Interoil Corp Sample Contracts

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ARTICLE I
Securities Purchase Agreement • November 12th, 2004 • Interoil Corp • Crude petroleum & natural gas • New York
NAPHTHA
Interoil Corp • November 12th, 2004 • Crude petroleum & natural gas • England
SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN INTEROIL CORPORATION AND COMPUTERSHARE INVESTOR SERVICES INC. Made as of April 24, 2013
Shareholder Rights Plan Agreement • May 7th, 2013 • Interoil Corp • Crude petroleum & natural gas • Alberta

NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereby agree as set forth below.

INTEROIL CORPORATION, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 6, 2008
Indenture • August 7th, 2008 • Interoil Corp • Crude petroleum & natural gas • New York

INDENTURE, dated as of [ ], between InterOil Corporation, a corporation duly incorporated under the laws of the Province of New Brunswick (herein called the “Company”), having its principal office at Level 1, 60-92 Cook Street, Cairns, QLD 4870, Australia, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

AND DEBENTURES
Securities Purchase Agreement • November 12th, 2004 • Interoil Corp • Crude petroleum & natural gas • New York
AMONG THE INDEPENDENT STATE OF PAPUA NEW GUINEA (THE STATE) AND INTEROIL PTY LIMITED (INTEROIL) AND EP INTEROIL, LTD. (EPIL)
Project Agreement • November 12th, 2004 • Interoil Corp • Crude petroleum & natural gas • Papua
INTEROIL CORPORATION AND EXXON MOBIL CORPORATION AMENDED AND RESTATED ARRANGEMENT AGREEMENT DATED EFFECTIVE July 21, 2016
Arrangement Agreement • December 16th, 2016 • Interoil Corp • Crude petroleum & natural gas • Ontario

CONTINGENT RESOURCE PAYMENT AGREEMENT (this “Agreement”) dated as of ____________, 2016 among ExxonMobil Canada Holdings ULC, an unlimited liability corporation and indirect wholly-owned subsidiary of Parent organized under the laws of British Columbia(“AcquisitionCo”), Exxon Mobil Corporation, a New Jersey corporation (“Borrower” and “Parent”), Computershare Trust Company, N.A., a U.S. national banking association (“Computershare Trust”), and Computershare Inc., a Delaware corporation (“Computershare Inc” and, together with Computershare Trust, the “Escrow Agent”).

INTEROIL CORPORATION AND OIL SEARCH LIMITED AMENDED AND RESTATED ARRANGEMENT AGREEMENT EFFECTIVE AS OF May 20, 2016
Arrangement Agreement • June 30th, 2016 • Interoil Corp • Crude petroleum & natural gas • Ontario

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties hereto covenant and agree as follows:

PRL 15 Sale Agreement
PRL 15 Sale Agreement • December 6th, 2013 • Interoil Corp • Crude petroleum & natural gas • England and Wales
BY AND AMONG
Participation Interest Agreement • March 1st, 2005 • Interoil Corp • Crude petroleum & natural gas • Texas
LOAN AGREEMENT between E.P. INTEROIL, LTD. and OVERSEAS PRIVATE INVESTMENT CORPORATION Dated as of June 12, 2001
Loan Agreement • March 30th, 2007 • Interoil Corp • Crude petroleum & natural gas • New York

The total cost of the Project (being the assets of the Developer and Refiner on a consolidated basis) are estimated to be as follows:

DRILLING PARTICIPATION AGREEMENT BETWEEN INTEROIL CORPORATION (“InterOil”) AND PNG DRILLING VENTURES LIMITED (“PNGDV”)
Drilling Participation Agreement • March 31st, 2006 • Interoil Corp • Crude petroleum & natural gas • Alberta
COMMON SHARE PURCHASE AGREEMENT BY AND BETWEEN INTEROIL CORPORATION AND PACIFIC LNG OPERATIONS, LTD. dated as of May 5, 2008
Common Share Purchase Agreement • May 21st, 2008 • Interoil Corp • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AGREEMENT BY AND AMONG INTEROIL CORPORATION AND THE PURCHASERS NAMED HEREIN DATED AS OF MAY 9, 2008
Securities Purchase Agreement • May 13th, 2008 • Interoil Corp • Crude petroleum & natural gas • New York

This SECURITIES PURCHASE AGREEMENT, dated as of May 9, 2008 (this “Agreement”), is by and among INTEROIL CORPORATION, a Yukon Territory corporation (the “Company”), and each of the purchasers named in Schedule 2.1 attached hereto (individually, an “Initial Purchaser” and, collectively, with any Subsequent Purchasers (as defined below) the “Purchasers”, each, a “Purchaser”).

