AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Exhibit 4.1

EXECUTION COPY

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of September 3, 2009, by and among Leap Wireless International, Inc., a Delaware corporation (the “ Company ”), and the Holders (as hereinafter defined) of Registrable Securities (as hereinafter defined) who are parties to this Agreement, including any Additional Holders (as hereinafter defined) who subsequently become parties to this Agreement.

RECITALS

A. Whereas, the Company and certain of the Holders entered into that certain Registration Rights Agreement, dated as of August 16, 2004, pursuant to, and as authorized by, the Bankruptcy Court order confirming the Plan (as hereinafter defined), which was amended by that certain amendment, dated as of June 7, 2005 (the “ Original Registration Rights Agreement ”).

B. Whereas, in connection with the Company’s proposed sale of Common Stock pursuant to that certain registration statement on Form S-3 filed with the Commission (as hereinafter defined) on March 4, 2009, the Company and certain of the Holders entered into that certain agreement (the “ Registration Rights Agreement Waiver ”) on May 28, 2009, whereby such Holders agreed to waive certain rights that they had pursuant to the Original Registration Rights Agreement.

C. Whereas, in consideration for the waiver of such rights as set forth in the Registration Rights Agreement Waiver, the Company has agreed to amend and restate the Original Registration Rights Agreement as set forth herein.

AGREEMENTS

          In consideration of the foregoing, and the agreements set forth below, the parties agree with each other as follows:

1. DEFINITIONS.

     As used in this Agreement, the following capitalized terms (in their singular and plural forms, as applicable) have the following meanings:

          “ Action ” has the meaning assigned to such term in Section 7.3 hereof.

          “ Additional Holder ” means any (i) Affiliate of any Holder or (ii) Permitted Assignee, in each case who, at any time and from time to time, owns Registrable Securities, and has agreed to be bound by the terms hereof and thereby has become a Holder for purposes of this Agreement, all at the relevant time.

          “ Adverse Effect ” has the meaning assigned to such term in Section 2.5 hereof.

          “ Affiliate ” of a Person shall mean (i) any Person that is an “affiliate” of such Person as

such term is defined in Rule 405 under the Securities Act or any successor thereto, in each case as may be amended or interpreted by the Commission from time to time, (ii) in the case of the Company or any of its Successors or any of their respective subsidiaries, any Person that is, or is an Affiliate of any Person that is, a member of any of their respective Boards of Directors at the relevant time or (iii) in the case of the Company or any of its Successors, any Person that, together with such Person’s Affiliates, beneficially owns Common Stock representing 10% or more of the aggregate voting power of all outstanding shares of capital stock at the relevant time.

          “ Agreement ” has the meaning assigned to such term in the introductory paragraph to this Agreement, as the same may be amended, supplemented or restated from time to time.

          “ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the Borough of Manhattan, The City of New York are authorized or obligated by law or executive order to close.

          “ Commission ” means the United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers.

          “ Common Stock ” means the authorized common stock, par value $0.0001 per share, of the Company or the authorized common stock or similar equity security of any Successor.

          “ Company ” has the meaning assigned to such term in the introductory paragraph to this Agreement.

          “ Company Indemnified Person ” has the meaning assigned to such term in Section 7.2 hereof.

          “ Company Standstill Period ” has the meaning assigned to such term in Section 5.1 hereof.

          “ Demand Registration ” has the meaning assigned to such term in Section 2.1 hereof.

          “ Demand Request ” has the meaning assigned to such term in Section 2.1 hereof.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations of the Commission thereunder.

          “ FINRA ” has the meaning assigned to such term in Section 6.1(n) hereof.

          “ Holder ” means any (i) Person who owns Registrable Securities at the relevant time and is a party to this Agreement or (ii) Additional Holder.

          “ Indemnified Person ” has the meaning assigned to such term in Section 7.1 hereof.

          “ Indemnitee ” has the meaning assigned to such term in Section 7.3 hereof.

          “ Inspectors ” has the meaning assigned to such term in Section 6.1(k) hereof.

          “ Joining Holder ” has the meaning assigned to such term in Section 2.2 hereof.

