InterOil USA : Letter of Transmittal for ExxonMobil Transaction

This Letter of Transmittal is for use by registered holders ("Shareholders") of common shares ("Common Shares") of InterOil Corporation ("InterOil") and holders ("RSU Holder") of restricted share units ("RSUs", and together with Common Shares, "InterOil Securities") in connection with the proposed plan of arrangement (the "Arrangement") involving InterOil and Exxon Mobil Corporation ("ExxonMobil"), pursuant to an arrangement agreement dated July 21, 2016 (as may be amended or restated from time to time, the "Arrangement Agreement"), a copy of which is available on InterOil's SEDAR profile, available at www.SEDAR.com. Capitalized terms used, but not defined in this Letter of Transmittal, shall have the meanings given to them in the Information Circular. References to dollar amounts herein are to U.S. dollars. You are urged to read the Information Circular which contains, among other things, a description of the Arrangement consideration and other details of the Arrangement and related transactions. Securityholders should consult their own investment and tax advisors prior to submitting a Letter of Transmittal.‌‌‌‌‌‌‌‌‌‌

This Letter of Transmittal is only to be used by registered Shareholders and RSU Holders. Holders of Common Shares which are registered in the name of a broker, investment dealer, bank, trust company, custodian or other nominee should immediately contact such nominee for instructions and assistance in delivery of the share certificate(s) or DRS Advice(s) (as defined below) representing those Common Shares.‌‌‌‌

The Depositary (as defined below) or your broker or other financial advisor can assist you in completing this Letter of Transmittal (see back page of this Letter of Transmittal for certain addresses and telephone numbers).‌‌‌

Pursuant to the Arrangement, ExxonMobil will indirectly acquire all of the issued and outstanding InterOil Securities, and the holders thereof ("Securityholders") will be entitled to receive on completion of the Arrangement, for each Common Share or RSU held, consideration comprised of the following (the "Consideration"):

1. shares of ExxonMobil common stock, without par value ("ExxonMobil Shares") worth US$45.00, calculated based on the volume weighted average price (the "10-day VWAP") of ExxonMobil Shares on the New York Stock Exchange for the ten (10) consecutive trading days ending on (and including) the second trading date immediately prior to the Effective Date; and

2. a contingent resource payment, as further described in the Information Circular (a "CRP").

   Registered Shareholders and RSU Holders will not receive the Consideration they are entitled to receive pursuant to the Arrangement until they submit a duly completed Letter of Transmittal to the Computershare Investor Services Inc. (the "Depositary"), together with such additional documents and instruments as the Depositary may reasonably require (including, in the case of a Shareholder, the certificate(s) or Direct Registration System Advice ("DRS Advice") representing the Common Shares in respect of which the deposit relates). For greater certainty, RSU Holders are not required to deliver certificate(s) or DRS Advice(s) in respect of their RSUs.

   In no event shall any Shareholder or RSU Holder be entitled to a fractional ExxonMobil Share. Where the aggregate number of ExxonMobil Shares to be issued to a Shareholder or RSU Holder as consideration under the Arrangement would result in a fraction of an ExxonMobil Share being issuable, the Shareholder or RSU Holder shall receive a cash amount (without interest) calculated by multiplying the 10-day VWAP ending on (and including) the second trading date immediately before the Effective Date by the fraction of an ExxonMobil Share that the Shareholder or RSU Holder would have otherwise been entitled to receive (after taking into account all Common Shares surrendered by such Shareholder or RSU Holder). For greater certainty, no other consideration will be paid or issued to a Shareholder or RSU Holder in lieu of the issuance of any such fractional ExxonMobil Share.

   Completion of the Arrangement is subject to the satisfaction of certain conditions. No payment of any Consideration will be made prior to the closing of the Arrangement. Reference should be made to the Information Circular for more information regarding expected timing for completion of the Arrangement.

   TO: INTEROIL CORPORATION ("INTEROIL") AND TO: EXXON MOBIL CORPORATION ("EXXONMOBIL") AND TO: ACQUISITIONCO (AS DEFINED IN THE INFORMATION CIRCULAR) AND TO: COMPUTERSHARE INVESTOR SERVICES INC. (THE "DEPOSITARY")

   Please complete each of the steps set out below in order.

   STEP 1: DESCRIPTION OF THE INTEROIL SECURITIES BEING DEPOSITED

   The undersigned registered holders of Common Shares and/or RSUs (the "undersigned" or the "Depositing Securityholder") hereby delivers to the Depositary the Common Shares and/or RSUs set out below to be exchanged for the Consideration all in accordance with the Arrangement as described in the Information Circular.

   DESCRIPTION OF COMMON SHARES DEPOSITED To be completed by registered holders of Common Shares
   DRS Advice(s) or Certificate Number(s)	Name in which Common Shares are Registered	Number of Common Shares Deposited
   TOTAL:

   (if the space above is not sufficient, please see section 6(a) of the Instructions)

   DESCRIPTION OF RSUS DEPOSITED(1) To be completed by RSU Holders
   Name in which RSUs are Registered	Number of RSUs Deposited
   TOTAL:

   Notes/Instructions:

   (if the space above is not sufficient, please see section 6(a) of the Instructions)

3. The information provided must match the information contained on the register of RSU Holders maintained by InterOil.

4. Check here if some or all of your Common Share certificates have been lost, stolen or destroyed. Please review section 7 of the Instructions for the procedure to replace lost, stolen or destroyed Common Share certificates.

   NON-REGISTERED HOLDERS OF COMMON SHARES SHOULD CONTACT THEIR BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE WHO HOLD THEIR COMMON SHARES ON THEIR BEHALF TO ARRANGE FOR THEIR EXCHANGE. STEP 2: REGISTRATION AND DELIVERY INSTRUCTIONS

   The Depositary, InterOil, ExxonMobil and AcquisitionCo are hereby authorized and directed to cause the Consideration which the Securityholder is entitled to receive in accordance with the terms of the Arrangement to be issued and/or registered in the name of the undersigned (unless alternative registration is required in the manner set forth below), confirmation of which shall be sent by mail to the address specified or held for pick up, if so indicated. Securityholders will receive an escrow verification receipt ("EVR") evidencing CRPs contemplated by the Arrangement.

   BOX A(1) REGISTRATION INSTRUCTIONS (please print or type)	BOX B(2) DELIVERY INSTRUCTIONS (please print or type) Unless Box C is checked, send DRS Advice(s) representing ExxonMobil Shares, and/or a cheque (if any) or payment for any fractional interests in ExxonMobil Shares (if any) to: Same as address in Box A or to:
   (Name)	(Name)
   (Street Address and Number)	(Street Address and Number)
   (City and Province or State)	(City and Province or State)
   (Country and Postal (Zip) Code)	(Country and Postal (Zip) Code)
   (Telephone - Business Hours)	(Telephone - Business Hours)
   (Tax Identification, Social Insurance or Social Security Number) (Also provide IRS Form W-9 or the appropriate IRS Form W-8)	(Tax Identification, Social Insurance or Social Security Number) (Also provide IRS Form W-9 or the appropriate IRS Form W-8)
   (1) All Securityholders must complete Box A.	(2) The delivery instructions given in this Box B will also be used to return certificate(s) representing Deposited Shares (as defined below) if required for any reason