AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

Exhibit 4.1

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

of

VIRGIN MOBILE USA, INC.

by and among

VIRGIN MOBILE USA, INC.,

CORVINA HOLDINGS LIMITED,

CORTAIRE LIMITED,

SK TELECOM USA HOLDINGS, INC.

and

SPRINT VENTURES, INC.

Dated as of August 22, 2008

TABLE OF CONTENTS

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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 ”.

RECITALS

WHEREAS, Virgin and Sprint are stockholders of the Company and have previously entered into a Stockholders’ Agreement, dated as of October 16, 2007 (the “Original Agreement”), which provides for certain of their rights and obligations regarding the management of the Company, the transfer of the Equity Securities (as defined herein) of the Company and certain other rights and obligations of the parties as set forth therein;

WHEREAS, the Company, Virgin Mobile USA, L.P., a Delaware limited partnership (“ VMU Opco ”), Helio, Inc., a Delaware corporation, Helio LLC, a Delaware limited liability company, SK Telecom, EarthLink, Inc., a Delaware corporation, and Corvina have entered into a Transaction Agreement, dated as of June 27, 2008 (the “ Transaction Agreement ”);

WHEREAS, following the consummation of the transactions contemplated by the Transaction Agreement, SK Telecom will become a stockholder of the Company and will beneficially own Equity Securities; and

WHEREAS, the parties hereto wish to add SK Telecom as a party and amend and restate the Original Agreement in certain other respects.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the Company and the Stockholders hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.  Certain Defined Terms . As used herein, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person.

“ Amended and Restated PCS Services Agreement ” shall mean the Amended and Restated PCS Services Agreement between the Company and Sprint Spectrum, L.P., governing the provision of telecommunication services by Sprint Spectrum, L.P. to the Company, dated as of October 16, 2007, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Applicable Law ” means, with respect to any Person, any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any governmental authority or the Exchange, applicable to such Person or its Subsidiaries or their respective assets.

“ Audit Committee ” has the meaning assigned to such term in Section 2.2(b).

“ beneficial owner ” or “ beneficially own ” has the meaning given such term in Rule 13d-3 under the Exchange Act and a Person’s beneficial ownership of Equity Securities of the Company shall be calculated in accordance with the provisions of such Rule; provided , however , that for purposes of determining beneficial ownership, no Person shall be deemed to beneficially own any security solely as a result of such Person’s execution of this Agreement.

“ Board ” means the Board of Directors of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“ By-laws ” means the By-laws of the Company, as in effect on the date hereof and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the terms of the Charter and the terms of this Agreement.

“ CEO Designee ” has the meaning assigned to such term in Section 2.1(a).

“ Change of Control ” means:

(i) A transaction of merger, reorganization, consolidation or similar form of business transaction directly involving the Company or indirectly involving the Company through one or more intermediaries unless, immediately following such transaction, more than 50% of the voting power of the then outstanding voting stock of the Company resulting from consummation of such transaction (including, without limitation, any parent or ultimate parent corporation of such Person that as a result of such transaction owns directly or indirectly the Company and all or substantially all of the Company’s assets) is held by the existing stockholders of the Company; or

(ii) the Company, directly or indirectly, sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to another Person; or

(iii) the acquisition of control of the Company by a Person or group of Persons. For the purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to either (a) vote more than fifty percent (50%) of the securities having ordinary voting power for the election of directors (or comparable positions in the case of partnerships and limited liability companies), or (b) direct or cause the direction of the management and policies of such Person whether by contract or otherwise (for the avoidance of doubt, consent rights do not constitute control for the purpose of this definition); or

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(iv) individuals who constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date of this Agreement, whose election or nomination for election is either (A) contemplated by a written agreement among stockholders of the Company on the date of this Agreement or (B) was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided , however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to be an Incumbent Director; or

(v) the Company’s liquidation or dissolution.

“ Charter ” means the Amended and Restated Certificate of Incorporation of the Company, as in effect on the date hereof and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and the terms of this Agreement.