          “ Loss ” and “ Losses ” have the meanings assigned to such terms in Section 7.1 hereof.

          “ Major Holder ” means any Holder that holds (together with its Affiliates who are Holders), in the aggregate, a minimum of 2,500,000 shares of Registrable Securities (subject to equitable adjustment for any stock splits, stock dividends, combinations, reorganizations or similar events occurring after the date of this Agreement) at the time such Holder makes a Demand Request pursuant to Section 2.1 hereof.

          “ Majority Participating Holders ” means, with respect to any registration of Registrable Securities under this Agreement, the Holder or Holders at the relevant time of at least a majority of the Registrable Securities to be included in the registration statement in question.

          “ Material Disclosure Event ” means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries, which, in the good faith determination of the Company (i) requires disclosure of material, non-public information relating to such event in any registration statement or related prospectus (including documents incorporated by reference therein) so that such registration statement would not 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, in light of the circumstances under which they are made, not misleading, (ii) is otherwise not required to be publicly disclosed at that time (e.g., on Forms 10-K, 8-K, or 10-Q) under applicable federal or state securities laws and (iii) if publicly disclosed at the time of such event, could reasonably be expected to have a material adverse effect on the business, financial condition or prospects of the Company and its subsidiaries or would materially adversely affect a pending or proposed acquisition, merger, recapitalization, consolidation, reorganization, financing or similar transaction, or negotiations with respect thereto.

          “ New Shelf Registration Statement ” has the meaning assigned to such term in Section 4.1 hereof.

          “ Participating Holder ” means any Holder on whose behalf Registrable Securities are registered pursuant to Sections 2, 3 or 4 hereof.

          “ Permitted Assignee ” means any (i) Affiliate of any Holder who acquires Registrable Securities from such Holder or its Affiliates or (ii) any other Person who acquires at least 20% (calculated at the time of such purchase) of any Holder’s Registrable Securities and who shall have been designated as a Permitted Assignee by such Holder in a written notice to the Company; provided that the rights of any Person designated as a Permitted Assignee referred to in the foregoing clause (ii) shall be limited if, and to the extent, provided in such notice.

          “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any

agency or political subdivision thereof or any other entity.

          “ Plan ” means the Fifth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated as of July 30, 2003, which Plan was confirmed on October 22, 2003 by order of the United States Bankruptcy Court for the Southern District of California, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

          “ Records ” has the meaning assigned to such term in Section 6.1(k) hereof.

          The terms “ register ,” “ registered ” and “ registration ” mean a registration effected by preparing and filing with the Commission a registration statement, an amendment to a registration statement or a prospectus supplement to a shelf registration statement, in each case on an appropriate form in compliance with the Securities Act, and the declaration or order of the Commission of the effectiveness of such registration statement or amendment under the Securities Act or the automatic effectiveness of such registration statement or amendment under the Securities Act pursuant to the rules of the Commission.

          “ Registration Rights Agreement Waiver ” has the meaning assigned to such term in the Recitals.

          “ Registrable Securities ” means (x) any shares of Common Stock held by any of the Holders now or at any time and from time to time in the future (regardless of when acquired and regardless of prior sales or purchases of any Common Stock by the Holder), and (y) any securities of the Company or any of its Successors that may be issued by the Company or any of its Successors with respect to Registrable Securities, including by way of a stock dividend, stock split or reverse stock split or in connection with a combination of shares, recapitalization, stock purchase, merger, consolidation or otherwise; provided , however , that as to any Registrable Securities, such securities shall cease to constitute “ Registrable Securities ” for purposes of this Agreement if and when (i) a registration statement with respect to the sale of such securities shall have been declared effective by the Commission and such securities shall have been sold pursuant thereto, or (ii) such securities are sold or transferred in accordance with the provisions of Rule 144 (or Rule 145, if applicable), or (iii) such securities are sold or transferred (other than in a transaction under clause (i) or (ii) above) by a Person in a transaction in which such Person’s rights under this Agreement are not assigned, or (iv) such securities are no longer outstanding, or (v) such securities are eligible (including following the satisfaction of any applicable holding period requirements) for sale without registration pursuant to Rule 144 (or Rule 145, if applicable) without restriction (including current public information requirements, volume limitations, manner of sale limitations or notice requirements), or (vi) as to any such securities that are not “restricted securities” (as defined under Rule 144), neither the Holder of such securities nor any of its Affiliates are then Affiliates of the Company or any of its Successors, as the case may be, nor shall any such Holder of such securities nor any of its Affiliates have been an Affiliate of the Company or any of its Successors, as the case may be, at any time during the then immediately preceding ninety (90) days.

