VOTING AGREEMENTVoting Agreement • September 5th, 2008 • Sk Telecom Co LTD • Radiotelephone communications • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of June 27, 2008, by and between SK Telecom USA Holdings, Inc., a Delaware corporation (“SK Telecom”), the Person executing this Agreement as “Stockholder” on the signature page hereto (the “Stockholder”) and, solely for purposes of Sections 5.1 and 6.8, Virgin Mobile USA, Inc., a Delaware corporation (“Parent”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 5th, 2008 • Sk Telecom Co LTD • Radiotelephone communications
The undersigned hereby agree that this statement on Schedule 13D dated September 5th, 2008 with respect to the Class A common stock of Virgin Mobile USA, Inc. is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2008 • Sk Telecom Co LTD • Radiotelephone communications
This AMENDMENT NO. 1 (this “Amendment”), dated as of August 22, 2008, amends the Registration Rights Agreement, dated as of October 16, 2007 (the “Registration Rights Agreement”), by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), Corvina Holdings Limited, a company incorporated in the British Virgin Islands, (“Corvina”), Cortaire Limited, a company incorporated in the British Virgin Islands (“Cortaire” and together with Corvina, “Virgin”), Sprint Ventures, Inc., a Kansas corporation (“Sprint”), Best Buy Co., Inc., a Minnesota corporation, and Freedom Wireless, Inc., a Nevada corporation.
Amended and Restated Stockholders AgreementStockholders Agreement • September 5th, 2008 • Sk Telecom Co LTD • Radiotelephone communications • New York
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered as of August 22, 2008, by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), Corvina Holdings Limited, a company incorporated in the British Virgin Islands (“Corvina”), Cortaire Limited, a company incorporated in the British Virgin Islands (“Cortaire” and together with Corvina, “Virgin”), SK Telecom USA Holdings, Inc., a Delaware corporation (“SK Telecom”), and Sprint Ventures, Inc., a Kansas corporation (“Sprint”). Virgin, SK Telecom and Sprint, together with each Person who becomes a party hereto pursuant to Section 3.1, are referred to individually as a “Stockholder” and together as the “Stockholders”.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF VIRGIN MOBILE USA, L.P. Dated as of August 22, 2008Limited Partnership Agreement • September 5th, 2008 • Sk Telecom Co LTD • Radiotelephone communications • Delaware
This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Virgin Mobile USA, L.P. (the “Partnership”) is made as of the 22nd day of August, 2008, by and among VMU GP I, LLC, a limited liability company organized under the laws of the State of Delaware, as General Partner (as defined herein) of the Partnership, Bluebottle USA Holdings L.P., a limited partnership formed under the laws of the State of Delaware, as a Limited Partner (as defined herein) of the Partnership, Virgin Mobile USA, Inc., a Delaware corporation, as a Limited Partner of the Partnership (the “Ultimate Parent”), Sprint Ventures, Inc., a Delaware corporation, as a Limited Partner of the Partnership, and the other Limited Partners of the Partnership admitted in accordance with this Agreement.
TRANSACTION AGREEMENT by and among VIRGIN MOBILE USA, INC. VIRGIN MOBILE USA, L.P. HELIO, INC. HELIO LLC SK TELECOM USA HOLDINGS, INC. EARTHLINK, INC. and CORVINA HOLDINGS LIMITED Dated as of June 27, 2008Transaction Agreement • September 5th, 2008 • Sk Telecom Co LTD • Radiotelephone communications • Delaware
TRANSACTION AGREEMENT, dated as of June 27, 2008 (this “Agreement”), by and among Virgin Mobile USA, Inc., a Delaware corporation (“Parent”), Virgin Mobile USA, L.P., a Delaware limited partnership and wholly-owned subsidiary of Parent (“Virgin Opco”), Helio, Inc., a Delaware corporation (“Helio”), Helio LLC, a Delaware limited liability company (the “Company”), SK Telecom USA Holdings, Inc., a Delaware corporation (“SKT”), EarthLink, Inc., a Delaware corporation (“EarthLink”, and together with Helio and SKT, the “Sellers”), and Corvina Holdings Limited, a British Virgin Islands company (“Virgin Group”).