LOAN AGREEMENT between E.P. INTEROIL, LTD. and OVERSEAS PRIVATE INVESTMENT CORPORATION Dated as of June 12, 2001
Loan Agreement • March 31st, 2006 • Interoil Corp • Crude petroleum & natural gas • New York

The total cost of the Project (being the assets of the Developer and Refiner on a consolidated basis) are estimated to be as follows:

SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN INTEROIL CORPORATION AND COMPUTERSHARE INVESTOR SERVICES INC. Made as of May 28, 2007
Shareholder Rights Plan Agreement • June 12th, 2007 • Interoil Corp • Crude petroleum & natural gas • Alberta

INTEROIL CORPORATION, a corporation incorporated pursuant to the Business Corporations Act (New Brunswick) (the “Corporation”)

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FULLY PAID AND NON-ASSESSABLE COMMON SHARES WITHOUT PAR VALUE IN THE CAPITAL OF
Interoil Corp • March 27th, 2009 • Crude petroleum & natural gas

UnriJ ilic Separation Time as defined in the Rujhis Agreement referral to below), this certificate also evidences and entitles [he holder hereof to certain Righis as set fwili in a Shareholder RifhB Plan Agreement, nude as of May 18, 5007. as such iBrecmeni may from time 10 lime be amendtd, itsuicd, varied or replaced ([he “Rights Agreement-), between Iweroil Corporation and Computcrshsre Investor Services lit., as Rights Agrnt the terras of which are hereby incorporated herein by reference snd a copy of which is on file at the registered office of the Corporation al)0 is ivailable for viewing at www.5njar.nini. Under certain circumstances, is set forth in me RigMs Agreement, such Rights may I* amended or redeemed, may expire, may become raid (if. in certain cases. Ihey are -Beneficially Owned” by an “Acquirins Person’, as such terms are defined in the Rights Agreement, or a transferee liiereof) or may be evidenced by separate certificates and may no longer be evidenced by this certifi

FIRST SUPPLEMENTAL INDENTURE between InterOil Corporation, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Dated as of November 10, 2010 Supplemental to Indenture for Debt Notes Dated as of August 6, 2008 2.75% Convertible...
First Supplemental Indenture • November 12th, 2010 • Interoil Corp • Crude petroleum & natural gas

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 10, 2010, between InterOil Corporation, a corporation organized under the laws of the Yukon Territory (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a banking association organized under the laws of the United States, as Trustee (the “Trustee”), supplementing the Original Indenture (as defined herein).

Share Purchase Agreement
Share Purchase Agreement • March 27th, 2014 • Interoil Corp • Crude petroleum & natural gas • England and Wales
AMENDED AND RESTATED COMMON SHARE PURCHASE AGREEMENT BY AND BETWEEN INTEROIL CORPORATION AND PACIFIC LNG OPERATIONS, LTD. dated as of June 10, 2008
Common Share Purchase Agreement • June 16th, 2008 • Interoil Corp • Crude petroleum & natural gas • New York

This AMENDED AND RESTATED COMMON SHARE PURCHASE AGREEMENT, dated as of June ___, 2008 (this “Agreement”), is by and between INTEROIL CORPORATION, a Yukon Territory corporation (the “Company”), and PACIFIC LNG OPERATIONS, LTD., a British Virgin Islands corporation (the “Purchaser”).

INTEROIL CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • November 8th, 2010 • Interoil Corp • Crude petroleum & natural gas • New York

InterOil Corporation, a corporation organized and existing under the laws of the Yukon Territory, Canada (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as a representative (the “Representative”), $61 million principal amount of its 2.75% convertible debt securities (the “Firm Securities”) to be issued pursuant to the provisions of a supplement indenture, dated as of November 10, 2010, between the Company and the Bank of New York Mellon Trust Co, N.A., as trustee (the “Trustee”), to the indenture dated August 6, 2008, between the Company and the Trustee (as so supplemented, the “Indenture”). The Company also proposes to issue and sell to the Underwriters not more than an additional $9 million principal amount of its 2.75% convertible debt securities (the “Additional Securities”) if and to the extent that you, as Representative of the Under

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 13th, 2008 • Interoil Corp • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is entered into as of May 9, 2008, among INTEROIL CORPORATION, a Yukon Territory corporation (the “Company”), and the Purchasers set forth on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

AMENDING AGREEMENT TO THE SHAREHOLDER RIGHTS PLAN AGREEMENT
Amending Agreement • July 9th, 2010 • Interoil Corp • Crude petroleum & natural gas

NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, the parties hereby agree as set forth below.

Share Sale and Purchase Agreement
Interoil Corp • July 8th, 2014 • Crude petroleum & natural gas • New South Wales
AMENDED AND RESTATED INDIRECT PARTICIPATION INTEREST AGREEMENT by and among INTEROIL CORPORATION AND the INVESTORS (Listed on Exhibit A) FEBRUARY 25, 2005
Indirect Participation Interest Agreement • March 31st, 2006 • Interoil Corp • Crude petroleum & natural gas • Texas

THIS AGREEMENT is made as of the 25th day of February 2005, by and among InterOil Corporation, a New Brunswick, Canada corporation (“InterOil”), and the persons who have executed this Agreement and whose names are listed on Exhibit A (individually an “Investor” and collectively, “Investors”).

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • March 30th, 2007 • Interoil Corp • Crude petroleum & natural gas • England

This Memorandum of Understanding (“MOU”) is made and entered into this 4th day of May 2006, by and between InterOil Corporation, a company incorporated under the laws of New Brunswick, Canada, (“IOC”), Clarion Finanz AG, a company incorporated under the laws of Switzerland (“Clarion”), and Merrill Lynch Commodities (Europe) Limited, a company organized under the laws of England (“Merrill”). IOC, Clarion and Merrill are referred to in this MOU individually as a “Party” and collectively as the “Parties”.

Share Sale and Purchase Agreement
And Purchase Agreement • July 8th, 2014 • Interoil Corp • Crude petroleum & natural gas • New South Wales
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