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TERMS AND CONDITIONS FOR VIRGIN MOBILE FREE I.P. OFFER

There will be sixteen (16) Offer Periods beginning November 25, 2009 and ending January 11, 2010 ("Offer Periods") as outlined in the chart below. Open only to legal residents of the United States residing within one hundred (100) miles of each of the markets listed in the chart below (each, a "Market") who are 16 years of age or older. Employees of Virgin Mobile USA, L.P. ("Sponsor"), Trymark Consulting Group, L.L.C. and their respective parents, affiliates, subsidiaries, advertising and promotion agencies, retailers, distributors and suppliers, and the immediate families (spouse, parents, children and siblings and their respective spouses, regardless of where they reside) and individuals living in the same households of any of the foregoing individuals, whether or not related, are ineligible to participate or receive any tickets. Eligible minors must obtain their parents' or legal guardians' permission prior to participating in a volunteer activity. Volunteers who are eligible minors must submit a signed Parental Consent Form, available from the "Downloadable Forms & Manuals" section of the home page once logged in at http://ladyvirgin.com/freeip/volunteers.php before participating in a volunteer activity. Void outside the one hundred (100)-mile radius of each Market and where prohibited by law. To participate in the offer, during the applicable Offer Period, select the Market applicable to you and volunteer for at least eight (8) hours (or prepare and submit at least ten (10) Service Assistance Kits, as applicable) (each, a "Service Kit") over the course of the applicable Offer Period to help end youth homelessness at the participating Virgin Mobile RE*Generation charitable partner (organization restrictions and/or qualifications may apply). Method of volunteer work and assignments required (either on-site volunteer activities or assembling Service Kits), time periods during which volunteer projects will be available, and other details relating to volunteer work to be determined by each charitable partner. Service Kits may be submitted as part of the volunteer work in select Markets, as determined by each charitable partner, in its sole discretion. You may only volunteer in one (1) Market. Certain charitable partner restrictions and/or qualifications may apply. Please go to http://ladyvirgin.com/freeip for more details. To participate, participants must complete a Volunteer Sign-up Form (provided at http://ladyvirgin.com/freeip) and select their Market and assignment(s). During the sign-up process, you must provide your first and last name, date of birth, complete mailing address, e-mail address and phone number (including area code). Once the sign-up form is approved, participant will receive an e-mail containing a link to access his/her account. If a charitable partner requires a participant to volunteer by assembling Service Kits, he/she must follow the specific instructions provided under the project descriptions on the website and submit a completed Service Kit Reporting Form when he/she drops of the Service Kits at the charitable partner (participant should keep the receipt portion of the form for their records). Volunteers will be able to sign up on a first come, first served basis.

If there are more volunteers for any volunteer project than the number permitted by the charitable partner, Sponsor shall endeavor to post a service notice for that volunteer project on the landing page http://ladyvirgin.com/freeip, stating that the applicable volunteer project is closed; however, alternate volunteers may be permitted to sign up for certain volunteer projects and asked to participate if the original volunteers are unable to complete their assignments. Participants who sign up as alternates will be contacted via the email address provided as part of their Volunteer Sign-up Form if a participant drops out of the volunteer project. Sponsor will endeavor to notify alternates via email approximately twenty-four (24) hours prior to the start of the volunteer project. Once notified, alternates will have the opportunity to sign up for the applicable volunteer project, subject to these Terms and Conditions. Alternates will be selected on a first come, first served basis. Sponsor does not guarantee the opportunity to participate in any volunteer project.

In the event that a participant signs up for a volunteer project but fails to attend and participate in that volunteer project, such participant and all eligible alternates may be notified via email and given an opportunity to obtain a ticket by completing a Second Chance Kit Challenge. Instructions regarding the Second Chance Kit Challenge will be included in the notification email and such potential participants will be required to submit a completed Service Kit Reporting Form when he/she drops off the Service Kits at the charitable partner (participant should keep the receipt portion of the form for their records). All Second Chance Kit Challenges must be completed and Service Kits must be submitted by the deadline for the applicable Second Chance Period (as stated below).

Acceptance of a completed Service Kit will be solely determined by the applicable charitable partner in its sole discretion. An authorized representative from the applicable organization will track the volunteer time of each participant. Submission of erroneous or incomplete information will result in disqualification. Limit one (1) account per person and per e-mail address for the duration of the offer. If multiple accounts are created by any person or e-mail address, only the first such account will be eligible. Participants may only volunteer in one (1) Market, regardless of their geographic eligibility. Except as otherwise provided herein, Sponsor will not enter into any correspondence with a participant regarding an account unless otherwise stated herein. Sponsor reserves the right in its sole discretion to disqualify any participant that does not comply with these requirements or these terms.