          “ Requesting Holder ” has the meaning assigned to such term in Section 2.1 hereof.

          “ Required Filing Date ” has the meaning assigned to such term in Section 2.1 hereof.

          “ Required Period ” has the meaning assigned to such term in Section 4.3 hereof.

          “ Rule 144 ” means Rule 144 (or any similar provision then in force) promulgated under the Securities Act, as amended from time to time, or any successor rule or regulation.

          “ Securities Act ” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations of the Commission thereunder.

          “ Shelf Registration Statement ” means that certain registration statement on Form S-3 (No. 333-157697) filed with the Commission on March 4, 2009.

          “ Successor ” means (x) any Person or Persons that issue(s) any securities into which Registrable Securities are converted or replaced or for which they are exchanged, including in connection with any business combination or otherwise or (y) any Person whose securities are issued to any Holder in connection with any transaction involving a sale of all or substantially all of the assets of the Company.

          “ Suspension Notice ” has the meaning assigned to such term in Section 5.2 hereof.

          “ Suspension Period ” has the meaning assigned to such term in Section 5.2 hereof.

          The words “ include ,” “ includes ” and “ including ,” when used in this Agreement, shall be deemed to be followed by the words “ without limitation .”

2. DEMAND REGISTRATION.

     2.1 Request for Registration . Subject to the provisions contained in this Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, any Major Holder may, from time to time, request (each, a “ Requesting Holder ”) in writing (a “ Demand Request ”) that the Company effect the registration under the Securities Act of a specified number of Registrable Securities held by the Requesting Holders (a “ Demand Registration ”); provided , however , that the Company will in no event be required to effect more than three (3) Demand Registrations in total; provided, further that the Company will in no event be required to effect more than one (1) Demand Registration in any 12-month period; and provided , further , that, subject to the Company’s compliance with its obligations under Article 3 hereof, the Company will not be obligated to take any action to effect any Demand Registration during the period commencing with the Company’s issuance of a notice of a proposed registration of an underwritten offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company’s issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day

period, the Company shall have filed the registration statement, an amendment to a registration statement or a prospectus supplement to a shelf registration statement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell all their then registered Registrable Securities pursuant to the Shelf Registration Statement or any New Shelf Registration Statement, as applicable; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement or amendment to the registration statement pertaining to such underwritten offering or, if applicable, 90 days immediately following the date of the final prospectus supplement to the shelf registration statement pertaining to such underwritten offering; and provided , further , that the Company shall not be obligated to effect any Demand Registration for any Registrable Securities if the Shelf Registration Statement or, if applicable, any New Shelf Registration Statement is then effective, and such Shelf Registration Statement or, if applicable, any New Shelf Registration Statement may be utilized by the Requesting Holder for the offering and sale of all Registrable Securities then held by the Requesting Holder without a requirement under the Commission’s rules and regulations for a post-effective amendment thereto; and provided , further , that the Company shall not be obligated to effect any Demand Registration for any Registrable Securities (other than Registrable Securities issued under the Plan) prior to December 2, 2009. Subject to the provisions contained in this Section 2.1 and in Sections 3.2(b), 5.2 and 5.3 hereof, upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under the Securities Act, filed with the Commission as promptly as practicable but in any event not later than 60 days after receiving a Demand Request (the “ Required Filing Date ”), such Registrable Securities as may be requested by such Requesting Holders in their Demand Request together with any other Registrable Securities of the same class as requested by Joining Holders joining in such request pursuant to Section 2.2 hereof. The Company shall use its reasonable efforts to cause any such registration statement to be declared effective by the Commission as promptly as possible after such filing.

