CERTIFICATE OF ELIMINATION
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
LEAP WIRELESS INTERNATIONAL, INC.
(Pursuant to Section 151 of
the
General Corporation Law of the State of Delaware)
Leap
Wireless International, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware
(hereinafter called the “ Company ”), in
accordance with the provisions of Section 151(g) of the General
Corporation Law, hereby certifies as follows:
1. That,
pursuant to Section 151 of the General Corporation Law of the
State of Delaware and authority granted in the Amended and Restated
Certificate of Incorporation of the Company, the Board of Directors
of the Company, by resolution duly adopted, authorized the issuance
of a series of one hundred sixty thousand (160,000) shares of
Series A Junior Participating Preferred Stock, par value
$.0001 per share (the “ Series A Preferred Stock
”), and established the rel