Common use of Number of Warrants Clause in Contracts

Number of Warrants. ¨ Check if Warrantholder elects to exercise its Conversion Right in lieu of the payment of the aggregate Exercise Price pursuant to the terms and conditions set forth in the Warrants. ¨ Check if Warrantholder believes it satisfies the requirements to be a U.S. Citizen (additional information may be required by Company to confirm that Warrantholder is a U.S. Citizen). ¨ Check if Warrantholder believes it is a Non-U.S. Citizen. Warrantholder: By: Name: Title: Signature guaranteed by (if a guarantee is required): Securities to be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the exercising Warrantholder’s interest in the Global Warrant or Definitive Warrant, as the case may be, to be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Form of Assignment For value received, the undersigned registered Warrantholder of the within Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right, title and interest of the undersigned under the within Warrant Certificate with respect to the number of Warrants set forth below. Name of Assignees Address Number of Warrants Social Security Number or other Identifying Number and does irrevocably constitute and appoint [ ], the undersigned’s attorney, to make such transfer on the books of the Company maintained for the purpose, with full power of substitution in the premises. Dated: Warrantholder: By: Name: Title: Signature guaranteed by (if a guarantee is required):

Number of Warrants. ¨ Check if Warrantholder elects to Number of Shares of Common Stock: (Total number of shares of Common Stock for which the Book-Entry Warrants are being exercised before withholding for the Exercise Price.) The undersigned requests that the shares of Common Stock issuable upon exercise its Conversion Right in lieu of the payment of Warrants be delivered the aggregate Exercise Price pursuant to account at the terms and conditions set forth in the WarrantsDepositary specified below. ¨ Check if Warrantholder believes it satisfies the requirements to be a U.S. Citizen THE WARRANT AGENT SHALL NOTIFY YOU (additional information may be required by Company to confirm that Warrantholder is a U.S. Citizen)THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. ¨ Check if Warrantholder believes it is a Non-U.S. Citizen. WarrantholderAUTHORIZED SIGNATURE: ByNAME: NameCAPACITY IN WHICH SIGNING: TitleDATED: Signature guaranteed by NAME OF PARTICIPANT: ADDRESS: CONTACT NAME (if a guarantee is requireddifferent than above): Securities to TELEPHONE (INCLUDING INTERNATIONAL CODE): FAX (INCLUDING INTERNATIONAL CODE): E-MAIL ADDRESS: DEPOSITARY ACCOUNT NO.: EXHIBIT D FORM OF ASSIGNMENT FOR REGISTERED HOLDERS HOLDING DIRECT REGISTRATION WARRANTS (To be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name executed only upon assignment of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the exercising Warrantholder’s interest in the Global Warrant or Definitive Warrant, as the case may be, to be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Form of Assignment Warrants) For value received, the undersigned registered Warrantholder of the within Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right, title and interest of the undersigned under the within Warrant Certificate with respect to the number of Direct Registration Warrants set forth below. Name to purchase shares of Assignees Address Number Peabody Energy Corporation listed opposite the respective name(s) of the Assignee(s) named below and all other rights of the Registered Holder under said Direct Registration Warrants Social Security Number or other Identifying Number to the extent exercisable for such shares, and does hereby irrevocably constitute and appoint [ ], the undersigned’s attorney, to make such transfer said Direct Registration Warrants, as and to the extent set forth below, on the books of the Company Warrant Register maintained for the purposepurpose of registration thereof, with full power of substitution in the premises. : Name(s) of Assignee(s) Address of Assignee(s) Number of Warrants Dated: Warrantholder: By, 2017 Signature: Name: TitleNote: Signature guaranteed by (if a guarantee is required):The above signature and name should correspond exactly with the name of the Holder of the Direct Registration Warrants as it appears on the Warrant Register.

Number of Warrants. ¨ Check if Warrantholder Number of Shares of Common Stock: (Total number of shares of Common Stock for which the Direct Registration Warrant is being exercised, before withholding for the Exercise Price.) The undersigned requests that the net number of shares of Common Stock issuable upon exercise of the Warrants be registered, and a statement in respect thereof be delivered, as follows: Name: Address: Social Security or Other Taxpayer Identification Number: Dated: , 2017 Signature: Name: Note: If the Common Stock is to be registered in a name other than that in which the Direct Registration Warrants are registered, the signature of the holder hereof must be guaranteed. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGANTURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT C EXERCISE FORM FOR BENEFICIAL HOLDERS HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY TO BE COMPLETED BY DIRECT PARTICIPANT IN THE DEPOSITORY TRUST COMPANY (To be executed upon exercise of Warrants) NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT, PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE. The undersigned hereby irrevocably elects to exercise the number of Book-Entry Warrants of Peabody Energy Corporation, held for its Conversion Right in lieu benefit through the book-entry facilities of The Depository Trust Company (the payment “Depositary”), indicated below, for the purchase the number of the aggregate Exercise Price shares of Common Stock indicated below, pursuant to the terms and conditions set forth in the Warrants. ¨ Check if Warrantholder believes it satisfies the requirements to be a U.S. Citizen (additional information may be required by Company to confirm that Warrantholder is a U.S. Citizen). ¨ Check if Warrantholder believes it is a Non-U.S. Citizen. Warrantholder: By: Name: Title: Signature guaranteed by (if a guarantee is required): Securities to be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name Cashless Exercise provisions of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Any unexercised Warrants evidenced by the exercising Warrantholder’s interest in the Global Warrant or Definitive Warrant, as the case may be, to be issued to: If in book-entry form through the Depositary: Depositary Account Number: Name of Agent Member: If in definitive form: Social Security Number or Other Identifying Number: Name: Street Address: City, State and Zip Code: Form of Assignment For value received, the undersigned registered Warrantholder Section 4.3(a) of the within Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s) named below (including the undersigned with respect to any Warrants constituting a part of the Warrants evidenced by the within Warrant Certificate not being assigned hereby) all of the right, title and interest of the undersigned under the within Warrant Certificate with respect to the number of Warrants set forth below. Name of Assignees Address Number of Warrants Social Security Number or other Identifying Number and does irrevocably constitute and appoint [ ], the undersigned’s attorney, to make such transfer on the books of the Company maintained for the purpose, with full power of substitution in the premises. Dated: Warrantholder: By: Name: Title: Signature guaranteed by (if a guarantee is required):Agreement.