     2.2 Joining Holders . If at any time the Company proposes to register Registrable Securities for the account of the Requesting Holders pursuant to Section 2.1 hereof, then (i) the Company shall give, or cause to be given, written notice of such proposed filing to all the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date). Upon the written request of any Holder, received by the Company no later than the 10 ^th Business Day after receipt by such Holder of the notice sent by the Company (each such Holder, a “ Joining Holder ”), to register, on the same terms and conditions as the securities otherwise being sold pursuant to such Demand Registration, any of its Registrable Securities of the same class as the securities otherwise being sold pursuant to such Demand Registration, the Company will use its reasonable best efforts to cause such Registrable Securities to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as any securities of the same class included therein.

     2.3 Effective Registration . A registration will not count as a Demand Registration (i) unless the related registration statement has been declared effective and has remained effective until such time as all of such Registrable Securities covered thereby have been disposed of in accordance with the intended methods of disposition by the Participating Holders (but in no

event for a period of more than 180 days after such registration statement becomes effective not including any Suspension Period); it being understood that if, after it has become effective, an offering of Registrable Securities pursuant to a registration statement is terminated by any stop order, injunction, or other order of the Commission or other governmental agency or court, such registration pursuant thereto will be deemed not to have been effected and will not count as a Demand Registration for purposes of Section 2.1, or (ii) if pursuant to Section 2.5 hereof, the Requesting Holders and Joining Holders are cut back to fewer than 75% of the Registrable Securities requested to be registered and at the time of the request there was not in effect a Shelf Registration Statement and, if applicable, a New Shelf Registration Statement, covering all Registrable Securities then beneficially owned by the Holders.

     2.4 Selection of Underwriters . With respect to any offering of Registrable Securities pursuant to a Demand Registration in the form of an underwritten offering, the Company shall select an investment banking firm of national standing to be the managing underwriter for the offering, which firm shall be reasonably acceptable to the Majority Participating Holders.

     2.5 Priority on Demand Registrations . With respect to any offering of Registrable Securities pursuant to a Demand Registration in the form of an underwritten offering, no securities to be sold for the account of any Person (including the Company) other than the Requesting Holders and Joining Holders shall be included in a Demand Registration unless the managing underwriter advises the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price or success of the offering (an “ Adverse Effect ”). Furthermore, in the event that the managing underwriter advises the Requesting Holders in writing that the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders and Joining Holders is sufficiently large (even after exclusion of all securities of any other Person pursuant to the immediately preceding sentence) to cause an Adverse Effect, the number of Registrable Securities to be included in such Demand Registration shall be allocated among all such Requesting Holders and Joining Holders pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such Demand Registration bears to the total number of Registrable Securities that all Requesting Holders and Joining Holders requested to be included in such Demand Registration; provided that if, as a result of such pro-ration, any Requesting Holder or Joining Holder shall not be entitled to include in a registration all Registrable Securities of the class that such Holder had requested to be included, such Holder may elect to withdraw its request to include such Registrable Securities in such registration or may reduce the number requested to be included; provided, however, that (a) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (b) such withdrawal or reduction shall be irrevocable.

     2.6 Cancellation of Registration . The Majority Participating Holders shall have the right to cancel a proposed Demand Registration of Registrable Securities pursuant to this Article 2 when the request for cancellation is based upon material adverse information relating to the Company that is different from the information known to the participating Holders at the time of the Demand Request. Such cancellation of a registration shall not be counted as one of the three (3) Demand Registrations and notwithstanding anything to the contrary in the Agreement, the

Company shall be responsible for the expenses of the participating Holders incurred in connection with the registration through the date that is seven (7) days after the time such information became known to the participating Holders, to the extent such expenses are as described in clauses (i) through (x) of the first sentence of Section 8 hereof.

