Re: Issuer Share Forward Sale Transaction

To:

A/C:

From:

Re:

Ref. No:

Date:

August 15, 2006

The Time of Delivery (as defined in the Registration Agreement dated the date hereof among Counterparty, GS&Co., GSFM, Citigroup Global Markets, Inc. and Citibank, N.A. (“Citibank”) (the “Registration Agreement”)) of the Firm Shares (as defined in the Registration Agreement).

GSFM

Counterparty

Common Stock, $.0001 par value, of Counterparty (Ticker: LEAP)

Initially, 2,800,000 Shares; provided that GSFM on or prior to the Effective Date may reduce such initial Base Amount to such lower number of Shares for which, in GSFM’s determination, the condition set forth in clause (iv) of “Conditions to Effectiveness” may be satisfied and provided further that the Base Amount shall be increased at the Time of Delivery of the Optional Shares (as defined in the Registration Agreement) by the number of Optional Shares (as defined in the Registration Agreement), if any, purchased from GSFM as the Forward Counterparty (as defined in the Registration Agreement) pursuant to Section 3(b) of the Registration Agreement (such incremental increase, the “Option Base Amount”) and at such time, the “Base Amount” hereunder shall mean the initial Base Amount (as adjusted) plus the Option Base Amount. On each Physical Settlement Date or Unwind Period Starting Date (as applicable), the Base Amount shall be reduced by the number of Settlement Shares specified in the applicable Settlement Notice or in connection with an Acceleration Event as provided in Section 8 of this Confirmation. If any Unwind Period is terminated by Counterparty (as provided below in “Unwind Period”) such that the Remaining Hedge Amount following the last day of such Unwind Period is greater than zero, the Base Amount shall be increased by such Remaining Hedge Amount on the day immediately following such Unwind Period.

August 21, 2007

USD

The NASDAQ Stock Market, Inc.

All Exchanges

DTC

Not Applicable

Not Applicable

On the Effective Date, USD $40.11 per Share (the “Initial Forward Price”). On any other day, the Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 plus (ii) the Daily Rate for the immediately preceding calendar day.

For any day, (i)(A) USD-Federal Funds Rate for such day minus (B) the Spread (ii) divided by 360.

For any day, the rate set forth for such day opposite the caption “Federal funds”, as such rate is displayed on the page “FedsOpen <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that if no rate appears for any day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.

1%

Unless waived by GSFM, the effectiveness of this Confirmation on the Effective Date (and, if applicable, the effectiveness of this Confirmation solely with respect to the Option Base Amount at the Time of Delivery of the Optional Shares) shall be subject to (i) the condition that the representations and warranties of Counterparty contained in this Agreement and in the Registration Agreement and any certificate delivered pursuant thereto by Counterparty be true and correct on the Effective Date (or the Time of Delivery of the Optional Shares, as the case may be) as if made as of such date, (ii) the condition that Counterparty shall have performed all of the obligations required to be performed by it under the Registration Agreement on or prior to the Effective Date (or the Time of Delivery of the Optional Shares, as the case may be), (iii) the satisfaction of all of the conditions set forth in Section 7 of the Registration Agreement and (iv) the condition that in GSFM’s commercially reasonable judgment, it is able to borrow and deliver for sale a number of Shares equal to the Base Amount at a stock loan cost of not more than 100 basis points per annum with respect to such Shares; provided , that if the condition in this clause (iv) is satisfied with respect to some but not all of such Shares, this Confirmation shall be effective, but the Base Amount for this Transaction shall be the number of Shares that GSFM is able to borrow at a stock loan cost of not more than 100 basis points per annum.

Physical Settlement, Cash Settlement or Net Stock Settlement at the election of Counterparty as set forth in a written notice delivered to GSFM (the “Settlement Notice”) that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is selected or (ii) as provided in Section 8 of this Confirmation; provided further that Counterparty shall not have the right to elect Net Stock Settlement if (x) at any time during the five Exchange Business Day period preceding the date the Settlement Notice is delivered to GSFM the price per Share on the Exchange is less than or equal to $35 or (y) the ADTV (as defined in Rule 10b-18 (“Rule 10b-18”) under the Exchange Act) of the Shares for the calendar week in which such Settlement Notice is delivered is less than 200,000 Shares (as adjusted for stock splits and similar events) .

