Exhibit 10.5
 LEAP WIRELESS INTERNATIONAL, INC.
 2004 STOCK OPTION, RESTRICTED STOCK
AND DEFERRED STOCK UNIT PLAN
 STOCK OPTION GRANT NOTICE AND NON-QUALIFIED
STOCK OPTION AGREEMENT
 Company Plan ( Holder Option Exhibit A Stock Option Agreement
 Holder:
    
    Walter Z. BergerOption Number:
    
    00001127Grant Date:
    
    June 23, 2008Exercise Price per Share:
    
    $50.13 per shareTotal Number of Shares Subject to
the Option:
    
    50,000Expiration Date:
    
    June 23, 2018Type of Option:
    
    This Option is a Non-Qualified Stock Option and is not an incentive stock option within themeaning of Section 422 of the Code.Vesting Schedule:
    
    The shares of Common Stock subject to the Option (rounded down to thenext whole number of shares)
shall vest and become exercisable on the dates and in the amounts indicated in Exhibit B to this Grant Notice.
  LEAP WIRELESS INTERNATIONAL, INC.
    
    HOLDER:By:
    
    /s/ S. Douglas Hutcheson
    
    By:
    
    /s/ Walter Z. BergerPrint Name:
    
    S. Douglas Hutcheson
    
    Print Name:
    
    Walter Z. BergerTitle:
    
    President & CEO
    
    Title:Address:
    
    10307 Pacific Center Court
    
    Address:San Diego, California 92121
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EXHIBIT A
 TO STOCK OPTION GRANT NOTICE
 NON-QUALIFIED STOCK OPTION AGREEMENT
 Grant Notice Agreement Company Plan
 ARTICLE I
 GENERAL
 Defined Terms
 Incorporation of Terms of Plan
 ARTICLE II
 GRANT OF OPTION
 Grant of Option Grant Date
 Purchase Price
 ARTICLE III
 PERIOD OF EXERCISABILITY
 Commencement of Exercisability
 Exhibit B
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Duration of Exercisability Exhibit B
 Expiration of Option
   Exhibit B
  Exhibit B
 Disability
 ARTICLE IV
 EXERCISE OF OPTION
 Person Eligible to Exercise
 Partial Exercise
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Manner of Exercise
 Exhibit C
    provided,
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Conditions to Issuance of Stock Certificates
      Rights as Stockholder
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ARTICLE V
 OTHER PROVISIONS
 Administration
 Option Not Transferable
    Restrictive Legends and Stop-Transfer Orders
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Shares to Be Reserved
 Notices
 Titles
 Governing Law; Severability
 Conformity to Securities Laws
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Amendments
 No Employment Rights
 Successors and Assigns
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EXHIBIT B
 TO STOCK OPTION GRANT NOTICE
 VESTING AND EXERCISABILITY PROVISIONS
 Exhibit B
 Time-Based Vesting
 Percentage of the Total Shares Subject to theOption that Vest and Become Exercisable
    
    Vesting Date50% of the Total Number of Shares
Subject to the Option
    
    Third Anniversary of the Grant Date50% of the Total Number of Shares
Subject to the Option
    
    Fourth Anniversary of the Grant Date
  Change in Control Accelerated Vesting
 Termination of Employment in the Event of a Change in Control
 Definitions of Cause and Good Reason Exhibit B Cause Good Reason
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Exhibit B
 Cause
 Good Reason
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Condition to Accelerated Vesting and Exercisability Exhibit D
 Limit on Vesting Exhibit B
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EXHIBIT C
 TO STOCK OPTION GRANT NOTICE
 FORM OF EXERCISE NOTICE
 ( Holder    Shares Company    Option
Agreement
 Grant Date:Number of Shares as to which Option isExercised:Exercise Price per Share:
    
    $Total Exercise Price:
    
    $Certificate to be issued in name of:Cash Payment delivered herewith:
    
    $(Representingthe full Exercise Price for the
Shares, as well as anyapplicable withholding tax)Type of Option:
    
    The Option is a Non-Qualified Stock Option and is notan incentive stock option within the meaning of Section422 of the Code.
 Representations of Holder
 Rights as Stockholder
 Tax Consultation
 Entire Agreement
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ACCEPTED BY:
    
    SUBMITTED BYLEAP WIRELESS INTERNATIONAL, INC.
    
    HOLDER:By:
    
    By:Print Name:
    
    Print Name:Title:
    
    Address:
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EXHIBIT D
 TO STOCK OPTION GRANT NOTICE
 FORM OF GENERAL RELEASE
 General Release of Claims Company Holder Plan Companies Releasees Claims
 Release of Unknown Claims
 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
 Older Workers Benefit Protection Act et seq ADEA
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th
 No Assignment of Claims
 No Suits or Actions
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No Admission
 HOLDER
Date: 4-Year Time Based Vesting Stock Options (Berger 18mos acceleration)
    
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 D-3