3. PIGGYBACK REGISTRATIONS.

     3.1 Holder Piggyback Registration . If the Company (i) proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act or (ii) proposes to file an initial prospectus supplement to a shelf registration statement with respect to an underwritten offering of Common Stock on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed offering (including the number and class of securities proposed to be offered, the proposed date of filing of such registration statement or prospectus supplement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement or prospectus supplement), and offering such Holders the opportunity to register and offer such number of Registrable Securities of the same class as those being offered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to register and offer, on the same terms and conditions as the securities otherwise being sold pursuant to such registration statement or prospectus supplement, any of such Holder’s Registrable Securities of the same class as those being offered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement or prospectus supplement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registration statement or prospectus supplement; provided , however , that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

     3.2 Priority on Piggyback Registrations .

          (a) If the managing underwriter for the related underwritten offering advises the Company in writing that the inclusion of such Registrable Securities would cause an Adverse Effect, and the Company notifies the requesting Holders in writing of such advice, then the Company will be obligated to include in such registration statement or prospectus supplement only that number of Registrable Securities which, in the judgment of the managing underwriter, would not have an Adverse Effect; provided , however , that no such reduction shall reduce the aggregate amount of Registrable Securities included in such registration statement or prospectus supplement for the benefit of the requesting Holders to less than fifty percent (50%) of the total number of securities that are included such registration statement or prospectus supplement. Any partial reduction in the number of Registrable Securities to be included in a registration statement or prospectus supplement pursuant to the immediately preceding sentence shall be affected pro rata based on the ratio that the number of Registrable Securities that each such Holder requested to be included in such registration statement or prospectus supplement bears to the total number of Registrable Securities that all Holders requested to be included in such registration statement or prospectus supplement.

          (b) Subject to the Company’s compliance with its obligations under this Article 3, if after a Demand Request by the Holders pursuant to Section 2.1 hereof the Company initiates a proposal to register an underwritten offering of equity securities (or to file an initial prospectus supplement to a shelf registration statement for an underwritten offering of equity securities) for its own account pursuant to this Article 3 and the Holders will be afforded the right (whether or not exercised by the Holders) to include Registrable Securities in such underwritten offering in accordance with and subject to the provisions of this Article 3, then the proposed offering for the account of the Company pursuant to this Article 3 shall be given priority over such Demand Request in all respects.

     3.3 Withdrawals . Each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement or prospectus supplement pursuant to this Article 3 by giving written notice to the Company of its request to withdraw; provided , however , that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such offering and (ii) such withdrawal shall be irrevocable.

     3.4 Underwritten Offerings .

          (a) In connection with the exercise of any registration rights granted to Holders pursuant to this Article 3, if the offering is to be effected by means of an underwritten offering, the Company may condition participation in such offering by any such Holder upon inclusion of the Registrable Securities being so offered in such underwriting and such Holder’s entering into an underwriting agreement pursuant to Section 6.2(d) hereof.

          (b) With respect to any offering of Registrable Securities pursuant to this Article 3 in the form of an underwritten offering, the Company shall select an investment banking firm of national standing to be the managing underwriter for the offering.

4. SHELF REGISTRATION.

     4.1 New Shelf Registration Statement Filing . Notwithstanding any other provision of this Agreement, (i) no later than December 2, 2009 and (ii) thereafter, within sixty (60) days following the request of any Holder with respect to any Registrable Securities, the Company shall file with the Commission (x) if permitted by the rules and regulations of the Commission, a post-effective amendment to the Shelf Registration Statement (or any New Shelf Registration Statement, as applicable) or (y) if a post-effective amendment described in clause (x) above is not then permitted by the rules and regulations of the Commission, a new shelf registration statement (the “ New Shelf Registration Statement ”), in either case relating to the offer and sale of all Registrable Securities then beneficially owned by any of the Holders to the public, from time to time, on a delayed or continuous basis, that are not then included in the Shelf Registration Statement or any New Shelf Registration Statement, as applicable.