Counterparty may deliver a Settlement Notice on no more than five (5) occasions (other than any Settlement Notice in respect of the Maturity Date). For the avoidance of doubt, any resumption of Share delivery as described under “Limitation on Receipt of Shares” shall not constitute the delivery of an additional Settlement Notice for purposes of the foregoing limitation. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Counterparty that specifies Cash Settlement or Net Stock Settlement will not be effective to establish an Unwind Period Starting Date unless Counterparty delivers to GSFM with such Settlement Notice a representation signed by Counterparty substantially in the form: “as of the date of this Settlement Notice, Leap Wireless International, Inc. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as the Unwind Period Starting Date in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.”

With respect to any Physical Settlement Date or Unwind Period Starting Date, a number of Shares, not to exceed the Base Amount, designated as such by Counterparty in the related Settlement Notice; provided that, on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

Any day on which GSFM determines in its sole discretion, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GSFM generally in connection with its business) for GSFM or its affiliates to refrain from engaging in transactions in the Shares; provided that GSFM may exercise this right to suspend only in good faith in relation to events or circumstances that are unknown to it or any of its affiliates at the Trade Date of this Transaction and are not the result of deliberate actions of it or any of its affiliates with the intent to avoid its obligations under the terms of this Transaction. GSFM shall notify Counterparty if it makes such a determination in respect of any day or number of days; provided that such notice shall not specify, and GSFM shall not otherwise communicate to Counterparty, the reason for GSFM’s determination.

Any Exchange Business Day following the Effective Date up to and including the Maturity Date, (A) as designated by Counterparty in a Settlement Notice electing Physical Settlement that satisfies the Settlement Notice Requirements and is delivered to GSFM at least three (3) Scheduled Trading Days prior to such Physical Settlement Date or (B) as provided by Section 8 of this Confirmation; provided that if no such notice is delivered, and the Base Amount is at such time greater than zero (0), the Maturity Date shall be the Physical Settlement Date; provided further that if the Physical Settlement Date so designated or the Maturity Date is a Suspension Day, the Physical Settlement Date shall be deferred until the first succeeding Clearance System Business Day that is an Exchange Business Day and is not a Suspension Day.

If Physical Settlement applies, on each Physical Settlement Date Counterparty shall deliver to GSFM a number of Shares equal to the

Settlement Shares for such Physical Settlement Date, and GSFM shall deliver to Counterparty, by wire transfer of immediately available funds to an account designated by Counterparty, an amount in cash equal to the Physical Settlement Amount for such Physical Settlement Date, on a delivery versus payment basis.

For any Physical Settlement Date, an amount in cash equal to the product of the Forward Price on such Physical Settlement Date and the number of Settlement Shares for such Physical Settlement Date.

Any Scheduled Trading Day, which is not a Disrupted Day, following the Effective Date up to and including the Maturity Date, as designated by Counterparty in a Settlement Notice electing Cash Settlement or Net Stock Settlement that satisfies the Settlement Notice Requirements and is delivered to GSFM at least three (3) Scheduled Trading Days prior to such Unwind Period Starting Date.

The period from and including the Unwind Period Starting Date through the Scheduled Trading Day on which the Remaining Hedge Amount is reduced to zero; provided that Counterparty may terminate an Unwind Period by designating a Scheduled Trading Day as the final day of such Unwind Period on at least three (3) Scheduled Trading Days’ prior notice to GSFM; provided further that no such termination shall be effective if the Scheduled Trading Day so designated is on or after the Maturity Date.

In respect of each Exchange Business Day during the Unwind Period, other than a Suspension Day or a Disrupted Day or as described below under “Other Forward,” a number of Shares equal to the actual number of Shares purchased by GSFM (or its affiliate) on such day in order to (i) close out GSFM’s open borrow position in respect of this Transaction (taking into account the obligations, if any, of Counterparty hereunder to deliver Shares to GSFM under “Net Stock Settlement” below), and (ii) if applicable, deliver to Counterparty in satisfaction of any obligation of GSFM hereunder to deliver Shares to Counterparty (including, without limitation, obligations under “Net Stock Settlement” below). GSFM agrees to use its reasonable good faith efforts (x) to effect the purchases of such Shares in accordance with Rule 10b-18(b)(2), (3) and (4) as if those sections applied to GSFM (or its affiliate), taking into account any applicable Securities and Exchange Commission no-action letters as appropriate and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond its control and (y) to complete the Unwind Period in a commercially reasonable number of days, subject to the limitations imposed by clause (x) and, if applicable, the Maximum Purchase Price (defined below). If a maximum purchase price per Share is specified by Counterparty in a Settlement Notice electing Cash Settlement (each such specified price, a “Maximum Purchase Price”), the Unwind Daily Share Amount in respect of each Exchange Business Day during the Unwind Period corresponding to such Settlement Notice shall not include any purchases of Shares effected at a price per Share in excess of the Maximum Purchase Price.

