0000936392-08-000441 Sample Contracts

Leap Wireless International, Inc. Registration Rights Agreement
Rights Agreement • June 30th, 2008 • Leap Wireless International Inc • Radiotelephone communications • New York

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:

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