“ Common Stock ” means the Class A common stock, par value $0.01 per share, of the Company, which is entitled to one vote per share on all matters upon which stockholders are entitled to vote.

“ Compensation Committee ” has the meaning assigned to such term in Section 2.2(a).

“ CPI ” means the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, as published by the United States Department of Labor Bureau of Labor Statistics, or any successor organization.

“ control ” (including the terms “ controlled by ” and “ under common control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“ Controlled Company Event ” has the meaning assigned to such term in Section 2.1(d).

“ Controlled Company Event Date ” has the meaning assigned to such term in Section 2.1(d).

“ Director ” means any member of the Board.

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“ Direct Strategic Competitor ” shall mean

(1) For the purposes of Section 2.1(c): (i) with respect to Virgin, any of the following Persons and (x) their Subsidiaries as of the date hereof, (y) any other Person that becomes a Subsidiary of any such Person subsequent to the date hereof other than in connection with a Change of Control or other transaction that is not carried out as a means to evade the terms of this definition and (z) any other Person and its Subsidiaries that is one of the ten largest competitors of Virgin or its Affiliates in each of the commercial airline, electronic media distribution or music retailing industries as measured by worldwide revenues at the time the relevant nomination, Transfer or Change of Control occurs (understanding that the names set forth herein may not be the formal legal names of such Persons): British Airways, Continental Airlines, Delta Air Lines, AMR Corporation, UAL Corporation, US Airways Group, Qantas Airways, Air New Zealand Limited, British Midland, Lufthansa, Viacom, Inc., HMV Media Group, Trans World Entertainment Corp, BT Wireless Ltd, BT plc, Orange SA, France Telecom, Telstra, Telefonica, Telecom Italia, Telecom Italia Mobile, Vodafone Group, Hutchison Whampoa, Bertelsman A.G., EMI Group, Sony Music Entertainment, Universal Music Group, Vivendi Universal S.A., British Sky Broadcasting Ltd., Tiscali Italia S.p.a., the Carphone Warehouse and Warner Music Group, provided however that for the avoidance of doubt, neither Sprint and its Affiliates and any Ultimate Corporate Parent of Sprint and its Affiliates nor SK Telecom and its Affiliates and any Ultimate Corporate Parent of SK Telecom and its Affiliates shall be deemed to be such a Person as is referred to in this sub-clause (1)(i); (ii) with respect to Sprint, any Person that together with its Affiliates (A) is primarily engaged, directly or indirectly, in the business of providing any Telecommunications Services or (B) derives at least $1 billion in annual revenues (based on the latest available financial statements at the time the relevant nomination, Transfer or Change of Control occurs, which threshold will be adjusted as of the first day of each calendar year based on changes in the CPI from the date hereof) from the provision of any Telecommunications Services; provided however that for the avoidance of doubt, neither Virgin and its Affiliates and any Ultimate Corporate Parent of Virgin and its Affiliates nor SK Telecom and its Affiliates and any Ultimate Corporate Parent of SK Telecom and its Affiliates shall be deemed to be such a Person as is referred to in this sub-clause (1)(ii); and (iii) with respect to SK Telecom, any Person that together with its Affiliates (A) is primarily engaged, directly or indirectly, in the business of providing any Telecommunications Services or (B) derives at least $1 billion in annual revenues (based on the latest available financial statements at the time the relevant nomination, Transfer or Change of Control occurs, which threshold will be adjusted as of the first day of each calendar year based on changes in the CPI from the date hereof) from the provision of any Telecommunications Services; provided however that for the avoidance of doubt, neither Virgin and its Affiliates and any Ultimate Corporate Parent of Virgin and its Affiliates nor Sprint and its Affiliates and any Ultimate Corporate Parent of Sprint and its Affiliates shall be deemed to be such a Person as is referred to in this sub-clause (1)(iii); and

(2) For the purposes of Section 2.6(ii): (i) with respect to Virgin, any person which by itself or by its Affiliates (A) generates annual revenues of $500 million or more from Telecommunication Services (based on the latest available financial statements at the time the relevant Change of Control occurs, which threshold will be adjusted as of the first day of each calendar year based on changes in the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, as published by the United States Department of Labor

