Tentative Notice of Dissent

[2126]

The following is a tentative Notice of Objection/Dissent template for use in dissenting from the upcoming vote.

THIS TEMPLATE IS NOT TO BE USED WITHOUT LEGAL ADVICE FROM A QUALIFIED ATTORNEY.

I have simply prepared it to reflect what is needed to be provided in such a notice for it to be legal as a Dissent under Yukon law, IN MY OPINION, reiterating that I am NOT licensed to practice law in the Yukon.

Notice of Objection to the Arrangement Resolution

On this date of _____________________, Notice is hereby given by _______________________, a registered shareholder of ___________________ shares of Common Stock in Interoil Corporation., a Yukon registered corporation, with office for such Notices at: Interoil, ATTN: Paul Lackowicz, Suite 300, 204 Black Street, White Horse, Yukon, Y1A 2M9, Canada, of Objection to and Dissent from the Resolution of the Board of Directors of Interoil Corporation, dated July 21, 2016, to enter into a definitive Arrangement Agreement and to unanimously recommend that the Shareholders of Common Shares of Interoil Corporation vote in Favor of an Arrangement Resolution which would approve the Yukon Statutory Plan of Arrangement by and between Interoil Corporation and Exxon Mobil Corporation, a New Jersey U.S. registered corporation, and an indirect wholly-owned subsidiary of Exxon Mobil Corporation, an entity to be organized under the laws of British Columbia, AcquisitionCo, to purchase all shares of Interoil stock under an Arrangement Agreement and CRP Agreement as delineated in the Notice of Special Meeting and Material Information Circular presented by Interoil Corporation to its securityholders, dated August 16, 2016.

This Notice of Objection and Dissent from such Resolution of the Interoil Board of Directors is given under the applicable provisions of the Yukon Business Corporation Act, Section 193, as modified by the Exxon Mobil Corporation and Interoil Corporation Arrangement Agreement and the Interim Order of the Yukon Supreme Court, dated August 17, 2016 regarding such Plan of Arrangement and Arrangement Resolution.

Shareholder __________________ affirmatively states that the number of shares noted above by which he Objects to and Dissents from the Interoil Corporation. Board of Director Resolution, dated July 21, 2016, which accepted the Arrangement Agreement by and between Interoil Corporation and Exxon Mobil Corporation, as noted above, are all of the Common shares owned in his name, as an individual, in Interoil, Inc.

To be clear, ________________________, a registered shareholder of _______________________ shares of Common Stock in Interoil Corporation, being all of the shares of Common Stock held in his own name, as an individual, hereby gives NOTICE of his DISSENT from the Interoil Board of Director's Resolution to accept a definitive Arrangment Agreeement and recommend shareholder approval of the Arrangement Resolution which would approve the Yukon Statutory Plan of Arrangement by and between Interoil Corporation, Exxon Mobil Corporation, and AcquisitionCo, as specified in the Interim Order of the Yukon Supreme Court on August 17, 2016.

This notice is being sent on this day _________________________ by Certified First Class Mail to the following address: INTEROIL, Attn: Paul Lackowicz, Suite 300, 204 Black Street, White Horse, Yukon, Y1A 2M9, Canada

________________________________

Signature of Shareholder

________________________________

Printed Name of Shareholder

[Stavros]

Thanks 2126 for your suggested wording - - - covering individually owned IOC shares.

I assume this would apply to IOC shares held in both Individual Taxable and IRA Accounts. Am I correct?

Might you comment on what must be done in the case of IOC shares that are held in accounts of the type "Joint Tenants with Rights of Survivorship"

[johnwgrant]

What is the "date of record" for voting ?... IE, when do you have to own the shares to vote the shares ? Also, do in the money options count for anything - any voting rights?

[katytrader]

What is the "date of record" for voting ?... IE, when do you have to own the shares to vote the shares ? Also, do in the money options count for anything - any voting rights?

August 10.  No voting rights for options ......unless IOC gave them to you.

[2126]

Thanks 2126 for your suggested wording - - - covering individually owned IOC shares. I assume this would apply to IOC shares held in both Individual Taxable and IRA Accounts. Am I correct? Might you comment on what must be done in the case of IOC shares that are held in accounts of the type "Joint Tenants with Rights of Survivorship"

In most states in the US, accounts held as joint tenants with 'rights of survivorship' would not be considered co-equal with individually-held accounts. Thus, you could generally vote dissent with the shares in a joint account separate from those held in any individual accounts. Most states in the US follow British common law foundations regarding property rights [except a few states in the West which follow Spanish law foundations, and Louisiana, which follows French foundations]. As to the Yukon, I would assume [but not rely on] the fact that Canada, outside of French/English language Quebec, would have laws also based on British common law. However, even in US states there can be many different manners in which property can be held [including shares of stock]: individuallly, JTWROS, tenants-in-common, tenants-by-the-entireities, many types of both revocable and irrevocable trusts, various types of retirment accounts [IRA, Roth, 401k, etc. as well as other FBO 'for benefit of' accounts]. One really needs legal advice on how one's own shares would be considered regarding dissent voting in the Yukon. I would think that you could retain a lawyer in White Horse on an hourly basis to review your holdings and modify the Notice of Objection accordingly for a couple of hours work, if you are interested in NO/Dissent votes.

[2126]

The operative language regarding the shares that a shareholder must include in a dissent are in the Yukon Business Corporation Act, Section 193(4) is as follows:

"A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder or on behalf of any one beneficial owner and registered in the name of the dissenting shareholder."

As you can see, the application of the above sentence to the myriad ways in which shares can be held makes it a bit difficult to determine each shareholder's ability to dissent, particularly if such shareholder holds shares in various accounts and various manners.

[AU74]

How about dissenting anyway, even with shares held in the brokers name, then argue this law is patently unfair, potentially unconstutional, etc.