     4.2 New Shelf Registration Statement Requirements . In the event that the Company is at any time required to file a New Shelf Registration Statement pursuant to Section 4.1, then:

          (a) subject to the provisions contained in this Section 4.2 and in Sections 5.2 and 5.3 hereof, the Company shall use its reasonable best efforts to cause the New Shelf Registration Statement to be declared effective by the Commission or to otherwise become effective as soon as practicable after the filing thereof with the Commission;

          (b) the New Shelf Registration Statement shall specify the intended method of distribution of the subject Registrable Securities substantially in the form of Exhibit A attached hereto; and

          (c) the Company shall file the New Shelf Registration Statement on Form S-3 or, if the Company or the offering of the Registrable Securities does not satisfy the requirements for use of such form, such other form as may be appropriate; provided , that if the New Shelf Registration Statement is not filed on Form S-3, the Company shall, promptly upon meeting the requirements for use of such form, file an appropriate amendment to the New Shelf Registration Statement to convert it to Form S-3.

Notwithstanding the foregoing, subject to the Company’s compliance with its obligations under Article 3 hereof, (x) the Company will not be obligated to take any action to effect any New Shelf Registration Statement during the period commencing with the Company’s issuance of a notice of a proposed registration of an underwritten offering of equity securities (or the filing of an initial prospectus supplement to a shelf registration statement for an underwritten offering of equity securities) of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) to the Holders pursuant to Section 3.1 hereof, continuing while the Company uses reasonable best efforts to pursue such registered underwritten offering, and ending upon the earliest to occur of: (i) 45 days immediately following the Company’s issuance of the notice of such proposed registered underwritten offering pursuant to Section 3.1 hereof, unless, within such 45-day period, the Company shall have filed the registration statement or prospectus supplement for such proposed underwritten offering, or shall have issued a press release disclosing such proposed underwritten offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their

Registrable Securities then registered pursuant to the Shelf Registration Statement or any existing New Shelf Registration Statement, as applicable; (ii) the abandonment, cessation or withdrawal of such proposed registered underwritten offering; or (iii) 90 days immediately following the effective date of the registration statement or amendment to registration statement pertaining to such underwritten offering or, if applicable, 90 days immediately following the date of the final prospectus supplement to a shelf registration statement pertaining to such underwritten offering; and (y) subject to Section 5.3, the Company will not be obligated to take any action to effect any amendment to the Shelf Registration Statement or any existing New Shelf Registration Statement, as applicable, during the period commencing on the effective date of a registration statement or amendment to registration statement for an underwritten offering of equity securities (or the filing of the final prospectus supplement to a shelf registration statement for an underwritten offering of equity securities) of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) and ending 90 days immediately following the effective date of the registration statement or amendment to registration statement pertaining to such underwritten offering or, if applicable, 90 days immediately following the date of the final prospectus supplement to a shelf registration statement pertaining to such underwritten offering. If the Company issues a notice of a proposed underwritten public offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof during a period in which a registration request pursuant to Section 4.1 is outstanding and the Company subsequently abandons, ceases or withdraws such offering, the Company will not issue a notice of a subsequent proposed registered underwritten offering of equity securities of the Company for its own account pursuant to Section 3.1 hereof during the period in which such registration request pursuant to Section 4.1 is outstanding unless and until such amendment to the Shelf Registration Statement (or any New Shelf Registration Statement, as applicable) is first declared effective by the Commission or otherwise becomes effective.

     4.3. Required Shelf Registration Period and Shelf Registration Procedures . The Company shall (i) cause the Shelf Registration Statement and any New Shelf Registration Statement, if applicable, to include a resale prospectus intended to permit each Holder to sell, at such Holder’s election, all or part of the Registrable Securities held by such Holder without restriction, (ii) use its reasonable efforts to prepare and file with the Commission such supplements, amendments and post-effective amendments to the Shelf Registration Statement and any New Shelf Registration Statement, if applicable, as may be necessary to keep the Shelf Registration Statement and New Shelf Registration Statement, if applicable, continuously effective (subject to any Suspension Period(s) referred to below) for so long as the securities registered thereunder constitute Registrable Securities (the “ Required Period ”), and (iii) use its reasonable efforts to cause the resale prospectus to be supplemented by any required prospectus supplement (subject to any Suspension Period(s) referred to below).

5. STANDSTILL AND SUSPENSION PERIODS.

     5.1 Company Standstill Period . In the event of an underwritten public offering of Registrable Securitie