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Bureau of Labor Statistics, or any successor organization, from the date hereof) or (B) is, or has an equity stake in excess of fifty percent (50%) in, one of the ten (10) largest competitors of Virgin or its Affiliates in any of the commercial airline, electronic media distribution, physical entertainment retailing, telecommunications or retail financial services industries as measured by worldwide revenues at the time the relevant Change of Control occurs, and (x) such person’s holding companies, Affiliates or subsidiaries as of the date hereof and (y) any other person that becomes a holding company, Affiliate or subsidiary of any such person subsequent to the date hereof other than in connection with a Change of Control or other transaction that is not carried out as a means to evade the terms of this definition; (ii) with respect to Sprint, any Person that together with its Affiliates (A) is primarily engaged, directly or indirectly, in the business of providing any Telecommunications Services or (B) derives at least $1 billion in annual revenues (based on the latest available financial statements at the time the relevant nomination, Transfer or Change of Control occurs, which threshold will be adjusted as of the first day of each calendar year based on changes in the CPI from the date hereof) from the provision of any Telecommunications Services; (iii) with respect to SK Telecom, any Person that together with its Affiliates (A) is primarily engaged, directly or indirectly, in the business of providing any Telecommunications Services in South Korea or (B) derives at least $1 billion in annual revenues (based on the latest available financial statements at the time the relevant nomination, Transfer or Change of Control occurs, which threshold will be adjusted as of the first day of each calendar year based on changes in the CPI from the date hereof) from the provision of any Telecommunications Services; and (iv) with respect to the Company, any Person (other than Virgin, Sprint, SK Telecom and their respective Affiliates) that has a share of the mobile telecommunications market in the United States of America, the U.S. Virgin Islands or Puerto Rico, as measured by the number of subscribers, equal to or exceeding ten percent (10%).

For purposes of this definition, the term “ Telecommunications Services ” means services commonly associated with telecommunications, including without limitation, (i) wireline local and long distance telecommunications services, (ii) voice and data telecommunications services, (iii) Internet transport, hosting, security and managing services, and (iv) wireless services.

“ Equity Securities ” means any and all shares of common stock of the Company and any securities issued in respect thereof, including (i) Common Stock, which is entitled to one vote per share on all matters upon which stockholders are entitled to vote; (ii) Class B common stock of the Company, which is entitled to a number of votes per share on all matters upon which stockholders are entitled to vote that is equal to the number of shares of Class A common stock into which the partnership units in the Operating Partnership then held by the holder of such Class B common stock is exchangeable pursuant to the terms of the Charter and the Limited Partnership Agreement; (iii) Class C common stock of the Company, which is entitled to one vote per share on all matters upon which stockholders are entitled to vote and is convertible into Class A common stock on a one-for-one basis at any time; (iv) securities of the Company or the Operating Partnership convertible into, or exchangeable for, such shares, and options, warrants or other rights to acquire such shares; and (v) any securities issued in substitution for the securities described in clauses (i)-(iv) above in connection with any conversion, exchange, stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

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“ Exchange ” means the New York Stock Exchange or such other stock exchange or securities market on which the Common Stock is at any time listed or quoted.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ GAAP ” means generally accepted accounting principles, as in effect in the United States of America from time to time.

“ Independent Designee ” has the meaning assigned to such term in Section 2.1(a).

“ Independent Director ” shall mean an “independent director” as such term is used in the listing requirements of the Exchange.

“ IPO Agreements ” has the meaning assigned to such term in Section 4.1(b).

“ Limited Partnership Agreement ” shall mean the limited partnership agreement of the Operating Partnership, dated October 16, 2007, as it may be amended from time to time.

“ Losses ” has the meaning assigned to such term in Section 4.1.

“ New Issuance ” has the meaning assigned to such term in Section 3.3(a).

“ Notice of Election ” has the meaning assigned to such term in Section 3.2(b).

