADLINE FOR RESPONSE: [DATE]




          The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which
beneficial interests in the Leap Wireless International, Inc. (the “Company”) 4.50% Convertible
Senior Notes 2014 (the “Securities”) are held.




          The Company is in the process of registering the Securities under the Securities Act of 1933
for resale by the beneficial owners thereof. In order to have their Securities included in the
registration statement, beneficial owners must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.




          It is important that beneficial owners of the Securities receive a copy of the enclosed
materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire by [Deadline for
response]. Please forward a copy of the enclosed documents to each beneficial owner that holds
interests in the Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact:




Leap Wireless International, Inc.

10307 Pacific Center Court

San Diego, California 92121

Attn: General Counsel

Tel: (858) 882-6000




1









 








LEAP WIRELESS INTERNATIONAL, INC.




Notice of Registration Statement

and

Selling Securityholder Questionnaire

[Date]





     Leap Wireless International, Inc. (the “Company”) [has filed][expects to file by [DATE]] with
the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the
“Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities
Act of 1933, as amended (the “Securities Act”), of
the Company’s 4.50% Convertible Senior Notes
due 2014 (the “Securities”) and the shares of Common Stock, par value $0.0001 per share (the
“Common Stock”), issuable upon conversion, in accordance with the Registration Rights Agreement,
dated as of June 25, 2008 (the “Registration Rights Agreement”), between the Company and the
purchasers named therein. A copy of the Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Registration Rights Agreement.



     In order to have Registrable Securities included in the Shelf Registration Statement (or a
supplement or amendment thereto), this Notice of Registration Statement and Selling Securityholder
Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company
at the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE].
Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and
Questionnaire by such date (i) will not be named as selling securityholders in the Shelf
Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of
Registrable Securities.



     Certain legal consequences arise from being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in the Shelf
Registration Statement and related Prospectus.



     The term “Registrable Securities” is defined in the Registration Rights Agreement to mean all
or any portion of the Securities issued on the Closing Date (or on the Option Close Date, if
applicable) under the Indenture in registered form and the shares of Common Stock issuable upon
conversion thereof; provided, however, that a security shall cease to be a Registrable Security
when it ceases to be a Restricted Security.



     The term “Restricted Security” is defined in the Registration Rights Agreement to mean any
Security or share of Common Stock issuable upon conversion thereof except any such Security or
share of Common Stock which (i) ceases to be outstanding, (ii) has been registered under the
Securities Act and sold or otherwise transferred pursuant to and in a manner contemplated by an
effective registration statement, (iii) has been transferred pursuant to Rule 144 under the
Securities Act (or any other similar provision then in force (other than Rule 144A)) or (iv) (A)
only during the period from the date hereof until the 375th day after the last date of original
issuance of the Securities (including through the exercise by the Initial Purchasers of their
option to purchase additional Securities), is eligible to be transferred without registration under
the Securities Act by a person who is not an Affiliate of the Company (and has not been an
Affiliate for the 90 days preceding such transfer) pursuant to Rule 144 under the Securities Act
(or any other similar provision then in force (other than Rule 144A)) without any volume or manner
of sale restrictions thereunder, or (B) only during the period beginning after the 375th day after
the last date of original issuance of the Securities (including through the exercise by the Initial
Purchasers of their option to purchase additional Securities), is eligible to be transferred
without registration under the Securities Act by a person who is not an Affiliate of the Company
(and has not been an Affiliate for the 90 days preceding such transfer) pursuant to Rule 144 under
the Securities Act (or any other similar



2









 







provision then in force (other than Rule 144A)) without any volume or manner of sale
restrictions thereunder and the CUSIP number for such securities is no longer a “restricted” CUSIP
that indicates that transfer restrictions apply to the Securities or the Common Stock issuable upon
conversion thereof.



ELECTION




     The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects
to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it
and listed below in Item (3). The undersigned, by signing and returning this Notice and
Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Registration Rights Agreement, including,
without limitation, Section 5 of the Registration Rights Agreement, as if the undersigned Selling
Securityholder were an original party thereto.



     Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and the Trustee the Notice of
Transfer (completed and signed) set forth in Exhibit 1 to this Notice and Questionnaire.



     The Selling Securityholder hereby provides the following information to the Company and
represents and warrants that such information is accurate and complete:



QUESTIONNAIRE




	 	 	 	 	 	 	 	 	 	 	 
	(1)	 	(a)	 	Full Legal Name of Selling Securityholder:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(b)	 	Full Legal Name of Registered Holder (if not the same as in (a) above) of
Registrable Securities Listed in Item (3) Below:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	(c)	 	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above)
Through Which Registrable Securities Listed in Item (3) Below are Held:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(2)	 	 	 	Address for Notices to Selling Securityholder:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 	 	 
	 

	 	 	 	 	 	 

	 	 	 	 
	 

	 	 	 	Telephone:	 	 	 	 	 	 
	 

	 	 	 	Fax:
	 	 

	 	 	 	 
	 

	 	 	 	Contact
	 	 

	 	 	 	 
	 

	 	 	 	Person:
	 	 

	 	 	 	 
	 

	 	 	 	 	 	 

	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	(3)	 	 	 	Beneficial Ownership of Securities:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Except as set forth below in this Item (3), the undersigned Selling Securityholder
does not beneficially own any Securities or shares of Common Stock issued upon
conversion, repurchase or redemption of any Securities.	 	 