Below are the details for each Market, Offer Period, Second Chance, Period and quantity of ticket awards:

Only the first number of eligible participants in each Market (as specified above) for each Offer Period who complete their minimum of eight (8) hours of volunteer work or submit at least ten (10) Service Kits, as determined by Sponsor in its sole discretion, will receive one (1) VIP ticket to attend to attend a Lady Gaga concert (Estimated Retail Value ("ERV") $65.00 each). A service notice will be posted once supplies of tickets are exhausted for each Market. If there is more than one (1) concert scheduled for any Market, the date of the concert you attend will be at Sponsor's sole discretion. Limit one (1) ticket per person per Market. Tickets are available on a first-come, first-served basis. Potential recipients will be notified via email and such notification will include instructions how to obtain ticket at the event. Potential recipients who are eligible minors must submit a signed parental consent form (provided by Sponsor) before ticket will be awarded. Sponsor's inability to contact a potential recipient within a reasonable time period or the return of notification as undeliverable will result in forfeiture of the ticket for the applicable Market. Concert ticket is subject to terms and conditions specified by issuer. Tickets entitle ticket recipients access to a preferred viewing area but do not guarantee an assigned seat. Viewing areas may consist of seats as well as standing room. Recipients must comply with all applicable venue rules and regulations. Sponsor reserves the right to remove or to deny entry to any recipient who engages in disruptive manner, or acts with intent to annoy, abuse, threaten or harass any other person at the venue. Ticket is not transferable, redeemable for cash, or substitutable by recipient. Sponsor reserves the right, at its discretion to substitute the ticket with something of comparable or greater value. Recipients will be responsible for transportation to and from the event. If, for whatever reason, the event is cancelled, no compensation or substitution will be provided. By participating, participants (and, if eligible minors, their parents or legal guardians) agree as follows: a) to abide by these Terms and Conditions, and to the decisions of Sponsor, which shall be final and binding in all respects; b) to the use of their names and/or likenesses and/or biographical data by Sponsor and its designees, if a ticket recipient, for advertising, promotional and other purposes in any or all media now or hereafter known throughout the world in perpetuity without compensation, permission or notification (except where prohibited by law); and c) THAT SPONSOR, TRYMARK CONSULTING GROUP, L.L.C., AND ANY OF THEIR RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES, ADVERTISING AND PROMOTION AGENCIES, RETAILERS, DISTRIBUTORS AND SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES") SHALL HAVE NO LIABILITY AND SHALL BE HELD HARMLESS FOR ANY DAMAGE, LOSS OR INJURY TO AN REGISTRANT OR ANY THIRD PARTY RESULTING FROM PARTICIPATION IN THIS OFFER OR THE USE OR MISUSE OF ANY TICKET (INCLUDING ANY TRAVEL OR ACTIVITY RELATED THERETO). Released Parties are not responsible for data or mail that is lost, late, stolen, inaccurate, incomplete, delayed, misdirected, undelivered, garbled, delayed by computer transmissions, or postage-due, or for errors or malfunctions of any kind whether computer, network, human, mechanical, electronic, printing, typographical or otherwise relating to or in connection with this offer, including, without limitation, errors or problems which may occur in connection with the administration of offer, the processing of data, the notification and/or selection of alternates, any errors related to tabulation, confirmation or review of volunteer hours (including submission of Service Kits and Second Chance Kit Challenges), or in any offer-related materials. In the event the offer (or portion thereof) is compromised by virus, bugs, non-authorized human intervention or other causes which corrupt or impair the administration, security, fairness or proper play of the offer, Sponsor reserves the right in its sole discretion to modify, suspend or terminate the offer (or portion thereof). Information submitted in connection with the offer will be treated in accordance with these Terms and Conditions and Sponsor's Privacy Policy (as may be amended from time to time), currently located at http://web.virginmobileusa.com/about/privacy; provided, that in the event of any conflict between these Terms and Conditions and such Privacy Policy, these Terms and Conditions shall prevail. Sponsor: Virgin Mobile USA, L.P., 10 Independence Blvd., Warren, NJ 07059.