“ Notice of Issuance ” has the meaning assigned to such term in Section 3.3(b).

“ Offeree Stockholders ” has the meaning assigned to such term in Section 3.2(a).

“ Operating Partnership ” means Virgin Mobile USA, L.P., a Delaware limited partnership, or any successor thereto.

“ Option Period ” has the meaning assigned to such term in Section 3.2(b).

“ Permitted Transferee ” shall mean an Affiliate of a Stockholder; provided , however , that prior to consummation of a Transfer to such Transferee, such Transferee shall agree in writing in the form attached as Exhibit A hereto to become party to, and to be bound by and to comply with all applicable provisions of, this Agreement. For the avoidance of doubt, (A) with respect to Virgin, Permitted Transferees shall include (i) Sir Richard Branson, (ii) any trust or other entity created by Sir Richard Branson or any member of his family, the principal beneficiaries of which are Sir Richard Branson and/or members of his family, (iii) any spouse of Sir Richard Branson or any lineal descendants (whether natural or adopted) of Sir Richard Branson’s grandparents and their spouses, (iv) any personal representative of Sir Richard Branson or any of the Persons referred to in (iii) above acting within that capacity and (v) any trust or other entity which is directly or indirectly controlled by any person or entity referred to in clauses (i) through (iv) above or by any combination of them and (B) any third party acquirer of Equity Securities from a Stockholder, other than a third party acquirer of the Ultimate Corporate Parent of Virgin, Sprint or SK Telecom, shall not be considered a Permitted Transferee and shall not succeed as a party to this Agreement.

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“ Percentage Interest ” shall mean, at the time of determination with respect to any Stockholder, the voting power collectively held by such Stockholder and its Affiliates as a percentage of the voting power attributable to all shares of Voting Securities then outstanding. For purposes of this definition, (i) SK Telecom shall be deemed to hold voting power over the equivalent number of shares of Class A Common Stock into which the common limited partnership units of VMU Opco received by it pursuant to the terms of the Transaction Agreement would be exchangeable and the equivalent number of shares of Class A Common Stock into which the shares of Series A Convertible Preferred Stock of the Company received by it pursuant to the terms of the Transaction Agreement would be convertible, in each case as though the stockholders of the Company approved (x) the issuance of the Class B Common Stock, par value $0.01 per share, of the Company in respect of the common limited partnership units of VMU Opco and (y) the granting of voting rights in respect of the Series A Convertible Preferred Stock of the Company and (ii) Virgin shall be deemed to hold voting power over the equivalent number of shares of Class A Common Stock into which the shares of Series A Convertible Preferred Stock of the Company received by it pursuant to the terms of the Transaction Agreement would be convertible as though the stockholders of the Company approved the granting of voting rights in respect of the Series A Convertible Preferred Stock of the Company.

“ Person ” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization, government or any agency or political subdivisions thereof or any group comprised of two or more of the foregoing.

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of October 16, 2007, among the Company and each of the Stockholders and the other parties thereto, as amended.

“ Sale Notice ” has the meaning assigned to such term in Section 3.2(a).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Simple Majority ” shall mean a majority of the Directors present at a meeting which has been duly called and at which a quorum was present at the time any matter is being voted upon.

“ SK Designee ” means any Director designated by SK Telecom pursuant to Section 2.1(a) of this Agreement.

“ Subscription Right Pro Rata Share ” has the meaning assigned to such term in Section 3.3(a).

“ Sprint Designee ” means any Director designated by Sprint pursuant to Section 2.1(a) of this Agreement.

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“ Stockholder ” has the meaning set forth in the recitals.

“ Stockholder Designees ” has the meaning assigned to such term in Section 2.1(a).

“ Stockholder Indemnitee ” has the meaning assigned to such term in Section 4.1.

“ Subject Securities ” has the meaning assigned to such term in Section 3.2(a).

“ Subsidiary ” means (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by another entity, either directly or indirectly, and (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which an entity is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner.

