Corporation Uses in Designation and Number of Shares Clause

Designation and Number of Shares

Peabody Energy Corporation, a corporation organized and existing under the DGCL (the Corporation), in accordance with the provisions of Section 103 thereof, does hereby submit the following:

Designation and Number of Shares. The series of preferred stock shall be designated as Series A Convertible Preferred Stock, with a par value of $0.01 per share (the Series A Preferred Stock), and the number of shares so authorized and designated shall be 50,000,000 (Fifty Million). At all times the Corporation will have sufficient shares authorized, and will take all actions necessary to authorize additional shares of Series A Preferred Stock, if required, in each case, to meet its obligations hereunder.

DESIGNATION AND NUMBER OF SHARES

The undersigned, being the Secretary of NORWESTECH, INC. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify that:

DESIGNATION AND NUMBER OF SHARES. There shall be created from the 5,000,000 shares of the Corporation's preferred stock, par value $0.01 per share, authorized to be issued by the Certificate of Incorporation ("Preferred Stock"), a series of Preferred Stock designated as "Series B Convertible Preferred Stock" (the "Series B Convertible Preferred Stock"), and the authorized number of shares constituting the Series B Convertible Preferred Stock shall be 3,000,000. Such number of shares may be decreased by resolution of the Board of Directors adopted and filed pursuant to Section 151(g) of the DGCL, or any successor provision, and by the filing of a certificate of decrease with the Secretary of State of the State of Delaware; provided that no such decrease shall reduce the number of authorized shares of Series B Convertible Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, warrants, convertible or exchangeable securities or other rights to acquire shares of Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock shall have a stated value equal to $1.00 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares) (the "Stated Value").

DESIGNATION AND NUMBER OF SHARES

The undersigned, being the Secretary of NORWESTECH, INC. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify that:

DESIGNATION AND NUMBER OF SHARES. There shall be created from the 5,000,000 shares of the Corporation's preferred stock, par value $0.01 per share, authorized to be issued by the Certificate of Incorporation ("Preferred Stock"), a series of Preferred Stock designated as "Series A Convertible Preferred Stock" (the "Series A Convertible Preferred Stock"), and the authorized number of shares constituting the Series A Convertible Preferred Stock shall be one (1). The share of Series A Convertible Preferred Stock shall have a stated value equal to $1.00.

Designation and Number of Shares

The undersigned, being the Secretary of RPM DENTAL INC. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"), in accordance with the provisions of Section 151(g) of the DGCL, does hereby certify that:

Designation and Number of Shares. There shall be created from the 5,000,000 shares of the Corporation's preferred stock, par value $0.000001 per share, authorized to be issued by the Certificate of Incorporation ("Preferred Stock"), a series of Preferred Stock designated as "Series A Voting Preferred Stock" (the "Series A Voting Preferred Stock"), and the authorized number of shares constituting the Series A Voting Preferred Stock shall be 2. Such number of shares may be decreased by resolution of the Board of Directors adopted and filed pursuant to Section 151(g) of the DGCL, or any successor provision, and by the filing of a certificate of decrease with the Secretary of State of the State of Delaware; provided that no such decrease shall reduce the number of authorized shares of Series A Voting Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, warrants, convertible or exchangeable securities or other rights to acquire shares of Series A Voting Preferred Stock.

Designation and Number of Shares

The undersigned, Daniel H. Schulman, Chief Executive Officer of VIRGIN MOBILE USA, INC. (the Corporation), a corporation organized and existing under the General Corporation Law of the State of Delaware (the DGCL), pursuant to Section 151(g) of the DGCL and in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

Designation and Number of Shares. There is hereby created and established, out of the Corporations authorized and unissued Preferred Stock, a series of Preferred Stock designated as Series A Convertible Preferred Stock (the Series A Preferred Stock). The authorized number of shares of Series A Preferred Stock shall be Fifty Thousand (50,000). The Series A Preferred Stock shall have a liquidation preference (the Series A Liquidation Preference) of $1,000.00 per share (the Series A Stated Amount).

Designation and Number of Shares

The undersigned, Daniel H. Schulman, Chief Executive Officer of VIRGIN MOBILE USA, INC. (the Corporation), a corporation organized and existing under the General Corporation Law of the State of Delaware (the DGCL), pursuant to Section 151(g) of the DGCL and in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

Designation and Number of Shares. There is hereby created and established, out of the Corporations authorized and unissued Preferred Stock, a series of Preferred Stock designated as Series A Convertible Preferred Stock (the Series A Preferred Stock). The authorized number of shares of Series A Preferred Stock shall be Fifty Thousand (50,000). The Series A Preferred Stock shall have a liquidation preference (the Series A Liquidation Preference) of $1,000.00 per share (the Series A Stated Amount).

Designation and Number of Shares

This designation of, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, the Series "A" Convertible Preferred Stock are as follows:

Designation and Number of Shares. The designation of this series of One Million (1,000,000) shares of Preferred Stock with a par value of One Hundredth of a Cent ($0.0001), created by the Corporation (organization) values">Board of Directors of the Corporation pursuant to the authority granted to it by the Articles of Incorporation of the Corporation is "Series "A" Preferred Stock," which is hereinafter referred to as the "Preferred Stock" or "Preferred Shares".

Designation and Number of Shares

This designation of, the number of shares constituting, and the rights, preferences, privileges and restrictions relating to, the Series "A" Convertible Preferred Stock are as follows:

Designation and Number of Shares. The designation of this series of One Million (1,000,000) shares of Preferred Stock with a par value of One Hundredth of a Cent ($0.0001), created by the Corporation (organization) values">Board of Directors of the Corporation pursuant to the authority granted to it by the Articles of Incorporation of the Corporation is "Series "A" Preferred Stock," which is hereinafter referred to as the "Preferred Stock" or "Preferred Shares".