On December 4, 2008, Virgin Mobile USA, Inc. (the "Company") entered into a voting agreement with SK Telecom USA, Inc. ("SK Telecom"). On December 9, 2008, the Company entered into additional, separate agreements with each of Corvina Holdings Limited, an affiliate of the Virgin Group (the "Virgin Group") and Sprint Ventures, Inc., an affiliate of Sprint Nextel Corporation ("Sprint Nextel" and each of the Virgin Group, Sprint Nextel and SK Telecom, a "Controlling Stockholder"). Under the terms of the respective agreements, each Controlling Stockholder has agreed to vote its shares of the Company's capital stock in favor of a proposal to increase the shares reserved for issuance under the Company's 2007 Omnibus Incentive Compensation Plan (the "Omnibus Plan") at a special meeting of Company stockholders. Sprint Nextel has agreed to vote its Class B common stock in favor of the proposal so long as it continues to be recommended by the majority of independent directors of the Company at the time of the special meeting. The Virgin Group has agreed to vote its stock in favor of the proposal so long as it continues to be approved by the majority of the full Board of Directors of the Company at the time of the special meeting. These votes will be counted to satisfy the approval requirements of the New York Stock Exchange.

As of December 9, 2008, taking into account the conversion of SK Telecom's interest in Virgin Mobile USA, L.P. (the "Operating Partnership") into Class A common stock of the Company as described in Item 8.01 of the Company's Current Report on Form 8-K filed on December 5, 2008, the Controlling Stockholders collectively represented approximately 60% of the voting power of the Company's capital stock.

The voting agreements between the Company and the Virgin Group, Sprint Nextel and SK Telecom are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively.

(d) Exhibits.

Exhibit No.       Description of Exhibit
   10.1           Voting Agreement between Virgin Mobile USA, Inc. and Corvina
                  Holdings Limited, dated as of December 9, 2008

   10.2           Voting Agreement between Virgin Mobile USA, Inc. and Sprint
                  Ventures, Inc., dated as of December 9, 2008

   10.3           Voting Agreement between Virgin Mobile USA, Inc. and SK Telecom
                  USA, Inc., dated as of December 4, 2008