“ Supermajority ” shall mean a majority of all Directors then serving on the Board at the time of the applicable vote.

“ Tax Receivable Agreement ” shall mean that certain tax receivable agreement, dated October 16, 2007, between the Company and Corvina.

“ Transfer ” (including the terms “Transferring” and “Transferred”) means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Equity Securities beneficially owned by a Person or any interest in any Equity Securities beneficially owned by a Person.

“ Transferee ” means any Person to whom any Stockholder or any Transferee thereof Transfers Equity Securities of the Company in accordance with the terms hereof.

“ Ultimate Corporate Parent ” shall mean (i) with respect to Virgin and any Permitted Transferee of Virgin, the top holding company entity controlled by (1) Richard Branson, (2) the trustees of any trust created by Richard Branson, the principal beneficiaries of which are Richard Branson and/or members of his family, (3) any spouse of Richard Branson, any lineal descendant of Richard Branson’s grandparents, (4) any personal representative of Richard Branson or any of the Persons referred to in (3) above acting within that capacity or (5) any Person which is directly or indirectly controlled by any Person referred to in (1) – (4) above or any combination of them; (ii) with respect to SK Telecom and any Permitted Transferee of SK Telecom, SK Telecom Co., Ltd.; (iii) with respect to Sprint and any Permitted Transferee of Sprint, Sprint Nextel Corporation; or (iv) with respect to any of the above, such other corporate or similar entity which is the legal successor of such Ultimate Corporate Parent or which becomes the holder of the legal title to all or substantially all of the assets of such Ultimate Corporate Parent.

If, at any time, a Person’s Ultimate Corporate Parent, as named in clauses (i) through (iv) above, as the case may be, ceases to control such Person, then the provisions of this Agreement shall cease to apply to such named Ultimate Corporate Parent, but will apply to the corporate or

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similar entity determined to be such Person’s Ultimate Corporate Parent in accordance with clause (iv) above, provided that the foregoing shall not affect the rights and remedies that may be available hereunder as a result of such change in control (if any).

“ Virgin Controlled Entities ” shall mean the Ultimate Corporate Parent of Virgin and all of its Affiliates.

“ Virgin Designee ” means any Director designated by Virgin pursuant to Section 2.1(a) of this Agreement.

“ Virgin Trademark License Agreement ” shall mean the Trademark License Agreement between Virgin Enterprises Limited and the Company, regulating the use of the “Virgin” brand by the Company, dated as of October 16, 2007.

“ Voting Securities ” means, at any time, any class of Equity Securities of the Company, which are then entitled to vote generally in the election of Directors.

SECTION 1.2.  Other Definitional Provisions . (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE II

CORPORATE GOVERNANCE

SECTION 2.1.  Board Representation . (a) Effective as of the Closing (as defined in the Transaction Agreement) and subject to this Section 2.1, the Board shall be comprised of eleven (11) Directors of whom:

(i) two (2) shall be designees of SK Telecom (such persons, the “ SK Telecom Designees ”); provided , however , that (A) if at any time the Percentage Interest held by SK Telecom is less than ten percent (10%) but more than or equal to five percent (5%), then SK Telecom shall have the right to designate one (1) Director to the Board; and (B) if at any time the Percentage Interest held by SK Telecom is less than five percent (5%), then SK Telecom shall not have the right to designate any Directors to the Board pursuant to this Agreement; provided that for the purposes of clauses (A) and (B) above, any increase in the Percentage Interest held by SK Telecom subsequent to the date of any determination shall not increase the number of Directors that SK Telecom has the right to designate pursuant to this Section 2.1(a)(i);

(ii) two (2) shall be designees of Sprint (such persons, the “ Sprint Designees ”); provided , however , that (A) if at any time the Percentage Interest held by Sprint is less ten percent (10%) but more than or equal to five percent (5%), then Sprint shall have the right to designate one (1) Director to the Board; and (B) subject to the

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second succeeding proviso, if at any time the Percentage Interest held by Sprint is less than five percent (5%), then Sprint shall not have the right to designate any Directors to the Board pursuant to this Agreement; provided that for the purposes of clauses (A) and (B) above, any increase in the Percentage Interest held by Sprint subsequent to the date of any determination shall not increase the number of Directors that Sprint has the right to designate pursuant to this Section 2(a)(ii); and provided , further , that so long as the Amended and Restated PCS Services Agreement remains in effect, Sprint shall have the right to designate one (1) Director to the Board, irrespective of Sprint’s Percentage Interest.

