· shares Virgin Mobile USA, Inc. Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
On the date hereof, the business of the Company is conducted through Virgin Mobile USA, LLC, a Delaware limited liability company (“VMU LLC”) which shall as part of the Reorganization, referred below, convert into Virgin Mobile USA, L.P., a Delaware limited partnership (the “Operating Partnership”). In connection with the offering contemplated by this Agreement, the Company will enter into a series of reorganization transactions (the “Reorganization”) as described in the most recent Preliminary Prospectus (defined hereinafter) pursuant to the Reorganization and Unit Purchase Agreement, among [ , and ] dated as of [ ], 2007 (the “Reorganization Agreement”). The Reorganization will be consummated simultaneously with the purchase and sale of the Firm Stock pursuant to this Agreement. Following the Reorganization and the consummation of the transactions contemplated by this Agreement, the Company will be a holding company and will hold all outstanding limited liability company interests in
FORM OF VIRGIN MOBILE USA, INC. REORGANIZATION AND PURCHASE AGREEMENT Dated as of October [ ], 2007Reorganization and Purchase Agreement • October 3rd, 2007 • Virgin Mobile USA, Inc. • Radiotelephone communications • New York
THIS REORGANIZATION AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October [_], 2007 by and among Virgin Mobile USA, Inc., a Delaware corporation (the “Company”), Virgin Mobile USA, LLC, a Delaware limited liability company (“VMU”), 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”), VMU GP, LLC, a newly formed Delaware limited liability company, (“VMU GP”), VMU GP1, LLC, a newly formed Delaware limited liability company (“VMU GP1”), Bluebottle USA Holdings L.P., a Delaware limited partnership (“Holdings”), Bluebottle USA Investments L.P., a Delaware limited partnership (“Investments”), Best Buy Co., Inc., a Minnesota corporation (“Best Buy”), Freedom Wireless, Inc., a Nevada corporation (“Freedom Wireless”), Frances Farrow, an individual (“Farrow