GSFM acknowledges that Counterparty has entered into a forward transaction for its Shares on the date hereof (the “Other Forward”) with an affiliate of Citigroup Global Markets, Inc. GSFM and Counterparty

agree that, in order to facilitate compliance with the provisions of Rule 10b-18, if Counterparty designates an Unwind Period with respect to the Other Forward and such Unwind Period for the Other Forward coincides for any period of time with any Unwind Period for this Transaction (the “Overlap Unwind Period”), Counterparty shall notify GSFM prior to the commencement of such Overlap Unwind Period and GSFM shall only be permitted to purchase Shares in respect of this Transaction on the Scheduled Trading Day specified by Counterparty in such notice and on every other Scheduled Trading Day thereafter during such Overlap Unwind Period (which, in each case, shall be a day with respect to which Counterparty shall have instructed, and obtained the agreement of, the Other Forward counterparty to refrain from purchasing Shares); provided that such Scheduled Trading Day specified by Counterparty in such notice must be either the first or the second Scheduled Trading Day during such Overlap Unwind Period. Following consultation with either of GSFM or Citibank, Counterparty may direct such party to effect a block purchase in accordance with Rule 10b-18(b)(4) on a day on which such party is permitted to purchase Shares pursuant to this paragraph; provided that Counterparty shall notify the other of GSFM or Citibank of the amount and date of such block purchase.

In respect of an Unwind Period, on the Unwind Period Starting Date for such Unwind Period, the Settlement Shares specified in the Settlement Notice relating to such Unwind Period. Thereafter, the Remaining Hedge Amount shall be reduced following the close of trading on each Exchange Business Day during the Unwind Period by the Daily Hedge Reduction Amount for such day.

In respect of each Exchange Business Day during the Unwind Period, the Unwind Daily Share Amount for such day (x) decreased, if Net Stock Settlement is applicable, by the Net Stock Settlement Daily Shares for such day, if such amount is positive, or (y) increased, if Net Stock Settlement is applicable, by the absolute value of the Net Stock Settlement Daily Shares for such day, if such amount is negative.

In respect of any Unwind Period, a period comprising the Scheduled Trading Days in any calendar week during such Unwind Period; provided that, for the avoidance of doubt, (a) the initial Settlement Period will commence on, and include, the Unwind Period Starting Date and (b) the final Settlement Period will end on, and include, the last day of such Unwind Period.

If Cash Settlement applies, if the Cash Settlement Daily Amount is a positive number, GSFM will owe the Cash Settlement Daily Amount to Counterparty. If the Cash Settlement Daily Amount is a negative number, Counterparty will owe the absolute value of the Cash Settlement Daily Amount to GSFM. The Cash Settlement Daily Amounts owed in respect of all Exchange Business Days within a Settlement Period shall be paid (as a single net payment in accordance with Section 2(c) of the Agreement) by Counterparty or GSFM, as the case may be, on the third Clearance System Business Day following the last Scheduled Trading Day of such Settlement Period.

In respect of each Exchange Business Day during the Unwind Period on which there is an Unwind Daily Share Amount, an amount

calculated by the Calculation Agent equal to: (i)(A) the Forward Price as of such day minus (B) the Execution Price for such day multiplied by (ii) the Unwind Daily Share Amount for such day.

For each Exchange Business Day during the Unwind Period on which there is an Unwind Daily Share Amount, the volume weighted average execution price of purchases by GSFM (or its affiliate) on such Exchange Business Day of a number of Shares equal to such Unwind Daily Share Amount, as calculated by the Calculation Agent. For the avoidance of doubt, during any Unwind Period for which Counterparty has elected Cash Settlement and specified a Maximum Purchase Price in the related Settlement Notice, such average shall not include any purchases of Shares for which the execution price per Share exceeds the Maximum Purchase Price.