3









 





	 	 	 	 	 	 	 
	 

	 	(a)
	 	Principal amount of Registrable Securities (as defined in the Registration Rights
Agreement) beneficially
owned: 
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CUSIP No(s). of such Registrable
Securities:  
 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Number of shares of Common Stock (if any) issued upon conversion, repurchase or
redemption of Registrable Securities:
 


	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	(b)
	 	Principal amount of Securities other than Registrable Securities beneficially owned:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CUSIP No(s). of such other
Securities:  
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Number of shares of Common Stock (if any) issued upon conversion of such other
Securities:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	Principal amount of Registrable Securities which the undersigned wishes to be
included in the Shelf Registration Statement:          
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	CUSIP No(s). of such Registrable Securities to be included in the Shelf
Registration Statement: 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Number of shares of Common Stock (if any) issued upon conversion of Registrable
Securities which are to be included in the Shelf Registration Statement:
 
	 	 
	 
	 	 	 	 	 	 
	(4)

	 	 	 	Beneficial Ownership of Other Securities of the Company:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Except as set forth below in this Item (4), the undersigned Selling Securityholder
is not the beneficial or registered owner of any shares of Common Stock or any
other securities of the Company, other than the Securities and shares of Common
Stock listed above in Item (3).	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	State any exceptions here:	 	 
	 
	 	 	 	 	 	 
	(5)

	 	 	 	Relationships with the Company:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Except as set forth below, neither the Selling Securityholder nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has held
any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	State any exceptions here:	 	 






4









 






	 	 	 	 	 	 	 
	(6)

	 	 	 	Plan of Distribution:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Except as set forth below, the undersigned Selling Securityholder intends to
distribute the Registrable Securities listed above in Item (3) only as follows (if
at all): Such Registrable Securities may be sold from time to time directly by the
undersigned Selling Securityholder or, alternatively, through underwriters,
broker-dealers or agents. Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale, at
varying prices determined at the time of sale, or at negotiated prices. Such sales
may be effected in transactions (which may involve crosses or block transactions)
(i) on any national securities exchange or quotation service on which the
Registrable Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges or
services or in the over-the-counter market, or (iv) through the writing of options.
In connection with sales of the Registrable Securities or otherwise, the Selling
Securityholder may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of the Registrable Securities in the course of
hedging the positions they assume. The Selling Securityholder may also sell
Registrable Securities short and deliver Registrable Securities to close out such
short positions, or loan or pledge Registrable Securities to broker-dealers that in
turn may sell such securities.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	State any exceptions here:	 	 






     Note: In no event may such method(s) of distribution take the form of an underwritten
offering of the Registrable Securities without the prior agreement of the Company.



     By signing below, the Selling Securityholder acknowledges that it understands its obligation
to comply, and agrees that it will comply, with the prospectus delivery and other provisions of the
Securities Act and the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.



     In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the
Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the Registration Rights
Agreement.



     By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above and the inclusion of such
information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus. The Selling Securityholder
agrees not to, directly or indirectly, engage in any hedging transaction with regard to the notes
or the common stock issuable upon conversion of the notes except as permitted by the Securities
Act.



     In accordance with the Selling Securityholder’s obligation under Section 3(a) of the
Registration Rights Agreement to provide such information as may be required by law for inclusion
in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect.
All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing,
by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:



	 	 	 	 	 
	 

	 	(i) To the Company:	 	 
	 

	 	 	 	Leap Wireless International, Inc.






5









 






	 	 	 	 	 
	 

	 	 	 	10307 Pacific Center Court
	 

	 	 	 	San Diego, California 92121
	 

	 	 	 	Attn: General Counsel
	 
	 	 	 	 
	 

	 	(ii) With a copy to:	 	 
	 
	 	 	 	 
	 

	 	 	 	Latham & Watkins LLP
	 

	 	 	 	12636 High Bluff Drive, Suite 400
	 

	 	 	 	San Diego, California 92130
	 

	 	 	 	Attn: Barry M. Clarkson, Esq.






     Once this Notice and Questionnaire is executed by the Selling Securityholder and received by
the Company, the terms of this Notice and Questionnaire, and the representations and warranties
contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially owned by such
Selling Securityholder and listed in Item (3) above). This Agreement shall be governed in all
respects by the laws of the State of New York.



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     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



Dated:                                                             




	 	 	 	 	 	 	 
	 	 	 
	 	 
	 	 	Selling Securityholder	 	 
	 	 	(Print/type full legal name of beneficial owner of Registrable Securities)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 





PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE
[DEADLINE FOR RESPONSE] TO THE COMPANY AT:




Leap Wireless International, Inc.




10307 Pacific Center Court




San Diego, California 92121




Attention: General Counsel




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Exhibit 1

to Appendix A




NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT




Leap Wireless International, Inc.

10307 Pacific Center Court

San Diego, California 92121

Attention: General Counsel




Wells Fargo Bank, N.A.

Corporate Trust Services

MAX-N9311-110

625 Marquette Avenue

Minneapolis, Minnesota 55479




Attention: Corporate Trust Services





			
	Re:	 	Leap Wireless International, Inc. (the “Company”)






			
		 	4.50% Convertible Senior Notes Due 2014 (the “Notes”)





Dear Sirs:




               Please
be advised that
                     has transferred $                     aggregate principal amount of the
above-referenced Notes or shares of the Company’s Common Stock, issued upon conversion of Notes,
pursuant to an effective Registration Statement on Form S-3 (File No. 333-                    ) filed by the
Company.



               We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of
1933, as amended, have been satisfied with respect to the transfer described above and that the
above-named beneficial owner of the Notes or Common Stock is named as a selling securityholder in
the Prospectus dated [date], or in amendments or supplements thereto, and that the aggregate
principal amount of the Notes or number of shares of Common Stock transferred are [a portion of]
the Notes or shares of Common Stock listed in such Prospectus as amended or supplemented opposite
such owner’s name.



Dated:



	 	 	 	 	 	 	 
	 

	 	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

(Name)
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

(Authorized Signature)
	 	 







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