exv4w1






EXHIBIT 4.1




	 	 	 	 	 
	COMMON STOCK
	 	 	 	COMMON STOCK
	 	 	 	 	 
	 
	 	 	 	 
	NUMBER
	 	 	 	SHARES
	 
	 	 	 	 
	LEAP
	 	(LEAP (TM) LOGO)	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	INCORPORATED UNDER THE
	 	 	 	CUSIP 521863 30 8
	LAWS OF THE STATE OF DELAWARE
	 	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	 	 	 
	 





	 	 	 	 	 
	THIS CERTIFIES THAT



	 
	 	 	 	 
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	IS THE RECORD HOLDER OF



	 
	 	 	 	 
	 





FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.0001 PAR VALUE, OF

LEAP WIRELESS INTERNATIONAL, INC.



transferable on the books of the Corporation in person or by duly authorized attorney on surrender of this certificate properly
endorsed. This certificate shall not be valid until countersigned and registered by the Transfer Agent and
Registrar.




     WITNESS the facsimile seal of the Corporation and the signatures of its
duly authorized officers.



(SEAL)      Dated:




	 	 	 	 	 
	 
	 	 
	 	 
	 
	 	SECRETARY
	 	EXECUTIVE VICE PRESIDENT AND
	 
	 	 	 	CHIEF FINANCIAL OFFICER






COUNTERSIGNED AND REGISTERED

     TRANSFER AGENT AND REGISTRAR




	 
	BY	 	 	 	 
	

	 	 

AUTHORIZED SIGNATURE
	 	 



















 





LEAP WIRELESS INTERNATIONAL, INC.




     The Corporation shall furnish without charge to each stockholder who so requests a
statement of the powers, designations, preferences and relative participating, optional, or
other special rights of each class of stock of the Corporation or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights. Such requests
shall be made to the Corporation’s Secretary at the principal office of the Corporation.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:





	 	 	 
	TEN COM-

	 	as tenants in common
	 
	 	 
	TEN ENT-

	 	as tenants by the entireties
	 
	 	 
	JT TEN-

	 	as joint tenants with right of


survivorship and not as 

tenants in
common
	 
	 	 
	COM PROP-

	 	as community property









	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT-
	 	 	 Custodian		 	 
	 
	 	 
	 	 	 	 
	 
	 	(Cust)
	 	(Minor)		 
	 	 	under Uniform Gifts to
Minors 

Act          
               
               	 	 
	 	 	(State)	 	 
	 
	 	 	 		 	 
	UNIF TRF MIN ACT-	 	 	 Custodian (until age                     )
	 
	 	 	 	 	 	 
	 
	 	(Cust)	 	 	 	 
	 	 	 	 under Uniform Transfers	 
	 
	 	(Minor)	 	 	 	 
	 	 	to Minors Act
                    
                         	 	 











(State)          




Additional abbreviations may also be used though not in the above list.




     For Value Received,                                                              hereby sell(s), assig
n(s)
and transfer(s) unto


 





	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 
	IDENTIFYING NUMBER OF ASSIGNEE
	 	 
	 


	 	 
	 
	 	 
	 


	 	 





 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



 



 




 



 




 



          
                 
           
           
           
           
           
           
           
           
           
           
           
   shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint



       
                
               
           
           
           
           
           
           
           
   attorney-in-fact to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.



Dated                     




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	NOTICE:
	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATSOEVER.






Signature Guaranteed




	 	 	 
	 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

	 	 






     KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL
REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.