If Net Stock Settlement applies, if the number of Net Stock Settlement Daily Shares is (i) a positive number, then GSFM shall owe a number of Shares to Counterparty equal to the Net Stock Settlement Daily Shares, or (ii) a negative number, then Counterparty shall owe a number of Shares to GSFM (or its designee) equal to the absolute value of the Net Stock Settlement Daily Shares. The Net Stock Settlement Daily Shares owed in respect of all Exchange Business Days within a Settlement Period shall be delivered (as a single net delivery in accordance with “Netting of Share Deliveries” below) by Counterparty or GSFM, as the case may be, on the third Clearance System Business Day following the last Scheduled Trading Day of such Settlement Period.

In respect of each Exchange Business Day during the Unwind Period on which there is an Unwind Daily Share Amount, an amount calculated by the Calculation Agent equal to: (i)(A) the Forward Price as of such day minus (B) the Execution Price for such day multiplied by (ii) the Daily Hedge Reduction Amount for such day divided by (iii) the Execution Price for such day.

For the avoidance of doubt, (i) the Physical Settlement Date and each day on which a payment or delivery is required under “Net Stock Settlement” shall be a Settlement Date for purposes of this Confirmation and the Equity Definitions and the provisions of Section 9.4 of the Equity Definitions shall apply and (ii) each day on which a payment is required under “Cash Settlement” shall be a Cash Settlement Payment Date for purposes of this Confirmation and the Equity Definitions and the provisions of Section 8.8 of the Equity Definitions shall apply.

With respect to this Confirmation, any obligation to deliver Shares for settlement on the same date by GSFM, on the one hand, and Counterparty, on the other hand, shall be netted. The resulting Share delivery obligation of a party upon such netting shall be rounded down to the nearest number of whole Shares, such that neither party shall be required to deliver any fractional number of Shares.

Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, GSFM shall not be entitled to receive, and Counterparty shall not be entitled to require GSFM to accept, Shares hereunder to the extent (but only to the extent) that such receipt

would result directly or indirectly in “beneficial ownership” (within the meaning of Section 13(d) and Section 16 of the Exchange Act, except as provided below) by GSFM, together with any entities subject to aggregation with GSFM, (collectively, “GS entities”), equal to or in excess of 4.9% of the outstanding Shares. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the GS entities directly or indirectly so beneficially owning 4.9% or more of the outstanding Shares. If any delivery owed to GSFM hereunder is not made, in whole or in part, as a result of this provision, neither Counterparty’s obligation to make such delivery, nor GSFM’s obligation to make payments in respect of such delivery, shall be extinguished and Counterparty shall make such delivery, and GSFM shall make the corresponding payments, as promptly as practicable after, but in no event later than one Clearance System Business Day after, GSFM gives notice to Counterparty that such delivery would not result in the GS entities directly or indirectly so beneficially owning 4.9% or more of the outstanding Shares; provided , however, that GSFM shall deliver to Counterparty the requisite notices to permit Counterparty to deliver the full number of Settlement Shares pursuant to each Physical Settlement not later than five (5) Exchange Business Days following the Physical Settlement Date. For purposes of the definition of “beneficial ownership” as used in this provision, no effect shall be given to any provisions of Section 13(d) of the Exchange Act (or rules thereunder) that would attribute to the GS entities any Shares owned by Citibank or any of its affiliates (collectively, the “Citibank entities”), and vice versa, to the extent such attribution would result from the participation of the GS entities and the Citibank entities in the activities contemplated in the Registration Agreement or as described above under “Other Forward” (it being understood that nothing in this Agreement shall constitute a determination or admission that such attribution is required).

Calculation Agent Adjustment; provided that the definition of “Potential Adjustment Event” in Section 11.2(e) of the Equity Definitions is hereby amended by deleting Section 11.2(e)(iii) thereof.

Any dividend amount per Share (declared by the Issuer to holders of record of a Share where the date on which the Shares commence trading ex-dividend on the Exchange will occur prior to the final Cash Settlement Payment Date or Settlement Date, as the case may be).

Modified Calculation Agent Adjustment

Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration.

Component Adjustment

GSFM

Not Applicable

Negotiated Close-out; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The NASDAQ National Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange; provided , further , that any announcement by the Exchange that the Shares will cease to be listed, traded or publicly quoted on the Exchange shall not constitute a Delisting during any applicable compliance period, accepted compliance plan period or applicable cure period prior to the actual delisting of such Shares or during any applicable hearing or appeal period which effects a stay of the actual delisting of the Shares (including the applicable period during w