InterOil USA : Form of Proxy for Special Meeting on ExxonMobil Transaction

*S000001Q01*

SAM SAMPLE

INGQ 000001

123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

C9999999999 IND

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1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

9. Late proxies may be accepted or rejected by the chair of the meeting at his or her discretion and the chair of the meeting is under no obligation to accept or reject any particular late proxy. The chair of the meeting may waive or extend the proxy cut-off without notice.

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SAM SAMPLE

C9999999999 *C9999999999*

IND

C03

*C9999999999*

I/We, being holder(s) of InterOil Corporation ("InterOil") hereby appoint as "Management Nominees": Christopher Finlayson, Chairman, or failing him, Ford Nicholson, Deputy Chairman, or failing him, Sir Rabbie L. Namaliu, Director, or failing him, William (Ellis) Armstrong, Director,

OR Print the name of the person you are appointing if this person is someone

other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of holders of InterOil to be held at JW Marriott Essex House New York, Park Room, 160 Central Park South, New York, New York 10019 on February 14, 2017 at 12:00 p.m. (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Plan of Arrangement

To consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Schedule C to the Management Information Circular of InterOil dated January 13, 2017, (the "Information Circular"), approving a statutory plan of arrangement under Section 195 of the Business Corporations Act (Yukon) involving InterOil and Exxon Mobil Corporation, all as more particularly described in the Information Circular.

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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s) Date

*S000002Q01*

SAM SAMPLE

INGQ 000002

123 SAMPLES STREET SAMPLETOWN SS X9X X9X CANADA

C9999999999 IND

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Fold

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

9. Late proxies may be accepted or rejected by the chair of the meeting at his or her discretion and the chair of the meeting is under no obligation to accept or reject any particular late proxy. The chair of the meeting may waive or extend the proxy cut-off without notice.

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SAM SAMPLE

C9999999999 *C9999999999*

IND

C02

*C9999999999*

I/We, being holder(s) of InterOil Corporation ("InterOil") hereby appoint as "Management Nominees": Christopher Finlayson, Chairman, or failing him, Ford Nicholson, Deputy Chairman, or failing him, Sir Rabbie L. Namaliu, Director, or failing him, William (Ellis) Armstrong, Director,

OR Print the name of the person you are appointing if this person is someone

other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of holders of InterOil to be held at JW Marriott Essex House New York, Park Room, 160 Central Park South, New York, New York 10019 on February 14, 2017 at 12:00 p.m. (Eastern Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Plan of Arrangement

To consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Schedule C to the Management Information Circular of InterOil dated January 13, 2017, (the "Information Circular"), approving a statutory plan of arrangement under Section 195 of the Business Corporations Act (Yukon) involving InterOil and Exxon Mobil Corporation, all as more particularly described in the Information Circular.

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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s) Date