(iii) three (3) shall be designees of Virgin (such persons, the “ Virgin Designees ” and, together with the SK Telecom Designees and the Sprint Designees, the “ Stockholder Designees ”); provided , however , that (A) if at any time the Percentage Interest held by Virgin is less than twenty-five percent (25%) but more than or equal to ten percent (10%), then Virgin shall have the right to designate two (2) Directors to the Board; (B) if at any time the Percentage Interest held by Virgin is less than ten percent (10%) but more than or equal to five percent (5%), then Virgin shall have the right to designate one (1) Director to the Board; and (C) subject to the second succeeding proviso, if at any time the Percentage Interest held by Virgin is less than five percent (5%), then Virgin shall not have the right to designate any Directors to the Board pursuant to this Agreement; provided that for the purposes of clauses (A), (B) and (C) above, any increase in the Percentage Interest held by Virgin subsequent to the date of any determination shall not increase the number of Directors that Virgin has the right to designate pursuant to this Section 2.1(a)(iii); and provided , further , that so long as the Virgin Trademark License Agreement remains in effect, Virgin shall have the right to Designate one (1) Director to the Board, irrespective of Virgin’s Percentage Interest;

(iv) three (3) shall be Independent Directors (any Independent Director, an “ Independent Designee ” and collectively, the Independent Designees ”); and

(v) one (1) shall be the Chief Executive Officer of the Company in office at the time of designation (the “ CEO Designee ”), unless otherwise determined by a Supermajority of Directors, and who shall initially be Daniel H. Schulman.

(b) SK Telecom, Sprint and Virgin shall provide each other with written notice of the names of their respective Stockholder Designees five (5) business days prior to nominating any such Stockholder Designee to serve on the Board;

(c)(i) Neither Sprint nor Virgin shall nominate a Stockholder Designee that is then serving as a director, member, partner, executive officer, other employee or agent of a Direct Strategic Competitor of SK Telecom; (ii) neither SK Telecom nor Sprint shall nominate a Stockholder Designee that is then serving as a director, member, partner, executive officer, other employee or agent of a Direct Strategic Competitor of Virgin; and (ii) neither SK Telecom nor Virgin shall nominate a Stockholder Designee that is then serving as a director, member, partner, executive officer, other employee or agent of a Direct Strategic Competitor of Sprint. In the event that a Stockholder Designee serving as Director becomes otherwise ineligible to be nominated by SK Telecom, Sprint or Virgin, as the case may be, pursuant to this Section 2.1(c),

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then SK Telecom, Sprint or Virgin, as applicable, shall use its reasonable best efforts to cause the removal or resignation of such Stockholder Designee within one year after such Stockholder Designee becomes ineligible.

(d) Notwithstanding anything to the contrary provided elsewhere in this Agreement, on the date (the “ Controlled Company Event Date ”) that is one year after the date on which the Company ceases to qualify as a “controlled company” within the meaning of the rules of the Exchange (a “ Controlled Company Event ”), Virgin shall cease to have the right to designate more than two (2) Virgin Designees, Sprint shall cease to have the right to designate more than one (1) Sprint Designee and SK Telecom shall cease to have the right to designate more than one (1) SK Telecom Designee. Immediately prior to the occurrence of the Controlled Company Event Date, each of Virgin, Sprint and SK Telecom shall use its reasonable best efforts to cause the removal or resignation of the appropriate number of their respective Stockholder Designees. The vacancies created thereby shall be filled with a number of Independent Directors, and/or the size of the Board shall be decreased to eliminate any further vacancies, in each case such that the number of Independent Directors shall